8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Wells Fargo & Company
__________________________________________________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)

Delaware	41-0449260
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
420 Montgomery Street
San Francisco, California	94163
(Address of Principal Executive Offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class	Name of Each Exchange on Which
to be so Registered	Each Class is to be Registered
Depositary Shares, each representing a 1/40th interest in
a share of 8.00% Non-Cumulative Perpetual Class A	New York Stock Exchange, Inc.
Preferred Stock, Series J of Wells Fargo & Company, no
par value

________________________________________________________________________________________________________________

If this form relates to the registration of a class of	If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange	securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction	Act and is effective pursuant to General Instruction
A.(c), please check the following box: þ	A.(d), please check the following box: ¨

Securities Act registration statement file number to which this form relates: 333-154879

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

The description of the general terms and provisions of the 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, no par value (the “Series J Preferred Stock”) of Wells Fargo & Company (the “Registrant”) and the Depositary Shares of the Registrant, each representing a 1/40th interest in a share of Series J Preferred Stock (the “Depositary Shares”) is incorporated herein by reference to the descriptions included under the captions “New Wells Fargo Preferred Stock to be Issued in the Merger—Wells Fargo’s 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, no par value” and “New Wells Fargo Preferred Stock to be Issued in the Merger—Description of the Series J Depositary Shares” in the proxy statement-prospectus filed on November 24, 2008 and included as part of the Registrant’s registration statement on Form S-4 (Registration No. 333-154789) filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2008 and amended on November 18, 2008 and November 21, 2008 in connection with the pending merger of Wachovia Corporation with and into the Registrant.

Item 2. Exhibits.

3(a)	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
	Registrant’s Current Report on Form 8-K filed September 28, 2006).
3(b)	Certificate of Designations for the Registrant’s 2007 ESOP Cumulative Convertible
	Preferred Stock (incorporated by reference to Exhibit 3(a) to the Registrant’s Current
	Report on Form 8-K filed March 19, 2007).
3(c)	Certificate Eliminating the Certificate of Designations for the Registrant’s 1997 ESOP
	Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3(b) to the
	Registrant’s Current Report on Form 8-K filed March 19, 2007).
3(d)	Certificate of Designations for the Registrant’s 2008 ESOP Cumulative Convertible
	Preferred Stock (incorporated by reference to Exhibit 3(a) to the Registrant’s Current
	Report on Form 8-K filed March 18, 2008).
3(e)	Certificate Eliminating the Certificate of Designations for the Registrant’s 1998 ESOP
	Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3(b) to the
	Registrant’s Current Report on Form 8-K filed March 18, 2008).
3(f)	Certificate of Designations for the Registrant’s Non-Cumulative Perpetual Preferred Stock,
	Series A (incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on
	Form 8-K filed May 19, 2008).
3(g)	Certificate of Designations for the Registrant’s Non-Cumulative Perpetual Preferred Stock,
	Series B (incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on
	Form 8-K filed September 10, 2008).
3(h)	Certificate of Designations for the Registrant’s Fixed Rate Cumulative Perpetual Preferred
	Stock, Series D (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report
	on Form 8-K filed October 30, 2008).
3(i)	Certificate of Designations for the Registrant’s Dividend Equalization Preferred Shares
	(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
	filed December 30, 2008).
3(j)	Certificate of Designations for the Registrant’s Class A Preferred Stock, Series G
	(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
	filed December 30, 2008).
3(k)	Certificate of Designations for the Registrant’s Class A Preferred Stock, Series H
	(incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K
	filed December 30, 2008).

3(l)	Certificate of Designations for the Registrant’s Class A Preferred Stock, Series I
	(incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K
	filed December 30, 2008).
3(m)	Certificate of Designations for the Series J Preferred Stock (incorporated by reference to
	Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed December 30, 2008).
3(n)	Certificate of Designations for the Registrant’s Fixed-To-Floating Rate Non-Cumulative
	Perpetual Class A Preferred Stock, Series K (incorporated by reference to Exhibit 4.6 to the
	Registrant’s Current Report on Form 8-K filed December 30, 2008).
3(o)	Certificate of Designations for the Registrant’s 7.50% Non-Cumulative Perpetual
	Convertible Class A Preferred Stock, Series L (incorporated by reference to Exhibit 4.7 to
	the Registrant’s Current Report on Form 8-K filed December 30, 2008).
3(p)	Certificate of Designations for the Registrant’s Class A Preferred Stock, Series M
	(incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on Form 8-K
	filed December 30, 2008).
3(q)	By-Laws (incorporated by reference to Exhibit 3 to the Company’s Current Report on
	Form 8-K filed September 29, 2008).

4.1	Deposit Agreement, dated as of December 21, 2007, between Wachovia, U.S. Bank,      National Association as depositary, and the holders from time to time of Depositary Shares      (incorporated by reference to Exhibit 4.9 to the Registrant’s Amendment No. 1 to      Registration Statement on Form S-4, filed with the SEC on November 18, 2008).
4.2	Form of Depositary Receipt for the Depositary Shares.*
4.3	Form of Certificate representing the Series J Preferred Stock.*
4.4	Form of Letter Agreement between the Registrant and U.S. Bank National Association*

* Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	Wells Fargo & Company
Date: December 30, 2008	By:     /s/ Barbara S. Brett
	Barbara S. Brett
	Senior Vice President and Assistant Treasurer

EX-4.2

Exhibit 4.2

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO WELLS FARGO & COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASUMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DEPOSITARY SHARES

DR

     DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH
REPRESENTING 1/40^th OF ONE SHARE OF 8.00% NON-CUMULATIVE
PERPETUAL CLASS A PREFERRED STOCK, SERIES J,

OF

WELLS FARGO & COMPANY

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 949746879
SEE REVERSE FOR CERTAIN DEFINITIONS

U.S. BANK NATIONAL ASSOCIATION, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/40^th of one share of 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, liquidation preference $1,000 per share, no par value per share (the “Stock”), of WELLS FARGO & COMPANY, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 21, 2007 (the “Deposit Agreement”), among the Corporation as successor to Wachovia Corporation, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of th e Depositary Receipts by the manual signature of a duly authorized officer thereof.

This Depositary Receipt is transferable in New York, New York.

Dated:

U.S. BANK NATIONAL ASSOCIATION, as Depositary

By: _______________________________________
       Authorized Officer

 

[FORM OF REVERSE OF RECEIPT]
WELLS FARGO & COMPANY

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS FOR THE 8.00% NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES J, OF WELLS FARGO & COMPANY. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

__________________________

The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Depositary.

EXPLANATION OF ABBREVIATIONS

The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.

Abbreviation	Equivalent Phrase	Abbreviation	Equivalent Phrase
JT TEN	As joint tenants, with right	TEN BY ENT	As tenants by the entireties
	of survivorship and not as
	tenants in common
TEN IN COM	As tenants in common	UNIF GIFT MIN ACT	Uniform Gifts to Minors
			Act

Abbreviation	Equivalent Word	Abbreviation	Equivalent Word	Abbreviation	Equivalent Word
ADM	Administrator(s),	EX	Executor(s),	PAR	Paragraph
	Administratrix		Executrix
AGMT	Agreement	FBO	For the benefit of      PL		Public Law
ART	Article	FDN	Foundation	TR	(As) trustee(s),
					for, of
CH	Chapter	GDN	Guardian(s)	U	Under
CUST	Custodian for	GDNSHP	Guardianship	UA	Under
					agreement
DEC	Declaration	MIN	Minor(s)	UW	Under will of,
					Of will of,
					Under last will
					& testament
EST	Estate, of Estate
	of

           For value received, _______________ hereby sell(s), assign(s) and transfer(s) unto

______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ____________________Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.

Dated: _____________

                                NOTICE: The signature to
                                the assignment must
                                correspond with the name
                                as written upon the face of
                                this Receipt in every
                                particular, without
                                alteration or enlargement
                                or any change whatsoever.

SIGNATURE GUARANTEED

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

EX-4.3

Exhibit 4.3

Form of Preferred Stock Certificate
	WELLS FARGO & COMPANY
	Incorporated under the laws of
	the State of Delaware
NUMBER	8.00% NON-CUMULATIVE	SHARES
CUSIP 949746879	PERPETUAL CLASS A
	PREFERRED
	STOCK, SERIES J
	THIS CERTIFICATE IS
	TRANSFERABLE IN
	NEW YORK, NY

This is to certify that

is the registered owner of fully paid and non-assessable shares of 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, no par value and a liquidation preference of $1,000 per share, of Wells Fargo & Company, a Delaware corporation (the “Corporation”), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned an d registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

WELLS FARGO & COMPANY

By: ____________________________
Name: 
[Seal]                                                                Title:

By: ____________________________
Name: 
Title:

Countersigned and registered
                               Wells Fargo Bank, N.A., as Transfer Agent and Registrar

By: _____________________________      Authorized Officer

(REVERSE OF CERTIFICATE)

WELLS FARGO & COMPANY

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM –    as tenants in common
TEN ENT –      as tenants by the entireties
JT TEN –          as joint tenants with rights of survivorship and not as tenants in common
UNIF GIFT
MIN ACT – __________________________                     Custodian                     _______________________________          

                                        (Cust)                                                                                                            (Minor)

                                                                              under Uniform Gift to Minors Act

                      _________________________________________________________________________________
                                                                                                   (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE)

Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated: ___________

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

EX-4

Exhibit 4.4

Wells Fargo & Company
420 Montgomery Street, 2nd Floor
San Francisco, California 94104

December 31, 2008

U.S. Bank National Association
100 Wall Street, 16^th Floor
New York, NY 10005
Attention: Patrick Crowley

Ladies and Gentlemen:

We refer to the Deposit Agreement, dated as of December 21, 2007 (the “Deposit Agreement”), by and among Wachovia Corporation, a North Carolina corporation (“Wachovia”), U.S. Bank National Association, a national banking association formed under the laws of the United States (the “Deposita ry”), and all holders from time to time of Receipts issued thereunder. Capitalized terms used but not defined in this letter agreement shall have the meanings given to such terms in the Deposit Agreement. We also refer to the Agreement and Plan of Merger, dated as of October 3, 2008 (the “Merger Agreement”), as amended, by and between Wells Fargo & Company, a Delaware corporation (“Wells Fargo”) and Wachovia. In consideration of the covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to b e legally bound, Wells Fargo agrees as follows:

Effective immediately on the Effective Time (as defined in the Merger Agreement) and without any further action by any person, (a) Wells Fargo shall automatically assume hereby the rights, duties and obligations of Wachovia under the Deposit Agreement; and (b) Wells Fargo (as successor-in-interest to Wachovia) hereby instructs the Depositary pursuant to Section 4.6 of the Deposit Agreement to treat the 2,300,000 shares of Wells Fargo 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, no par value per share, $1,000 liquidation preference per share (the “Series J Preferred Stock”) delivered herewith to the Depositary in exchange for the Stock as new deposited property under the Deposit Agreement, and Receipts outstanding shall thereafter represent the proportionate interests of holders thereof in the Series J Preferred Stock so received in exchange for such Stock. The Depositary may in its discretion execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such newly deposited Series J Stock. Following such exchange, references to “Stock” in the Deposit Agreement shall be references to the Series J Preferred Stock. Wells Fargo covenants to promptly advise the Depositary in writing of the occurrence of the Effective Time and the date thereof.

Wells Fargo hereby represents and warrants to the Depositary that the Series J Preferred Stock on the Effective Time will be duly authorized and validly issued to the Depositary and will be fully paid and non-assessable. Wells Fargo further represents and warrants that the Series J Preferred Stock will have the rights, privileges, powers and preferences substantially identical to those of the Stock as contemplated by Section 1.9 of the Merger Agreement.

Wells Fargo hereby acknowledges that the Depositary’s execution and delivery of this letter shall not be deemed to constitute the Depositary’s consent or approval of the Merger Agreement or the transactions contemplated thereby or the waiver of any rights it may have or may have had as a holder of the Stock or of the Series J Preferred Stock.

Please acknowledge your understanding of our agreement as set forth herein by signing this letter in the space provided below and returning a copy to the undersigned. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles.

[Signature Page Follows]

                                                                                                               Very truly yours,

WELLS FARGO & COMPANY

By: _________________________
Name: 
Title:

Accepted and agreed to as of
the date set forth above:

U.S. BANK NATIONAL ASSOCIATION

By: __________________________
Name:
Title: