<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1999

                                                      Registration No. 333-_____
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                              ------------------
                             WELLS FARGO & COMPANY
                     (FORMERLY NAMED NORWEST CORPORATION)
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                 <C>                           <C>
       DELAWARE                               6712                  41-0449260
 (State or other jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer
 incorporation or organization)     Classification Code Number)   Identification No.)
</TABLE>
                             420 MONTGOMERY STREET
                        San Francisco, California 94163
                                  415-477-1000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                              ------------------
                               STANLEY S. STROUP
                  Executive Vice President and General Counsel
                             WELLS FARGO & COMPANY
                             420 Montgomery Street
                        San Francisco, California 94163
                                  415-396-6019
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                                    COPY TO:
                                ROBERT J. KAUKOL
                             WELLS FARGO & COMPANY
                          1050 17TH STREET, SUITE 120
                             DENVER, COLORADO 80265
                                  303-899-5802
                              __________________
            WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN
                             (Full titles of plan)
                              ____________________
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
        Title of Securities             Amount     Proposed Maximum     Proposed Maximum     Amount of
               to Be                    to Be       Offering Price          Aggregate       Registration
             Registered               Registered       Per Share         Offering Price         Fee
--------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>                  <C>                  <C>
Common Stock                           3,000,000          $36.25(2)      $108,750,000(2)    $32,302.50
(par value $1-2/3 per share) (1)
========================================================================================================
</TABLE>
(1)  Each share of the Registrant's common stock includes one preferred stock
     purchase right.

(2)  Estimated solely for the purpose of computing the registration fee.
                           __________________________
<PAGE>
 
                                    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 Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Prospectus:

 .  Annual Report on Form 10-K for the year ended December 31, 1998;

 .  Current Report on Form 8-K filed January 29, 1999;

 .  Current Report on Form 8-K filed October 13, 1997, containing a description
   of the Common Stock;

 .  Registration Statement on Form 8-A dated October 21, 1998, containing a
   description of preferred stock purchase rights attached to shares of the
   Common Stock; and

        All documents filed by 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.

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 action, suit or proceeding.  Article Fourteenth of the Restated Certificate
of Incorporation of the Registrant provides for broad indemnification of
directors and officers.  The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        See Exhibit Index.

                                     II-1
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

       (a) The undersigned registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
               made, a posteffective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933.

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent posteffective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) ((S)230.424(b) of this
                     chapter) if, in the aggregate, the changes in volume and
                     price represent no more than 20% change in the maximum
                     aggregate offering price set forth in the "Calculation of
                     Registration Fee" table in the effective registration
                     statement.

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

               provided, however, that paragraphs (i) and (ii) above do not
               apply if 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 of section 15(d) of the
               Exchange Act that are incorporated by reference in the
               registration statement.

           (2) That, for the purpose of determining any liability under the
               Securities Act of 1933, each such posteffective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

           (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934)
           that is incorporated by reference in the registration statement shall
           be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.

       (c) Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers, and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable.  In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the 

                                     II-2
<PAGE>
 
           registrant of expenses incurred or paid by a director, officer, or
           controlling person of the registrant in the successful defense of any
           action, suit or proceeding) is asserted by such director, officer, or
           controlling person in connection with the securities being
           registered, the registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

                                     II-3
<PAGE>
 
                                   SIGNATURES

   REGISTRANT.  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 REGISTRATION
STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA, ON MARCH 18,
1999.

                                WELLS FARGO & COMPANY

                                By:      /s/ Richard M. Kovacevich
                                      ----------------------------
                                          Richard M. Kovacevich
                                     President and Chief Executive Officer

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-8 HAS BEEN SIGNED ON MARCH 18, 1999 BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED:


    /s/ Richard M. Kovacevich            President and Chief Executive Officer
    -------------------------                                                 
        Richard M. Kovacevich            (Principal Executive Officer)


    /s/ Rodney L. Jacobs                 Vice Chairman and Chief
    --------------------                                        
        Rodney L. Jacobs                    Financial Officer
                                         (Principal Financial Officer)

    /s/ Les L. Quock                     Senior Vice President and Controller
    ----------------                                                         
        Les L. Quock                     (Principal Accounting Officer)

LES BILLER           )
J.A. BLANCHARD III   )
DAVID A. CHRISTENSEN )
SUSAN E. ENGEL       )
PAUL HAZEN           )
WILLIAM A. HODDER    )
RODNEY L. JACOBS     )
REATHA CLARK KING    )                   A majority of the
RICHARD M. KOVACEVICH)                   Board of Directors*
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN  )
BENJAMIN F. MONTOYA  )
IAN M. ROLLAND       )
MICHAEL W. WRIGHT    )
--------------------
*Richard M. Kovacevich, 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/ Richard M. Kovacevich
                                    ---------------------------
                                     Richard M. Kovacevich
                                     Attorney-in-Fact

                                     II-4
<PAGE>
 
   PLAN.  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
ADMINISTRATOR OF THE WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF
CALIFORNIA, ON MARCH 18, 1999.


                                WFC HOLDINGS CORPORATION

                                By:  /s/ Richard M. Kovacevich
                                     --------------------------
                                     Richard M. Kovacevich
                                     President

                                     II-5
<PAGE>
 
                               INDEX TO EXHIBITS

Exhibit                                                               Form of
Number               Description                                      Filing
------               -----------                                      ------

 4.1   Restated Certificate of Incorporation, as amended
       (incorporated by reference to Exhibit 3(b) to
       Registrant's Current Report on Form 8-K dated
       June 28, 1993. Certificates of Amendment of
       Certificate of Incorporation (incorporated by
       reference to Exhibit 3 to Registrant's Current
       Report on Form 8-K dated July 3, 1995, and
       Exhibits 3(b) and 3(c) to Registrant's Quarterly
       Report on Form 10-Q for the quarter ended
       September 30, 1998).

4.1.1  Certificate of Designations for ESOP Cumulative
       Convertible Preferred Stock (incorporated by
       reference to Exhibit 4 to Registrant's Quarterly
       Report on Form 10-Q for the quarter ended March
       31, 1994).

4.1.2  Certificate of Designations for Cumulative
       Tracking Preferred Stock (incorporated by
       reference to Exhibit 3 to Registrant's Current
       Report on Form 8-K dated January 9, 1995).

4.1.3  Certificate of Designations for 1995 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 4 to
       Registrant's Quarterly Report on Form 10-Q for
       the quarter ended March 31, 1995).

4.1.4  Certificate of Designations for 1996 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 3 to
       Registrant's Current Report on Form 8-K dated
       November 26, 1996).

4.1.5  Certificate of Designations for 1998 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 3 to
       Registrant's Current Report on Form 8-K dated
       April 14, 1998).

4.1.6  Certificate of Designations for 1998 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 3 to
       Registrant's Current Report on Form 8-K dated
       April 20, 1998).

4.1.7  Certificate of Designations for Adjustable
       Cumulative Preferred Stock, Series B
       (incorporated by reference to Exhibit 3(j) to
       Registrant's Quarterly Report on Form 10-Q for
       the quarter ended September 30, 1998).

4.1.8  Certificate of Designations for Fixed/Adjustable
       Rate Noncumulative Preferred Stock, Series H
       (incorporated by reference to Exhibit 3(k) to
       Registrant's Quarterly Report on Form 10-Q for
       the quarter ended September 30, 1998).

4.1.9  Certificate of Designations for Series C Junior
       Participating Preferred Stock (incorporated by
       reference to Exhibit 3(l) to Registrant's Annual
       Report on Form 10-K for the year ended December
       31, 1998).
<PAGE>
 
Exhibit                                                Form of
Number               Description                           Filing
------               -----------                           ------

4.1.10  Certificate Eliminating the Certificate of
        Designations for Cumulative Convertible
        Preferred Stock, Series B (incorporated by
        reference to Exhibit 3(a) to Registrant's
        Current Report on Form 8-K dated November 1,
        1995).

4.1.11  Certificate Eliminating the Certificate of
        Designations for 10.24% Cumulative Preferred
        Stock (incorporated by reference to Exhibit 3 to
        Registrant's Current Report on Form 8-K dated
        February 20, 1996).

 4.2    By-Laws (incorporated by reference to Exhibit
        3(m) to Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1998).

 4.3    Rights Agreement, dated as of October 21, 1998,
        between Norwest Corporation (now named Wells
        Fargo & Company) and ChaseMellon Shareholder
        Services, L.L.C., as Rights Agent (incorporated
        by reference to Exhibit 4.1 to Registrant's
        Registration Statement on Form 8-A dated October
        21, 1998).

  5     Opinion of Stanley S. Stroup.                Electronic
                                                            Transmission
 
  23.1  Consent of Stanley S. Stroup (included as part
        of Exhibit 5).

  23.2  Consent of KPMG LLP.                                Electronic
                                                      Transmission
 
 
  24.1  Powers of Attorneys (incorporated by reference
        to the Registrant's Registration Statement on
        Form S-4 (Registration No. 333-63247) filed on
        September 11, 1998).

24.2    Powers of Attorney.                            Electronic
                                                            Transmission
 
99.1    Wells Fargo & Company Tax Advantage and
        Retirement Plan and Trust (incorporated by
        reference to Exhibit 99.1 to Registrant's
        Registration Statement on Form S-8 filed
        November 30, 1998 (File No. 333-68093).

99.2    Amendment No. 1 to the Wells Fargo & Company Tax
        Advantage and Retirement Plan and Trust
        (incorporated by reference to Exhibit 99.2 to
        Registrant's Registration Statement on Form S-8
        filed November 30, 1998 (File No. 333-68093).

99.3    Amendment No. 2 to the Wells Fargo & Company Tax
        Advantage and Retirement Plan and Trust
        (incorporated by reference to Exhibit 99.3 to
        Registrant's Registration Statement on Form S-8
        filed November 30, 1998 (File No. 333-68093).

99.4    Amendment to the Employee Benefit Plans
       Sponsored by former Wells Fargo & Company
       (incorporated by reference to Exhibit 99.4 to
       Registrant's Registration Statement on Form S-8
       filed November 30, 1998 (File No. 333-68093).
[{"type": "S-8", "sequence": "1", "description": "WELLS FARGO FORM S-8,", "secsgml_size_bytes": 20562}]
{"company-data": {"conformed-name": "WELLS FARGO & CO/MN", "cik": "0000072971", "assigned-sic": "6021", "irs-number": "410449260", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74643", "film-number": "99568058"}, "business-address": {"street1": "420 MONTGOMERY STREET", "street2": "SIXTH & MARQUETTE", "city": "SAN FRANCISCO", "state": "CA", "zip": "94163", "phone": "6126671234"}, "mail-address": {"street1": "NORWEST CENTER", "street2": "SIXTH & MARQUETTE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55479"}, "former-company": [{"former-conformed-name": "NORWEST CORP", "date-changed": "19920703"}, {"former-conformed-name": "NORTHWEST BANCORPORATION", "date-changed": "19830516"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1999

                                                      Registration No. 333-_____
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                              ------------------
                             WELLS FARGO & COMPANY
                     (FORMERLY NAMED NORWEST CORPORATION)
             (Exact name of registrant as specified in its charter)
DELAWARE                               6712                  41-0449260
 (State or other jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer
 incorporation or organization)     Classification Code Number)   Identification No.)
420 MONTGOMERY STREET
                        San Francisco, California 94163
                                  415-477-1000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                              ------------------
                               STANLEY S. STROUP
                  Executive Vice President and General Counsel
                             WELLS FARGO & COMPANY
                             420 Montgomery Street
                        San Francisco, California 94163
                                  415-396-6019
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                                    COPY TO:
                                ROBERT J. KAUKOL
                             WELLS FARGO & COMPANY
                          1050 17TH STREET, SUITE 120
                             DENVER, COLORADO 80265
                                  303-899-5802
                              __________________
            WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN
                             (Full titles of plan)
                              ____________________
                        CALCULATION OF REGISTRATION FEE
Title of Securities             Amount     Proposed Maximum     Proposed Maximum     Amount of
               to Be                    to Be       Offering Price          Aggregate       Registration
             Registered               Registered       Per Share         Offering Price         Fee
--------------------------------------------------------------------------------------------------------
Common Stock                           3,000,000          $36.25(2)      $108,750,000(2)    $32,302.50
(par value $1-2/3 per share) (1)
========================================================================================================
(1)  Each share of the Registrant's common stock includes one preferred stock
     purchase right.

(2)  Estimated solely for the purpose of computing the registration fee.
                           __________________________
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 Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Prospectus:

 .  Annual Report on Form 10-K for the year ended December 31, 1998;

 .  Current Report on Form 8-K filed January 29, 1999;

 .  Current Report on Form 8-K filed October 13, 1997, containing a description
   of the Common Stock;

 .  Registration Statement on Form 8-A dated October 21, 1998, containing a
   description of preferred stock purchase rights attached to shares of the
   Common Stock; and

        All documents filed by 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.

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 action, suit or proceeding.  Article Fourteenth of the Restated Certificate
of Incorporation of the Registrant provides for broad indemnification of
directors and officers.  The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        See Exhibit Index.

                                     II-1
ITEM 9.  UNDERTAKINGS.

       (a) The undersigned registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
               made, a posteffective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933.

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent posteffective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) ((S)230.424(b) of this
                     chapter) if, in the aggregate, the changes in volume and
                     price represent no more than 20% change in the maximum
                     aggregate offering price set forth in the "Calculation of
                     Registration Fee" table in the effective registration
                     statement.

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

               provided, however, that paragraphs (i) and (ii) above do not
               apply if 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 of section 15(d) of the
               Exchange Act that are incorporated by reference in the
               registration statement.

           (2) That, for the purpose of determining any liability under the
               Securities Act of 1933, each such posteffective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

           (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934)
           that is incorporated by reference in the registration statement shall
           be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.

       (c) Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers, and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable.  In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the 

                                     II-2
registrant of expenses incurred or paid by a director, officer, or
           controlling person of the registrant in the successful defense of any
           action, suit or proceeding) is asserted by such director, officer, or
           controlling person in connection with the securities being
           registered, the registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

   REGISTRANT.  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 REGISTRATION
STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA, ON MARCH 18,
1999.

                                WELLS FARGO & COMPANY

                                By:      /s/ Richard M. Kovacevich
                                      ----------------------------
                                          Richard M. Kovacevich
                                     President and Chief Executive Officer

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-8 HAS BEEN SIGNED ON MARCH 18, 1999 BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED:

    /s/ Richard M. Kovacevich            President and Chief Executive Officer
    -------------------------                                                 
        Richard M. Kovacevich            (Principal Executive Officer)

    /s/ Rodney L. Jacobs                 Vice Chairman and Chief
    --------------------                                        
        Rodney L. Jacobs                    Financial Officer
                                         (Principal Financial Officer)

    /s/ Les L. Quock                     Senior Vice President and Controller
    ----------------                                                         
        Les L. Quock                     (Principal Accounting Officer)

LES BILLER           )
J.A. BLANCHARD III   )
DAVID A. CHRISTENSEN )
SUSAN E. ENGEL       )
PAUL HAZEN           )
WILLIAM A. HODDER    )
RODNEY L. JACOBS     )
REATHA CLARK KING    )                   A majority of the
RICHARD M. KOVACEVICH)                   Board of Directors*
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN  )
BENJAMIN F. MONTOYA  )
IAN M. ROLLAND       )
MICHAEL W. WRIGHT    )
--------------------
*Richard M. Kovacevich, 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/ Richard M. Kovacevich
                                    ---------------------------
                                     Richard M. Kovacevich
                                     Attorney-in-Fact

                                     II-4
PLAN.  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
ADMINISTRATOR OF THE WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF
CALIFORNIA, ON MARCH 18, 1999.

                                WFC HOLDINGS CORPORATION

                                By:  /s/ Richard M. Kovacevich
                                     --------------------------
                                     Richard M. Kovacevich
                                     President

                                     II-5
INDEX TO EXHIBITS

Exhibit                                                               Form of
Number               Description                                      Filing
------               -----------                                      ------

 4.1   Restated Certificate of Incorporation, as amended
       (incorporated by reference to Exhibit 3(b) to
       Registrant's Current Report on Form 8-K dated
       June 28, 1993. Certificates of Amendment of
       Certificate of Incorporation (incorporated by
       reference to Exhibit 3 to Registrant's Current
       Report on Form 8-K dated July 3, 1995, and
       Exhibits 3(b) and 3(c) to Registrant's Quarterly
       Report on Form 10-Q for the quarter ended
       September 30, 1998).

4.1.1  Certificate of Designations for ESOP Cumulative
       Convertible Preferred Stock (incorporated by
       reference to Exhibit 4 to Registrant's Quarterly
       Report on Form 10-Q for the quarter ended March
       31, 1994).

4.1.2  Certificate of Designations for Cumulative
       Tracking Preferred Stock (incorporated by
       reference to Exhibit 3 to Registrant's Current
       Report on Form 8-K dated January 9, 1995).

4.1.3  Certificate of Designations for 1995 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 4 to
       Registrant's Quarterly Report on Form 10-Q for
       the quarter ended March 31, 1995).

4.1.4  Certificate of Designations for 1996 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 3 to
       Registrant's Current Report on Form 8-K dated
       November 26, 1996).

4.1.5  Certificate of Designations for 1998 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 3 to
       Registrant's Current Report on Form 8-K dated
       April 14, 1998).

4.1.6  Certificate of Designations for 1998 ESOP
       Cumulative Convertible Preferred Stock
       (incorporated by reference to Exhibit 3 to
       Registrant's Current Report on Form 8-K dated
       April 20, 1998).

4.1.7  Certificate of Designations for Adjustable
       Cumulative Preferred Stock, Series B
       (incorporated by reference to Exhibit 3(j) to
       Registrant's Quarterly Report on Form 10-Q for
       the quarter ended September 30, 1998).

4.1.8  Certificate of Designations for Fixed/Adjustable
       Rate Noncumulative Preferred Stock, Series H
       (incorporated by reference to Exhibit 3(k) to
       Registrant's Quarterly Report on Form 10-Q for
       the quarter ended September 30, 1998).

4.1.9  Certificate of Designations for Series C Junior
       Participating Preferred Stock (incorporated by
       reference to Exhibit 3(l) to Registrant's Annual
       Report on Form 10-K for the year ended December
       31, 1998).
Exhibit                                                Form of
Number               Description                           Filing
------               -----------                           ------

4.1.10  Certificate Eliminating the Certificate of
        Designations for Cumulative Convertible
        Preferred Stock, Series B (incorporated by
        reference to Exhibit 3(a) to Registrant's
        Current Report on Form 8-K dated November 1,
        1995).

4.1.11  Certificate Eliminating the Certificate of
        Designations for 10.24% Cumulative Preferred
        Stock (incorporated by reference to Exhibit 3 to
        Registrant's Current Report on Form 8-K dated
        February 20, 1996).

 4.2    By-Laws (incorporated by reference to Exhibit
        3(m) to Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1998).

 4.3    Rights Agreement, dated as of October 21, 1998,
        between Norwest Corporation (now named Wells
        Fargo & Company) and ChaseMellon Shareholder
        Services, L.L.C., as Rights Agent (incorporated
        by reference to Exhibit 4.1 to Registrant's
        Registration Statement on Form 8-A dated October
        21, 1998).

  5     Opinion of Stanley S. Stroup.                Electronic
                                                            Transmission
 
  23.1  Consent of Stanley S. Stroup (included as part
        of Exhibit 5).

  23.2  Consent of KPMG LLP.                                Electronic
                                                      Transmission
 
 
  24.1  Powers of Attorneys (incorporated by reference
        to the Registrant's Registration Statement on
        Form S-4 (Registration No. 333-63247) filed on
        September 11, 1998).

24.2    Powers of Attorney.                            Electronic
                                                            Transmission
 
99.1    Wells Fargo & Company Tax Advantage and
        Retirement Plan and Trust (incorporated by
        reference to Exhibit 99.1 to Registrant's
        Registration Statement on Form S-8 filed
        November 30, 1998 (File No. 333-68093).

99.2    Amendment No. 1 to the Wells Fargo & Company Tax
        Advantage and Retirement Plan and Trust
        (incorporated by reference to Exhibit 99.2 to
        Registrant's Registration Statement on Form S-8
        filed November 30, 1998 (File No. 333-68093).

99.3    Amendment No. 2 to the Wells Fargo & Company Tax
        Advantage and Retirement Plan and Trust
        (incorporated by reference to Exhibit 99.3 to
        Registrant's Registration Statement on Form S-8
        filed November 30, 1998 (File No. 333-68093).

99.4    Amendment to the Employee Benefit Plans
       Sponsored by former Wells Fargo & Company
       (incorporated by reference to Exhibit 99.4 to
       Registrant's Registration Statement on Form S-8
       filed November 30, 1998 (File No. 333-68093).