Company Name: Wells Fargo & Co.
Public Availability Date: January 17, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

VIA FEDERAL EXPRESS

December 20, 2007

Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

RE: Wells Fargo & Company - Stockholder Proposal Submitted by Gerald R. Armstrong

Ladies and Gentlemen:

Pursuant to Rule 14a-8(j) of the Securities Exchange Act of 1934, as amended (the "Act"), Wells Fargo & Company ("Wells Fargo") hereby gives notice of its intention to omit from its proxy statement and form of proxy for the Wells Fargo 2008 annual meeting of stockholders (collectively, the "2008 Proxy Materials"), in reliance on Rule 14a-8(i)(11), a proposal and related supporting statement received on November 19, 2007 from Gerald R. Armstrong (the "Armstrong Proposal"). Wells Fargo intends to exclude the Armstrong Proposal on the grounds that it is substantially duplicative of a proposal submitted on November 8, 2007 by Service Employees International Union, CLC (the "SEIU Proposal"), which Wells Fargo intends to include in its 2008 Proxy Materials. We respectfully request confirmation that the staff of the Division of Corporation Finance (the "Staff") of the Commission will not recommend enforcement action if Wells Fargo omits the Armstrong Proposal from the 2008 Proxy Materials in reliance on Rule 14a-8(i)(11) for the reasons stated herein.

Wells Fargo expects to file its definitive 2008 Proxy Materials pursuant to Rule 14a-6(b) of the Act on or about March 17, 2008. Accordingly, pursuant to Rule 14a-8(j), Wells Fargo is submitting its reasons for omitting the Armstrong Proposal more than 80 calendar days before filing its definitive 2008 Proxy Materials with the Commission.

The Proposals

The Armstrong Proposal, which is attached hereto as Exhibit A, requests the "Board of Directors to establish a policy separating the roles of the Chairman of the Board and the Chief Executive Officer (or President) whenever possible, so that an independent Director who has not served as an executive officer of the corporation serves as the Chairman of the Board of Directors."

If adopted the SEIU Proposal, which is attached hereto as Exhibit B, would amend Wells Fargo's bylaws to state that "the Chairman shall be a director who is independent from the Company." The SEIU Proposal defines "independent" as having the meaning set forth in the New York Stock Exchange listing standards. The SEIU Proposal also specifies the procedure for selecting a new Chairman if the current Chairman is no longer independent and provides that compliance with the bylaw will be excused if no independent director is available or willing to serve as Chairman.

Discussion

Rule 14a-8(i)(11) allows a company to exclude a stockholder proposal from its proxy materials if "the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy materials for the same meeting." The Commission has stated that the exclusion is intended to "eliminate the possibility of shareholders having to consider two or more substantially identical proposals submitted to an issuer by proponents acting independently of each other." See Rel. No. 34-12598 (Jul. 7, 1976). Two proposals need not be exactly identical in order to provide a basis for exclusion under Rule 14a-8(i)(11). Instead, in determining whether two proposals are substantially duplicative, the Staff has considered whether the principal thrust or focus of the two proposals is substantially the same. See Sara Lee Corporation (available August 18, 2006); EMCOR Group, Inc. (available May 16, 2000); Pacific Gas and Electric Company (available February 1, 1993).

The principal thrust or focus of both the SEIU Proposal and the Armstrong Proposal is the same: to establish a requirement that the Chairman of the Board be an independent director. The only substantive difference between the proposals relates to the mechanism by which that requirement would be implemented. The SEIU Proposal, if approved, would amend the bylaws to require an independent Chairman without further action by the Board. The Armstrong Proposal requests that the Board adopt a policy. This difference, however, is without significance to the analysis under Rule 14a-8(i)(11). The Staff consistently has taken the position that stockholder proposals may be considered substantially duplicative for purposes of Rule 14a-8(i)(11) even though one proposal amends or requests an amendment to a corporation's governing documents and one merely requests the adoption of a policy or resolution by the corporation's Board of Directors. See United Technologies Corporation (available January 19, 2006) (precatory proposal requesting that the Board adopt a majority voting standard substantially duplicative of earlier-received mandatory bylaw amendment requiring majority voting); EMCOR Group (mandatory bylaw amendment prohibiting the adoption or retention of the company's stockholder rights plan substantially duplicative of an earlier received precatory proposal requesting that the Board refrain from adopting a rights plan or agreement without prior approval of the stockholders and to redeem the rights plan currently in place).

The other differences between the proposals are not substantive and, therefore, do not alter the conclusion that the two proposals have the same principal thrust or focus. The SEIU Proposal contains more detail than the Armstrong Proposal regarding such matters as the definition of "independent," the mechanism for selecting a new Chairman if the current Chairman is no longer independent, and excusing compliance if no independent director is available or willing to serve as Chairman. Similar differences were present in the two proposals in Sara Lee. Sara Lee received a proposal that requested a policy that the Board's Chairman be an independent director who has not served as an executive officer. Similar to the SEIU Proposal, the earlier-received Sara Lee proposal specified that the policy should address how to select a new independent Chairman if a current Chairman ceases to be independent and that compliance with the policy would be excused if no independent director was available and willing to serve as Chairman. A subsequently received proposal requested a rule in the charter or bylaws separating the roles of CEO and Board Chairman but, like the Armstrong Proposal, did not address the issues of selecting a new independent Chairman or excusing compliance if no independent director was available or willing to serve. Despite these differences, the Staff concurred with Sara Lee's view that it could exclude the later-received stockholder proposal on the grounds that it was substantially duplicative of the previously submitted proposal. See also Weyerhaeuser Company (available January 18, 2006).

Conclusion

Based upon the foregoing, we hereby respectfully request a response from the Staff that it will not recommend enforcement action to the Commission if Wells Fargo omits the Armstrong Proposal from the 2008 Proxy Materials in reliance on Rule 14a-8(i)(11).

In accordance with Rule 14a-8(j), six copies of this letter, including Exhibits A and B, are enclosed. Please acknowledge receipt of this letter and its enclosures by stamping the enclosed additional copy of this letter and returning it to the undersigned in the return envelope provided. By copy of this letter, Wells Fargo is also notifying the Mr. Armstrong of its intention to omit the Armstrong Proposal from the 2008 Proxy Materials. Should the Staff desire any additional information in support of Wells Fargo's position, we would appreciate an opportunity to confer with the Staff concerning these matters. If the Staff has any questions about, or wishes to discuss any aspect of this request, please contact the undersigned at 612/667-8573 or by fax at 612/667-6082.

Very truly yours,

/s/

Jeannine E. Zahn
Senior Counsel

cc: Gerald R. Armstrong

[APPENDIX 1]

EXHIBIT A

820 Sixteenth Street, No. 705
Denver, Colorado 80202-3227

November 14, 2007

Mr. Richard M. Kovacevich,
Chairman and Chief Executive Officer
WELLS FARGO & COMPANY
420 Montgomery Street
San Francisco, California 94101

Greetings

Pursuant to Rule X-14 of the Securities and Exchange Commission, this letter is formal notice to the management of WELLS FARGO & COMPANY, at the coming annual meeting in 2008, I, Gerald R. Armstrong, a share-holder for more than one year and the owner of in excess of $2,000.00 worth of voting stock, 38,754 shares, shares which I intend to own for all of my life, will cause to be introduced from the floor of the meeting, the attached resolution.

I ask that, if management intends to oppose this resolution, my name, address, and telephone numberGerald R. Armstrong, 820 Sixteenth Street, No. 705; Denver, Colorado; 80202-3227; 303-355-1199; together with the number of shares owned by me as recorded on the stock ledgers of the corporation, be printed in the proxy statement, together with the text of the resolution and the statement of reasons for introduction. I also ask that the substance of the resolution be included in the notice of the annual meeting and on management's form of proxy.

Yours for "Dividends and Democracy,"

/s/

Gerald R. Armstrong, $hareholder

Certified Express Mail No.EB 019196729

[APPENDIX 2]

RESOLUTION

That the shareholders of WELLS FARGO & COMPANY request their Board of Directors to establish a policy separating the roles of the Chairman of the Board and the Chief Executive Officer (or President) whenever possible, so that an independent Director who has not served as an executive officer of the corporation serves as the Chairman of the Board of Directors.

STATEMENT

As the primary purpose of the Board of Directors is to protect shareholders1 interests by providing the independent oversight of management, including the Director serving as Chairman of the Board and President and/or Chief Executive Officer, the proponent believes that the separation of these roles will promote greater accountability to the Board of Directors and to the shareholders whose capital has created the corporation.

Fortunately, at the time this proposal is being made, Wells Fargo had not joined other financial entities in what has become 2007's "Write-down World" which include the following:

Washington Mutual, Inc.
Countrywide Financial Corp.
Wachovia Corp.
Bank of America Corp.
J. P. Morgan Chase & Co.
Citigroup, Inc.
Bear Stearns & Co.

None of these, including Wells Fargo & Company have an independent chairman of the board. The proponent believes the presence of an independent chairman would create greater accountability from other directors as well as the officers, including the president, of the corporation.

Many respected institutional investors support the proposed separation. CalPER's Corporate Core Principles and Guidelines state: "the independence of a majority of the Board is not enough" and that "the leadership of the Board must embrace independence, and it must ultimately change the way in which directors interact with management."

In order to ensure that our Board can provide the strategic direction for our company with greater independence and accountibility, please vote "FOR" this proposal.

-----FOOTNOTES-----

1 The proponent wishes to list the billions of "write-downs" beside the name of each corporation when those figures for 2007 are known.

[STAFF REPLY LETTER]

January 17, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Wells Fargo & Company
Incoming letter dated December 20, 2007

The proposal requests that the board of directors establish a policy of separating the roles of chairman of the board and chief executive officer (or president), whenever possible, so that an independent director who has not served as an executive officer serves as chairman of the board.

There appears to be some basis for your view that Wells Fargo may exclude the proposal under rule 14a-8(i)(11), as substantially duplicative of a previously submitted proposal that will be included in Wells Fargo's 2008 proxy materials. Accordingly, we will not recommend enforcement action to the Commission if Wells Fargo omits the proposal from its proxy materials in reliance on rule 14a-8(i)(11).

Sincerely,

/s/

William A. Hines
Special Counsel