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
7.50% Non-Cumulative Perpetual Convertible Class A	New York Stock Exchange, Inc.
Preferred Stock, Series L, 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 7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L, no par value (the “Series L Preferred Stock”) of Wells Fargo & Company (the “Registrant”) is incorporated herein by reference to the description included under the caption “New Wells Fargo Preferred Stock to be Issued in the Merger—Wells Fargo’s 7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L, no par value” 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 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 i nto 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 Registrant’s 8.00% Non-Cumulative Perpetual Class A
	Preferred Stock, Series J (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 Series L Preferred Stock (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	Form of certificate representing the Series L Preferred Stock.*

* 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
    &n bsp;       Senior Vice President and Assistant Treasurer

EX-4.1

Exhibit 4.1

THIS CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CORPORATION OR THE TRANSFER AGENT, 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

WELLS FARGO & COMPANY
Incorporated under the laws of
the State of Delaware
NUMBER 1	7.50% NON-CUMULATIVE
CUSIP 949746804	PERPETUAL CONVERTIBLE	SHARES
	CLASS A PREFERRED STOCK,	(AGGREGATE LIQUIDATION
	SERIES L	PREFERENCE)
	THIS CERTIFICATE IS
	TRANSFERRABLE IN
	NEW YORK, NY

This is to certify that Cede & Co. as nominee of the Depositary Trust Company (DTC) is the registered owner of fully paid and non-assessable shares of 7.50% Non-Cumulative Perpetual Class A Preferred Stock, Series L, no par value and a liquidation preference of $1,000 per share (liquidation preference in the aggregate) (the “Series L Preferred Stock”), 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 and 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

             & nbsp;      By:      _____________________ 
[Seal]   &n bsp;       Name: 
    &n bsp;                Title:

By:      _____________________
    &n bsp;     Name:

Title: 

          Countersigned and registered:

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

        By: __________________________

                           Authorized Officer

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(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.

          Each holder shall have the right, at such holder’s option, at any time, to convert all or any portion of such holder’s Series L Preferred Stock into shares of common stock, par value $1 2/3 per share, of the Corporation (“Common Stock”), as provided in the Certificate of Designations designating the terms, rights and preferences of the Series L Preferred Stock (the “Certificate of Designations”). On or after March 15, 2013, the Corporation may, at its option, at any time or from time to time, cause some or all of the Series L Preferred Stock to be converted into shares of Common Stock, subject to certain conditions as provided in the Certificate of Designations. The preceding description is qualified in its entirety by reference to the Certificate of Incorporation (and all amendments thereto) and the By-laws of the Corporation.

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          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.

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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.

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