Company Name: Wells Fargo & Co.
Public Availability Date: February 20, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

VIA E-MAIL to cfletters@sec.gov

February 20, 2008

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 Co-Filed by the Sisters of the Holy Spirit and Mary Immaculate

Ladies and Gentlemen:

This letter supplements the letter dated January 23, 2008 from Wells Fargo & Company ("Wells Fargo") to the Securities and Exchange Commission (the "Commission"). In its January 23\rd/ letter, Wells Fargo advised the Commission that, based on a letter from the Sisters of the Holy Spirit and Mary Immaculate (the "Proponent") dated January 8, 2008 purporting to withdraw as a co-filer of a proposal regarding a stockholder advisory vote on executive compensation (the "Proposal"), Wells Fargo was likewise withdrawing its request dated December 27, 2007 that the Commission not take any action if Wells Fargo omitted from its 2008 Proxy Materials, or in the alternative, declined to provide the information specified in Rule 14a-8(l), with respect to the Proponent as a co-filer of the Proposal because the Proponent had not submitted its co-filed Proposal to Wells Fargo on a timely basis in accordance with Rule 14a-8(e) and (f). For the convenience of the Commission staff, a copy of Wells Fargo's January 23\rd/ letter (which includes, as exhibits, Wells Fargo's December 27, 2007 "no-action letter" request, the Proposal, and the Proponent's January 8, 2008 letter) is attached to this letter as Exhibit 1.

After conversations with the Commission Staff regarding the Proponent's January 8\th/ letter, Wells Fargo requested, and received from the Proponent a letter dated February 12, 2008, explicitly confirming its intent to withdraw as a co-filer of the Proposal. A copy of the Proponent's February 12\th/ letter is attached to this letter as Exhibit 2. Accordingly, based on the statements contained in the Proponent's January 8\th/ letter and the Proponent's express withdrawal as a co-filer contained in its February 12\th/ letter, Wells Fargo hereby notifies the Commission that Wells Fargo is therefore withdrawing its December 27, 2007 no-action request with respect to the Proposal.

Based on conversations with Commission staff, Wells Fargo is filing one copy of this withdrawal letter, with attachments, with the Commission via e-mail to the e-mail address listed above, with a copy to the Staff via fax. If the Staff has any questions about this letter, please contact the undersigned at 612/667-2367.

Very truly yours,

/s/

Mary E. Schaffner
Senior Company Counsel

cc: Heather Maples, Esq.
Securities and Exchange Commission (via fax to 202-772-9201)
Sister Gabriela Lohan, Sisters of the Holy Spirit and Mary Immaculate
Timothy Smith, Walden Asset Management

[APPENDIX 1]

EXHIBIT A

November 14, 2007

RICHARD KOVACEVICH
WELLS FARGO & COMPANY
420 MONTGOMERY STREET
SAN FRANCISCO, CA 94104

Dear Mr. Kovacevich,

On behalf Sisters of the Holy Spirit and Mary Immaculate, I write to give notice that pursuant to the 2008 proxy statement of WELLS FARGO & COMPANY and Rule 14a-8 under the Securities Exchange Act of 1934, the Sisters of the Holy Spirit and Mary Immaculate intends to co-file the attached proposal with Walden Asset Management at the 2008 annual meeting of shareholders. The Sisters of the Holy Spirit and Mary Immaculate is a beneficial owner of over 2,000 of shares and has held these shares for over one year. In addition, the Sisters of the Holy Spirit and Mary Immaculate intends to hold the shares through the date on which the Annual Meeting is held.

Mr. Timothy Smith, Walden Asset Management, will be our representative regarding this resolution and he can be reached at 617-695-5177.

Sincerely,

/s/

Sister Gabriella Lohan
General Treasurer

SGL: mjh

[APPENDIX 2]

RESOLVED, that shareholders of Wells Fargo urge the board of directors to adopt a policy that Company shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by Wells Fargo's management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

SUPPORTING STATEMENT

Investors are increasingly concerned about mushrooming executive compensation which sometimes appears to be insufficiently aligned with the creation of shareholder value. Media and government focus on back dating of stock options has increased investor concern. This proposed reform can help rebuild investor confidence.

The SEC has created a new rule, with record support from investors, requiring companies to disclose additional information about compensation and perquisites for top executives. The rule goes into effect this year. In establishing the rule the SEC has made it clear that it is the role of market forces, not the SEC, to provide checks and balances on compensation practices.

We believe that existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not provide shareholders with enough mechanisms for providing input to boards on senior executive compensation. In contrast to U.S. practices, in the United Kingdom, public companies allow shareholders to cast an advisory vote on the "directors' remuneration report," which discloses executive compensation. Such a vote isn't binding, but gives shareholders a clear voice that could help shape senior executive compensation.

Currently U.S. stock exchange listing standards require shareholder approval of equity-based compensation plans; those plans, however, set general parameters and accord the compensation committee substantial discretion in making awards and establishing performance thresholds for a particular year. Shareholders do not have any mechanism for providing ongoing feedback on the application of those general standards to individual pay packages. (See Lucian Bebchuk & Jesse Fried, Pay Without Performance 49 (2004))

Similarly, performance criteria submitted for shareholder approval to allow a company to deduct compensation in excess of $1 million are broad and do not constrain compensation committees in setting performance targets for particular senior executives. Withholding votes from compensation committee members who are standing for reelection is a blunt and insufficient instrument for registering dissatisfaction with the way in which the committee has administered compensation plans and policies in the previous year.

Accordingly, we urge Wells Fargo's board to allow shareholders to express their opinion about senior executive compensation at Wells Fargo by establishing an annual referendum process. The results of such a vote would, we think, provide the board and management with useful information about whether shareholders view the company's senior executive compensation, as reported each year, are in shareholders' best interests.

[STAFF REPLY LETTER]

February 20, 2008

Mary E. Schaffner
Senior Company Counsel
Wells Fargo & Company
Law Department
N9305-173
1700 Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479

Re: Wells Fargo & Company

Dear Ms. Schaffner:

This is in regard to your letter dated February 20, 2008 concerning the shareholder proposal submitted by the Sisters of the Holy Spirit and Mary Immaculate for inclusion in Wells Fargo's proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponent has withdrawn as a co-proponent of the proposal, and that Wells Fargo therefore withdraws its request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Sincerely,

/s/

Heather L. Maples
Special Counsel

cc: Sister Gabriella Lohan
General Treasurer
Office of the Treasurer
Sisters of the Holy Spirit and Mary Immaculate
Holy Spirit Convent
301 Yucca Street
San Antonio, TX 78203-2399