SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      January 12, 2000
                                                   --------------------------

                        National Bancorp of Alaska, Inc.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         Delaware                       0-10769                  92-0087646
--------------------------------------------------------------------------------
   (State or Other Jurisdiction      (Commission                (IRS Employer
      of Incorporation)               File Number)        Identification Number)

Northern Lights Boulevard and C Street, Anchorage, AK             99503
--------------------------------------------------------------------------------
         (Address of Principal Executive Office)                (Zip Code)

Registrant's telephone number, including area code        907/276-1132
                                                   ---------------------------


                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>




ITEM 5. OTHER EVENTS.

         On January  12,  2000,  National  Bancorp of Alaska,  Inc.,  a Delaware
corporation ("NBAK"),  and Wells Fargo & Company, a Delaware corporation ("Wells
Fargo"),  announced  that they have signed a  definitive  agreement  and plan of
reorganization (the "Agreement") for the merger of NBAK and Wells Fargo.

         The Agreement  provides that a  wholly-owned  subsidiary of Wells Fargo
will be merged by  statutory  merger  with and into  NBAK,  with NBAK  being the
surviving corporation (the "Merger").  At the effective time of the Merger, each
share of NBAK common stock  outstanding  immediately prior to the effective time
of the Merger will be  converted  into the right to receive the number of shares
of Wells  Fargo  common  stock  determined  by  dividing  $30 by the Wells Fargo
Measurement Price. The "Wells Fargo Measurement Price" is defined as the average
of the closing  prices of a share of Wells Fargo common stock as reported on the
consolidated  tape of the New York Stock  Exchange  during the period of fifteen
trading days ending on the day immediately preceding the date on which the Board
of Governors of the Federal Reserve System approves the Merger.

         The  acquisition  is expected to be completed in the second  quarter of
2000.  The Merger is  subject  to the  approval  of NBAK's  shareholders  and of
banking  regulators.  The Agreement  contemplates  a tax-free  exchange of Wells
Fargo  common  stock  for the  stock  of  NBAK.  The  total  purchase  price  is
approximately $907 million.

         As an inducement to Wells Fargo to enter into the Agreement,  Mr. Elmer
E.  Rasmuson,  the principal  stockholder  of NBAK,  and Mr. Edward B. Rasmuson,
Chairman of the Board of Directors of NBAK,  entered into  agreements with Wells
Fargo whereby each agreed that until  consummation  of the Merger or termination
of the  Agreement he will not contract to sell or otherwise  transfer or dispose
of his shares of NBAK common stock except pursuant to the Merger, with the prior
consent of Wells Fargo,  or by  operation  of law,  and further  agreed that all
shares of NBAK common stock  beneficially owned by him at the record date of any
meeting of  stockholders of NBAK called to vote upon the Merger will be voted in
favor of the Merger.  The number of shares of NBAK common stock subject to these
agreements  constitutes  a majority  of the  outstanding  shares of NBAK  common
stock.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (a) Not Applicable.

                  (b) Not Applicable.

                  (c) Exhibits.

         The following exhibits are filed with this Current Report on Form 8-K:


<PAGE>



Exhibit
Number            Description
------            -----------

2.1    Agreement and Plan of Reorganization, dated January  12, 2000,    between
       National Bancorp of Alaska, Inc. and Wells Fargo & Company.

2.2    Voting  Agreement, dated  January 12, 2000, between Elmer E. Rasmuson and
       Wells Fargo & Company.

2.3    Voting Agreement, dated  January 12, 2000, between Edward B. Rasmuson and
       Wells Fargo & Company.


<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             NATIONAL BANCORP OF ALASKA, INC.

                                             By: /s/ Edward B. Rasmuson
                                                 -------------------------------
                                                 Name: Edward B. Rasmuson
                                                 Title: Chairman of the Board
                                                          of Directors

Date:  January 14, 2000


<PAGE>



                                  EXHIBIT INDEX

2.1    Agreement and Plan of Reorganization, dated January 12, 2000, between
       National Bancorp of Alaska, Inc. and Wells Fargo & Company.

2.2    Voting Agreement, dated January 12, 2000, between Elmer E. Rasmuson and
       Wells Fargo & Company.

2.3    Voting Agreement, dated January 12, 2000, between Edward B. Rasmuson and
       Wells Fargo & Company.
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{"company-data": {"conformed-name": "NATIONAL BANCORP OF ALASKA INC", "cik": "0000705356", "assigned-sic": "6021", "irs-number": "920087646", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-10769", "film-number": "507861"}, "business-address": {"street1": "301 NORTHERN LIGHTS BLVD C ST", "street2": "P O BOX 100600", "city": "ANCHORAGE", "state": "AK", "zip": "99503", "phone": "9072761132"}, "mail-address": {"street1": "301 W NORTHERN LIGHTS", "street2": "P O BOX 100600 CONTROLLERS DEPT", "city": "ANCHORAGE", "state": "AK", "zip": "99510-0600"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      January 12, 2000
                                                   --------------------------

                        National Bancorp of Alaska, Inc.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         Delaware                       0-10769                  92-0087646
--------------------------------------------------------------------------------
   (State or Other Jurisdiction      (Commission                (IRS Employer
      of Incorporation)               File Number)        Identification Number)

Northern Lights Boulevard and C Street, Anchorage, AK             99503
--------------------------------------------------------------------------------
         (Address of Principal Executive Office)                (Zip Code)

Registrant's telephone number, including area code        907/276-1132
                                                   ---------------------------

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.

         On January  12,  2000,  National  Bancorp of Alaska,  Inc.,  a Delaware
corporation ("NBAK"),  and Wells Fargo & Company, a Delaware corporation ("Wells
Fargo"),  announced  that they have signed a  definitive  agreement  and plan of
reorganization (the "Agreement") for the merger of NBAK and Wells Fargo.

         The Agreement  provides that a  wholly-owned  subsidiary of Wells Fargo
will be merged by  statutory  merger  with and into  NBAK,  with NBAK  being the
surviving corporation (the "Merger").  At the effective time of the Merger, each
share of NBAK common stock  outstanding  immediately prior to the effective time
of the Merger will be  converted  into the right to receive the number of shares
of Wells  Fargo  common  stock  determined  by  dividing  $30 by the Wells Fargo
Measurement Price. The "Wells Fargo Measurement Price" is defined as the average
of the closing  prices of a share of Wells Fargo common stock as reported on the
consolidated  tape of the New York Stock  Exchange  during the period of fifteen
trading days ending on the day immediately preceding the date on which the Board
of Governors of the Federal Reserve System approves the Merger.

         The  acquisition  is expected to be completed in the second  quarter of
2000.  The Merger is  subject  to the  approval  of NBAK's  shareholders  and of
banking  regulators.  The Agreement  contemplates  a tax-free  exchange of Wells
Fargo  common  stock  for the  stock  of  NBAK.  The  total  purchase  price  is
approximately $907 million.

         As an inducement to Wells Fargo to enter into the Agreement,  Mr. Elmer
E.  Rasmuson,  the principal  stockholder  of NBAK,  and Mr. Edward B. Rasmuson,
Chairman of the Board of Directors of NBAK,  entered into  agreements with Wells
Fargo whereby each agreed that until  consummation  of the Merger or termination
of the  Agreement he will not contract to sell or otherwise  transfer or dispose
of his shares of NBAK common stock except pursuant to the Merger, with the prior
consent of Wells Fargo,  or by  operation  of law,  and further  agreed that all
shares of NBAK common stock  beneficially owned by him at the record date of any
meeting of  stockholders of NBAK called to vote upon the Merger will be voted in
favor of the Merger.  The number of shares of NBAK common stock subject to these
agreements  constitutes  a majority  of the  outstanding  shares of NBAK  common
stock.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (a) Not Applicable.

                  (b) Not Applicable.

                  (c) Exhibits.

         The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number            Description
------            -----------

2.1    Agreement and Plan of Reorganization, dated January  12, 2000,    between
       National Bancorp of Alaska, Inc. and Wells Fargo & Company.

2.2    Voting  Agreement, dated  January 12, 2000, between Elmer E. Rasmuson and
       Wells Fargo & Company.

2.3    Voting Agreement, dated  January 12, 2000, between Edward B. Rasmuson and
       Wells Fargo & Company.
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             NATIONAL BANCORP OF ALASKA, INC.

                                             By: /s/ Edward B. Rasmuson
                                                 -------------------------------
                                                 Name: Edward B. Rasmuson
                                                 Title: Chairman of the Board
                                                          of Directors

Date:  January 14, 2000
EXHIBIT INDEX

2.1    Agreement and Plan of Reorganization, dated January 12, 2000, between
       National Bancorp of Alaska, Inc. and Wells Fargo & Company.

2.2    Voting Agreement, dated January 12, 2000, between Elmer E. Rasmuson and
       Wells Fargo & Company.

2.3    Voting Agreement, dated January 12, 2000, between Edward B. Rasmuson and
       Wells Fargo & Company.