From: singley@WellsFargo.COM
Sent: Thursday, August 15, 2002 3:24 PM
To: rule-comments@sec.gov
Subject: File No. S7-31-02

August 15, 2002


VIA ELECTRONIC MAIL

Jonathan G. Katz
Secretary
Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, D.C.  20549-0609

File No. S7-31-02

Dear Mr. Katz:  

		I am writing on behalf of Wells Fargo & Company in response
to the invitation for comments made by the Commission as part of its
consideration of amendments to the rules under Section 16(a) of the
Securities Exchange Act of 1934 required by the Sarbanes-Oxley Act of 2002.


Given the sweeping language of the new statute and its potential for
disrupting the existing balance between the benefits and burdens of the
present reporting system, we strongly urge the Commission to assert its
expertise in this area to the extent necessary to maintain some measure of
this balance.  We are troubled that great burdens will be imposed on
reporting companies by requiring frequent reports of information that will
be relatively useless to investors and of no significance whatsoever with
respect to liability under Section 16(b) of the Securities Exchange Act.  In
particular, we request that the new Section 16(a) rules provide some means
of not only delaying, but also aggregating, reports of phantom stock units
purchased pursuant to irrevocable elections, units of an issuer stock fund
in a 401(k) plan purchased with regular payroll deductions (together with
minor variations in the value of such a fund due to fluctuations in the
market value of the cash equivalents included in the fund to provide
liquidity), stock purchased pursuant to reinvested dividends and other
pre-planned and harmless transactions.  We know that it will be a severe
strain on our Company's resources to provide these reports with the
timeliness and frequency that they could be required.  And we question
whether the investing public will really benefit from the plethora of
reports that will result.  On the contrary, investors will have to dispose
of much more chaff to get to the few grains of wheat in the multitude of
newly required reports.     

Please consider these examples from our experience at Wells Fargo.  During a
typical year, the great majority of our directors do not buy or sell stock
in the open market.  Their only reportable activities are the grant to them
of stock options, their receipt of stock under a formula stock award plan
and the accrual of phantom stock from deferred retainer and meeting fees.
Under the current system, all of this could be reported on one form.
Potentially, under the new system, reporting would now be required on the
quarterly dates when their retainers and meeting fees are used to purchase
phantom stock units, on the separate quarterly dates when imputed dividends
are deemed paid on and reinvested in phantom stock units and on the one day
when options and formula stock awards are granted.  Nine reports may now be
required instead of one.  And the two-day deadline imposes an urgency on
this exercise that is not justified by the significance of the information
conveyed.    

For an officer who participates in the Wells Fargo stock fund of the 401(k)
plan and is deferring salary by purchasing phantom stock units, the contrast
will be even more dramatic.  Unless the Commission acts to relieve this
burden, an additional 28 reports during the year will be required for such
an officer, one for each of the semi-monthly paydays and one for each of the
quarterly dividend payment dates.  In other types of deferrals made by our
officers, at least four additional reports will be required.  

A two-business-day filing deadline for Section 16 reports is as short as is
humanly possible (assuming paper filings) and will no doubt result in added
personnel burdens on filers as well as on external information providers,
like plan administrators and stock transfer agents.  In our own case,
preparing and filing Forms 4 and 5 for all directors and officers now
require only one lawyer.  If all transactions must be reported within two
business days, at least two additional lawyers or paralegals will need to be
schooled in the arcane principles of Section 16 reporting and, eventually,
EDGAR filing to allow for vacations or other absences.  Assuming a
two-business-day deadline and paper filings, plan administrators and stock
transfer agents will have to instantaneously compute, prepare and send to
their customers the information necessary for Section 16 reports, so that it
may be received on the business day before the report is due.  With only two
business days to work with, this is patently impossible.  Unless a more
reasonable deadline is imposed, these providers will experience personnel
disruptions as they train back-up employees in anticipation of vacations and
other absences to cope with the new rules.  Depending on what these new
rules ultimately require, additional personnel resources may also be needed
if plan statements must be separately provided for reporting persons on top
of the normal practice of providing them for all employees at the end of a
month or quarter.  Additional expense for reporting companies may be
assumed.  For our own stock transfer agent, Wells Fargo Bank Minnesota,
N.A., which administers approximately 70 dividend reinvestment plans, 50
employee stock purchase plans and 15 direct purchase plans, it is not
possible to generate and mail the reports of purchases made under these
plans sooner than five days after the purchase date.  In the case of some of
the larger plans, these purchases may be spread over three or four days to
minimize market disruptions, and an average price may not be calculated
until all transactions are completed.  Time must also be allowed for
delivery of the mail.  We hope this demonstrates the need for much more than
two business days where Section 16 reports require information from external
plan administrators.  

We ask that the Commission, in the exercise of its powers under the new
statute, determine that reporting on a two-day deadline, in light of the
benefits and burdens of such reporting, is simply not feasible for certain
kinds of transactions.  We would hope that phantom stock units purchased
pursuant to irrevocable elections, units of an issuer stock fund in a 401(k)
plan purchased through payroll deductions, incidental fluctuations in the
value of such units not caused by employer or participant contributions, and
stock purchased with reinvested dividends would be included in this
determination.  We emphasize that not only is a longer deadline called for
but also a means of reporting such transactions in the aggregate.  We
believe the use of the word "feasible" in Section 403 of the new statute, as
opposed to "possible," is significant.  By using this word, we believe,
Congress has invited the Commission to use its expertise in determining
whether the burden of reporting these insignificant transactions is offset
by the value of the information provided to investors.  In the cases cited
above, we strongly suggest that the answer is no.  We are heartened that in
Release No. 34-46313 the Commission expressed its willingness to consider
longer filing deadlines for certain pre-existing arrangements.  We strongly
urge the Commission to place the foregoing kinds of transactions in this
category and also permit aggregate reporting for them as well.

With respect to the eventual mandatory filing of Forms 4 via EDGAR, we
appreciate the availability of EDGAR as a means for making full use of the
two-day filing deadline.  On the other hand, we wonder whether this will
result in any real advantage unless the EDGAR filing will also satisfy the
simultaneous filing requirement with the New York Stock Exchange.  We ask
that the Commission eliminate the latter requirement.  

Finally, in that connection, we ask for further clarification of the
Commission's willingness, expressed in Release No. 34-46313, to accept
electronically filed Forms 4 so long as all required information is
presented in the proper order.  Does this mean that a Form 4 in a
conventional word-processing format like Word or WordPerfect could be
attached to an e-mail and accepted for filing?  Those of us who are not yet
familiar with EDGAR would appreciate clarification and elaboration of this
point.  

We hope that the Commission, with its years of administering the securities
laws and its appreciation for what information is useful to investors, will
be able to retain some balance in the transaction reporting system that
Congress may not have appreciated in enacting Sarbanes-Oxley.  Given the
wide range of reportable information, and the correspondingly wide range of
its significance to investors, we cannot imagine a reporting system that
does not take account of these differences.  We are relying on the
Commission to retain the feasibility of this system. Thank you for your
consideration of these comments.

				Very truly yours,

				WELLS FARGO & COMPANY

				By Robert S. Singley 
				Vice President and Assistant Secretary