Cadwalader, Wickersham & Taft LLP [LOGO]


March 17, 2006


Sara W. Dunton, Esq.
Senior Attorney
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

Re:   Wells Fargo Asset Securities Corporation
      Registration Statement on Form S-3 (File No. 333-131594)
      Filed on February 6, 2006
      --------------------------------------------------------

Dear Ms. Dunton:

We are counsel to Wells Fargo Asset Securities Corporation (the "Registrant")
under the above-captioned registration statement (the "Registration Statement").
We have reviewed your letter dated March 1, 2006 (the "Comment Letter")
transmitting comments of the Staff of the Division of Corporation Finance (the
"Staff") of the Securities and Exchange Commission (the "Commission") and have
discussed the comments contained therein with various representatives of the
Registrant. The following are the responses of the Registrant to the Staff's
comments. Terms used herein without definition have the meanings given them in
the form of base prospectus (the "Base Prospectus") or the form of prospectus
supplement (the "Prospectus Supplement") contained in Amendment No. 1 to the
Registration Statement ("Amendment No. 1"), which has been filed today with the
Commission through the EDGAR system. Enclosed herewith are four courtesy copies
of Amendment No. 1, two of which have been marked to show changes implemented in
response to the requests of the Staff in the Comment Letter.

      For your convenience, the Staff's comments are repeated in italics below,
followed by the Participant's responses. References to page numbers in Amendment
No. 1 are to the marked version.

1.    Please confirm that the depositor or any issuing entity previously
      established, directly or indirectly, by the depositor or any affiliate
      of the depositor have been current and timely with Exchange Act
      reporting during the last twelve months with respect to asset-




Sara W. Dunton,Esq.
March 17, 2006

      backed securities involving the same asset class. Please refer to General
      Instruction I.A.4. of Form S-3. Also, please provide us with the CIK codes
      for any affiliate of the depositor that has offered a class of
      asset-backed securities involving the same asset class as this offering.

      The Registrant confirms that the depositor and each issuing entity
      previously established, directly or indirectly, by the depositor has been
      current and timely with Exchange Act reporting during the last twelve
      months with respect to asset-backed securities involving the same asset
      class. No affiliate of the depositor has offered a class of asset-backed
      securities involving the same asset class as this offering during the last
      twelve months.

2.    Please confirm that all material terms to be included in the finalized
      agreements will also be disclosed in the Rule 424(b) prospectus, or that
      finalized agreements will be filed simultaneously with or prior to the
      final prospectus. Refer to Item 1100(1) of Regulation AB.

      The Registrant confirms that all material terms to be included in the
      finalized agreements will also be disclosed in the Rule 424(b) prospectus,
      or that finalized agreements will be filed simultaneously with or prior to
      the final prospectus.

3.    Please also confirm that you will file unqualified legal and tax opinions
      at the time of each takedown.

      The Registrant confirms that unqualified legal and tax opinions will be
      filed at the time of each takedown.

4.    Please note that a takedown off of a shelf that involves assets,
      structural features, credit enhancement or other features that were not
      described in the base prospectus will usually require either a new
      registration statement, if to include additional assets, or a
      post-effective amendment.  Refer to Rule 409 of the Securities Act,
      which requires that the registration statement be complete at the time
      of effectiveness, except for information that is not known or
      reasonably available.  Please confirm for us that the base prospectus
      includes all assets, credit enhancements or other structural features
      reasonably contemplated to be included in an actual takedown.

      The Registrant confirms that the base prospectus includes all assets,
      credit enhancements or other structural features reasonably contemplated
      to be included in an actual takedown.


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Sara W. Dunton,Esq.
March 17, 2006

5.    We note your statement on page 24 of the base prospectus that a percentage
      of the mortgage loans may be delinquent. Please confirm that you will
      abide by the delinquent asset limitation requirement under General
      Instruction I.B.5.(a)(ii) of Form S-3.

      The Registrant confirms that the percentage of delinquent mortgage loans
      included in any takedown will not exceed the delinquent asset limitation
      requirement under General Instruction I.B.5.(a)(ii) of Form S-3.

6.    We note you will provide disclosure in accordance with Item 1115 of
      Regulation AB in the prospectus supplement. Please add bracketed language
      to the prospectus supplement to show us where you intend to provide such
      information.

      The Staff's attention is directed to the section of the Prospectus
      Supplement captioned "The Yield Maintenance Agreement," which begins on
      page S-47. This section is illustrative of disclosure responsive to Item
      1115 of Regulation AB and is where, to the extent the significance
      percentage is 10% or more, provider financial information, as described in
      Item 1115, will be included or, subject to Item 1100(c), incorporated by
      reference.

7.    We note that the Trust will be entitled to receive payments based on
      "another interest rate index." Please confirm to us that you will not
      create any synthetic exposure by employing an "index" that is based on an
      equity or commodity. Refer to Section III.A.2.a of the Regulation AB
      Adopting Release (Release No. 33-8518).

      The Registrant confirms that it will not create any synthetic exposure by
      employing an index that is based on an equity or commodity.

8.    We note you will provide disclosure in accordance with Item 1114 of
      Regulation AB in the prospectus supplement. Please add bracketed language
      to the prospectus supplement to show us where you intend to provide such
      information.

      The Staff's requested change has been made at pages S-48 to S-50 of the
      Prospectus Supplement.

9.    Please revise to clarify here whether a financial guaranty insurance
      policy or surety bond will guarantee the securities themselves. If so,
      please register the guarantees or


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Sara W. Dunton,Esq.
March 17, 2006

      advise. Refer to footnote 329 of the Regulation AB adopting release (SEC
      Release 33-8518).

      While the Registrant understands that a guaranty may constitute a separate
      security, which in turn would be required to be registered under the
      Securities Act, unless exempt, the Registrant currently does not
      contemplate the use of any financial guaranty insurance policy or surety
      bond that is not an insurance policy exempt from registration pursuant to
      Section 3(a)(8) under the Securities Act.

10.   When available, please provide us with a copy of your updated pooling and
      servicing agreement, marked to show changes from the prior pooling and
      servicing agreement, including any changes made to comply with Regulation
      AB.

      The exhibits to the Registration Statement, including a form of pooling
      and servicing agreement, have been filed with Amendment No. 1. Enclosed
      herewith, for your convenience, is a hard copy of the pooling and
      servicing agreement, which has been marked to show changes made to comply
      with Regulation AB.

If you have any questions concerning the foregoing or require any additional
copies of Amendment No. 1, please contact the undersigned.

Very truly yours,

/s/ Jordan M. Schwartz

Jordan M. Schwartz

cc:   Lawrence D. Rubenstein, Esq.


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