This Post-Effective Amendment No. 1 on Form S-8 covers shares of the Registrant’s common stock originally registered on the Registration Statement on Form S-4 to which this is an amendment. The registration fees in respect of such shares of common stock were paid at the time of the original filing of the Registration Statement on Form S-4 relating to such common stock. Pursuant to Rule 416(c) under the Securities Act of 1933, this Post-Effective Amendment No. 1 on Form S-8 also covers an indeterminate amount of interests that may be offered or sold pursuant to the Wachovia Savings Plan and the A.G. Edwards, Inc. Retirement and Profit Sharing Plan.

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EXPLANATORY NOTE

     Wells Fargo & Company, a Delaware corporation (“Wells Fargo” or the “Registrant”), hereby amends its Registration Statement on Form S-4, Registration No. 333-154879 (the “Form S-4”), by filing this Post-Effective Amendment No. 1 on Form S-8 (the “Post-Effective Amendment No. 1”). The Form S-4, as amended by this Post-Effective Amendment No. 1 on Form S-8, is referred to as the “Registration Statement.” Wells Fargo filed the Form S-4 in connection with the merger (the “Merger”) of Wachovia Corporation, a North Carolina corporation (“Wachovia”), with and into Wells Fargo on December 31, 2008. This Post-Effective Amendment No. 1 covers shares of the Registrant’s common stock originally registered on its Registration Statement on the Form S-4 that may be issued pursuant to the plans identified above following the Merger.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant (File No. 001-02979) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

     All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of such filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

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Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes indemnification of directors and officers of a Delaware corporation under certain circumstances against expenses, judgments and the like in connection with an action, suit or proceeding. Article Fourteenth of the Registrant’s Restated Certificate of Incorporation provides for broad indemnification of directors and officers.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Exhibit Index.

Item 9. Undertakings.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on January 2, 2009.

                                                                                                                                                          WELLS FARGO & COMPANY

                                                                                                                                                            By:   /s/  John G. Stumpf                                         
                                                                                                                                                            Name:     John G. Stumpf
                                                                                                                                                            Title:       President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 has been signed on January 2, 2009, by the following persons in the capacities indicated:

* John G. Stumpf, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by such persons.

/s/ John G. Stumpf                    
John G. Stumpf
Attorney-in-Fact

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Plans. Pursuant to the requirements of the Securities Act of 1933, the Wachovia Savings Plan and the A.G. Edwards, Inc. Retirement and Profit Sharing Plan have duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on January 2, 2009.

                                                                                                      WELLS FARGO & COMPANY, as plan sponsor

                                                                                                      By:       /s/ John G. Stumpf                             
                                                                                                                 John G. Stumpf
                                                                                                                 President and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit
Number				Description
5.1				Opinion of Robert J. Kaukol as to the legality of the shares to be issued.
23.1				Consent of Robert J. Kaukol (included in Exhibit 5.1).
23.2				Consent of KPMG LLP, San Francisco, California.
23.3				Consent of KPMG LLP, Charlotte, North Carolina.
24				Power of Attorney.*

*       Previously filed with Registration Statement No. 333-154879, on October 31, 2008.

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