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)       February 15, 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 February  15,  2000,  National  Bancorp of Alaska,  Inc., a Delaware
corporation,  and Wells Fargo & Company, a Delaware corporation,  announced that
they have amended (the  "Amendment")  their agreement and plan of reorganization
dated as of  January  12,  2000 (the  "Agreement"),  to  redefine  "Wells  Fargo
Measurement Price," as set forth in ss. 1(a) of the Agreement. In the Amendment,
the parties deleted from the definition the words "the day immediately preceding
the date on which the Board of Governors of the Federal  Reserve System approves
the Merger" and substituted the words "March 15, 2000."

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       Amendment  to  Agreement  and  Plan  of  Reorganization,  dated  as of
          February 15, 2000.


<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:  February 15, 2000

<PAGE>


                                  EXHIBIT INDEX

2.1       Amendment  to  Agreement  and  Plan  of  Reorganization,  dated  as of
          February 15, 2000
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3602}]
{"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": "546964"}, "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)       February 15, 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 February  15,  2000,  National  Bancorp of Alaska,  Inc., a Delaware
corporation,  and Wells Fargo & Company, a Delaware corporation,  announced that
they have amended (the  "Amendment")  their agreement and plan of reorganization
dated as of  January  12,  2000 (the  "Agreement"),  to  redefine  "Wells  Fargo
Measurement Price," as set forth in ss. 1(a) of the Agreement. In the Amendment,
the parties deleted from the definition the words "the day immediately preceding
the date on which the Board of Governors of the Federal  Reserve System approves
the Merger" and substituted the words "March 15, 2000."

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       Amendment  to  Agreement  and  Plan  of  Reorganization,  dated  as of
          February 15, 2000.
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:  February 15, 2000
EXHIBIT INDEX

2.1       Amendment  to  Agreement  and  Plan  of  Reorganization,  dated  as of
          February 15, 2000