<PAGE>

   As filed with the Securities and Exchange Commission on January 26, 2001
                                                     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
              (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>
<S>                                  <C>                                     <C>
          Delaware                              6712                           41-0449260
(State or other jurisdiction of      (Primary Standard Industrial            (IRS Employer
 incorporation or organization)       Classification Code Number)         Identification Number)
</TABLE>

                             Wells Fargo & Company
                             420 Montgomery Street
                        San Francisco, California 94163
                                (800) 411-4932
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                _______________

               Wells Fargo & Company Deferred Compensation Plan
            Wells Fargo & Company 1999 Deferral Plan for Directors
                          (Full titles of the plans)

                                _______________

                               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)


                                  Copies to:

                               Robert J. Kaukol
                             Wells Fargo & Company
                          1050 17th Street, Suite 120
                            Denver, Colorado 80265
                                (303) 899-5802

                                _______________


<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                            Proposed Maximum     Proposed Maximum       Amount Of
   Title Of Each Class of Securities       Amount To Be      Offering Price          Aggregate        Registration
            To Be Registered                Registered          Per Unit          Offering Price         Fee(6)
-----------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                  <C>                  <C>
Deferred compensation obligations(1)      $100,000,000                  100%        $100,000,000       $25,000.00
=================================================================================================================
Common stock, $1-2/3 par value(2)            4,400,000(3)            $48.84(4)      $214,896,000(5)    $53,724.00
=================================================================================================================
    Total                                                                           $314,896,000       $78,724.00
                                                                                    ============       ==========
=================================================================================================================
</TABLE>



(1)  Represent unsecured obligations of Wells Fargo & Company ("Wells Fargo") to
     pay deferred compensation in the future in accordance with the terms of the
     Wells Fargo & Company Deferred Compensation Plan (the "Employee Plan").
(2)  Each share of common stock includes one preferred stock purchase right.
(3)  Consists of 4,000,000 shares issuable under the Employee Plan and 400,000
     shares issuable under the Wells Fargo & Company 1999 Deferral Plan for
     Directors.  Up to 1,000,000 additional shares of common stock (and
     preferred stock purchase rights associated therewith) are being carried
     forward to this registration statement pursuant to Rule 429.  Wells Fargo
     previously registered these shares pursuant to a registration statement on
     Form S-8 (File No. 033-50307).  Wells Fargo paid the registration fee for
     these shares at the time of filing.
(4)  Determined in accordance with Rule 457(h) based on the average of the high
     and low sales prices of Wells Fargo common stock for January 19, 2001, as
     reported on the New York Stock Exchange.
(5)  Estimated solely for purposes of determining the registration fee.
(6)  Based on .00025 of the proposed maximum aggregate offering price.

                                _______________

     This registration statement covers, among other things, 4,000,000 shares of
the common stock of Wells Fargo & Company issuable under the Wells Fargo &
Company Deferred Compensation Plan, formerly known as the Norwest Corporation
Employees' Deferred Compensation Plan.  Pursuant to a registration statement on
Form S-8 filed on September 17, 1993 (File No. 033-50307), Wells Fargo (then
known as Norwest Corporation) previously registered 1,000,000 shares of its
common stock (as adjusted for an October 1997 two-for-one stock split) for
issuance under the plan.  Pursuant to Rule 429, the previously registered
shares, to the extent not issued as of January 26, 2001, are carried forward to
this registration statement.  The prospectus for the plan will cover the
previously registered shares as well as the shares registered on this
registration statement.  The contents of the earlier filed registration are
incorporated herein by reference.

     This registration statement shall become effective immediately upon filing
with the Securities and Exchange Commission in accordance with Section 8(a) of
the Securities Act of 1933 and Rule 462 thereunder.



<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Wells Fargo & Company ("Wells Fargo") with
the Securities and Exchange Commission (the "Commission") (File No. 001-02979)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference. Documents filed before November 3, 1998 were
filed under the name Norwest Corporation.

 .    Annual Report on Form 10-K for the year ended December 31, 1999, including
     information specifically incorporated by reference into the Form 10-K from
     Wells Fargo's 1999 Annual Report to Stockholders and Wells Fargo's
     definitive Notice and Proxy Statement for Wells Fargo's 2000 Annual Meeting
     of Stockholders;

 .    Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June
     30, 2000 and September 30, 2000;

 .    Current Report on Form 8-K filed November 30, 2000, which includes as
     Exhibits 99(a) and 99(b), respectively, the Supplemental Consolidated
     Management's Discussion and Analysis of Results of Operations and Financial
     Condition and Supplemental Financial Statements of Wells Fargo as of and
     for the three years ended December 31, 1999, and the Supplemental
     Consolidated Management's Discussion and Analysis of Results of Operations
     and Financial Condition and Supplemental Financial Statements of Wells
     Fargo as of and for the nine months ended September 30, 2000;

 .    Current Reports on Form 8-K filed January 18, 2000, January 26, 2000, April
     12, 2000, April 18, 2000, July 18, 2000, September 28, 2000, October 17,
     2000 and January 16, 2001;

 .    The description of Wells Fargo's common stock contained in Wells Fargo's
     Current Report on Form 8-K filed October 14, 1997, including any amendment
     or report filed to update such description;

 .    The description of Wells Fargo's preferred stock purchase rights contained
     in Wells Fargo's Registration Statement on Form 8-A dated October 21, 1998,
     including any amendment or report filed to update such description; and

     All documents filed by Wells Fargo 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 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.

     This registration statement covers, among other things, deferred
compensation obligations incurred by Wells Fargo & Company ("Wells Fargo") under
the Wells Fargo & Company Deferred Compensation Plan (the "Plan"). Following is
a summary of the Plan as it relates to the deferred compensation obligations.
The summary does not discuss the Plan as it relates to shares of Wells Fargo
common stock. The terms of the Plan relative to shares of Wells Fargo common
stock may differ from those described below. The following summary is qualified
in its entirety by reference to the Plan document, a copy of which has been
filed as an exhibit to this registration statement.

                                     II-1
<PAGE>

     The purpose of the Plan is to allow a select group of management and
highly-compensated employees to defer receipt of compensation. The Plan is a
non-qualified deferred compensation plan under the Internal Revenue Code.

     Subject to dollar and/or percentage limitations imposed under the Plan, a
participant may defer salaries, bonuses and commissions.  On the day that
compensation would have otherwise been paid to a participant, a deferral account
in the name of the participant is credited in an amount equal to the gross
deferral amount less FICA and other withholding obligations.

     Subject to certain exceptions and restrictions, a participant's deferral
account balance is indexed to one or more investment media chosen by the
participant from the investment media available under the Plan.  A participant's
account is adjusted periodically to reflect the investment performance of the
selected media, including any appreciation or depreciation.  One of the
available investment media is indexed to Wells Fargo common stock.  Amounts
deferred are fully vested at all times, subject to penalties in the event of
early withdrawals.

     The deferred compensation obligations are general unsecured obligations of
Wells Fargo.  In the event of Wells Fargo's bankruptcy or insolvency,
participants will become general unsecured creditors of Wells Fargo.  Wells
Fargo is not required to establish or maintain any fund or trust to provide for
the payment of the deferred compensation obligations.  If a fund or trust is
established, Plan participants will have no special or priority claim to the
assets of the fund or trust, and the fund or trust will be available to satisfy
claims of creditors in the event of Wells Fargo's bankruptcy or insolvency.

     No trustee has been appointed having authority to take action with
respect to the deferred compensation obligations. Each participant is
responsible for acting independently with respect to the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
deferred compensation obligations, and taking action upon default.

     The deferred compensation obligations are not convertible into any other
security of Wells Fargo except that, subject to the terms of the Plan, deferral
account balances may be reallocated to the Wells Fargo common stock investment
medium and deferral account balances allocated to the Wells Fargo common stock
investment medium will be distributed in shares of Wells Fargo common stock.
The deferred compensation obligations do not have the benefit of any negative
pledges or of any covenants on the part of Wells Fargo other than to pay the
deferred compensation obligations in accordance with the terms of the Plan.

     As part of their deferral elections, participants choose the time and
manner of distribution of their deferral accounts. Payment of deferral accounts
is made at the time and in the form elected, subject to the following general
rules:

                                     II-2
<PAGE>

 .    If a participant's employment with Wells Fargo and its subsidiaries
     terminates for any reason before commencement of distribution of a deferral
     account balance relating to deferral year 2000 or later, the deferral
     account balance will be distributed beginning as soon as practicable after
     the March 1immediately following the date of termination. Deferral account
     balances relating to deferral year 1999 or earlier are subject to the same
     rule if a participant has made certain specified and permitted
     modifications to the participant's election for that year.

 .    If a participant's employment terminates after commencement of
     distribution, the deferral account balance will continue to be distributed
     in accordance with the participant's election.

 .    If a participant's aggregate deferral balance is less than $25,000 at the
     end of the month in which the participant's employment terminates, the
     participant's entire deferral account balance will be distributed in lump
     sum as soon as practicable after the March 1 immediately following the date
     of termination.

 .    Account balances indexed to the Wells Fargo common stock investment medium
     are distributed in shares of Wells Fargo common stock. Account balances
     indexed to any other investment medium are distributed in cash.

 .    Early withdrawals of deferral account balances are permitted subject to
     certain conditions, including penalties.

     A participant may not assign, pledge, encumber or otherwise transfer any
right to or interest in the participant's deferral account balances except as
permitted under the Plan.

     Wells Fargo's board of directors or the Human Resources Committee of the
board of directors may at any time terminate, suspend or amend the Plan, subject
to certain restrictions.

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.  The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.

                                     II-3
<PAGE>

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          See Exhibit Index

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
                                     II-4
<PAGE>

           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 posteffective 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 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-5
<PAGE>

                                  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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on January 26,
2001.

                                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 has been signed on January 26, 2001 by the following persons in the
capacities indicated:

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

 /s/ Ross J. Kari                             Executive Vice President
 ---------------------------                  and Chief Financial Officer
     Ross J. Kari                             (Principal Financial Officer)

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


LES BILLER                  RICHARD D. McCORMICK
J.A. BLANCHARD III          CYNTHIA H. MILLIGAN
MICHAEL R. BOWLIN           BENJAMIN F. MONTOYA
DAVID A. CHRISTENSEN        PHILIP J. QUIGLEY               A majority of the
SUSAN E. ENGEL              DONALD B. RICE                  Board of Directors*
PAUL HAZEN                  JUDITH M. RUNSTAD
ROBERT L. JOSS              SUSAN G. SWENSON
REATHA CLARK KING           CHANG-LIN TIEN
RICHARD M. KOVACEVICH       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-6
<PAGE>

                               INDEX TO EXHIBITS

     Number                          Description
     ------                          -----------

       5          Opinion of Stanley S. Stroup.

      23.1        Consent of Stanley S. Stroup (included in Exhibit 5).

      23.2        Consent of KPMG LLP.

      24.1        Powers of Attorney relating to the Wells Fargo & Company
                  Deferred Compensation Plan.

      24.2        Powers of Attorney relating to the Wells Fargo & Company 1999
                  Deferral Plan for Directors.

      99.1        Wells Fargo & Company Deferred Compensation Plan (incorporated
                  by reference to Exhibit 10(h) to Wells Fargo's Annual Report
                  on Form 10-K for the year ended December 31, 1999).

      99.2        Wells Fargo & Company 1999 Deferral Plan for Directors
                  (incorporated by reference to Exhibit 10(q) to Wells Fargo's
                  Annual Report on Form 10-K for the year ended December 31,
                  1999).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24378}]
{"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": "333-54354", "film-number": "1515764"}, "business-address": {"street1": "420 MONTGOMERY ST", "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 January 26, 2001
                                                     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
              (Exact name of registrant as specified in charter)
Delaware                              6712                           41-0449260
(State or other jurisdiction of      (Primary Standard Industrial            (IRS Employer
 incorporation or organization)       Classification Code Number)         Identification Number)
Wells Fargo & Company
                             420 Montgomery Street
                        San Francisco, California 94163
                                (800) 411-4932
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                _______________

               Wells Fargo & Company Deferred Compensation Plan
            Wells Fargo & Company 1999 Deferral Plan for Directors
                          (Full titles of the plans)

                                _______________

                               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)

                                  Copies to:

                               Robert J. Kaukol
                             Wells Fargo & Company
                          1050 17th Street, Suite 120
                            Denver, Colorado 80265
                                (303) 899-5802

                                _______________
CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum       Amount Of
   Title Of Each Class of Securities       Amount To Be      Offering Price          Aggregate        Registration
            To Be Registered                Registered          Per Unit          Offering Price         Fee(6)
-----------------------------------------------------------------------------------------------------------------
Deferred compensation obligations(1)      $100,000,000                  100%        $100,000,000       $25,000.00
=================================================================================================================
Common stock, $1-2/3 par value(2)            4,400,000(3)            $48.84(4)      $214,896,000(5)    $53,724.00
=================================================================================================================
    Total                                                                           $314,896,000       $78,724.00
                                                                                    ============       ==========
=================================================================================================================
(1)  Represent unsecured obligations of Wells Fargo & Company ("Wells Fargo") to
     pay deferred compensation in the future in accordance with the terms of the
     Wells Fargo & Company Deferred Compensation Plan (the "Employee Plan").
(2)  Each share of common stock includes one preferred stock purchase right.
(3)  Consists of 4,000,000 shares issuable under the Employee Plan and 400,000
     shares issuable under the Wells Fargo & Company 1999 Deferral Plan for
     Directors.  Up to 1,000,000 additional shares of common stock (and
     preferred stock purchase rights associated therewith) are being carried
     forward to this registration statement pursuant to Rule 429.  Wells Fargo
     previously registered these shares pursuant to a registration statement on
     Form S-8 (File No. 033-50307).  Wells Fargo paid the registration fee for
     these shares at the time of filing.
(4)  Determined in accordance with Rule 457(h) based on the average of the high
     and low sales prices of Wells Fargo common stock for January 19, 2001, as
     reported on the New York Stock Exchange.
(5)  Estimated solely for purposes of determining the registration fee.
(6)  Based on .00025 of the proposed maximum aggregate offering price.

                                _______________

     This registration statement covers, among other things, 4,000,000 shares of
the common stock of Wells Fargo & Company issuable under the Wells Fargo &
Company Deferred Compensation Plan, formerly known as the Norwest Corporation
Employees' Deferred Compensation Plan.  Pursuant to a registration statement on
Form S-8 filed on September 17, 1993 (File No. 033-50307), Wells Fargo (then
known as Norwest Corporation) previously registered 1,000,000 shares of its
common stock (as adjusted for an October 1997 two-for-one stock split) for
issuance under the plan.  Pursuant to Rule 429, the previously registered
shares, to the extent not issued as of January 26, 2001, are carried forward to
this registration statement.  The prospectus for the plan will cover the
previously registered shares as well as the shares registered on this
registration statement.  The contents of the earlier filed registration are
incorporated herein by reference.

     This registration statement shall become effective immediately upon filing
with the Securities and Exchange Commission in accordance with Section 8(a) of
the Securities Act of 1933 and Rule 462 thereunder.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Wells Fargo & Company ("Wells Fargo") with
the Securities and Exchange Commission (the "Commission") (File No. 001-02979)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference. Documents filed before November 3, 1998 were
filed under the name Norwest Corporation.

 .    Annual Report on Form 10-K for the year ended December 31, 1999, including
     information specifically incorporated by reference into the Form 10-K from
     Wells Fargo's 1999 Annual Report to Stockholders and Wells Fargo's
     definitive Notice and Proxy Statement for Wells Fargo's 2000 Annual Meeting
     of Stockholders;

 .    Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June
     30, 2000 and September 30, 2000;

 .    Current Report on Form 8-K filed November 30, 2000, which includes as
     Exhibits 99(a) and 99(b), respectively, the Supplemental Consolidated
     Management's Discussion and Analysis of Results of Operations and Financial
     Condition and Supplemental Financial Statements of Wells Fargo as of and
     for the three years ended December 31, 1999, and the Supplemental
     Consolidated Management's Discussion and Analysis of Results of Operations
     and Financial Condition and Supplemental Financial Statements of Wells
     Fargo as of and for the nine months ended September 30, 2000;

 .    Current Reports on Form 8-K filed January 18, 2000, January 26, 2000, April
     12, 2000, April 18, 2000, July 18, 2000, September 28, 2000, October 17,
     2000 and January 16, 2001;

 .    The description of Wells Fargo's common stock contained in Wells Fargo's
     Current Report on Form 8-K filed October 14, 1997, including any amendment
     or report filed to update such description;

 .    The description of Wells Fargo's preferred stock purchase rights contained
     in Wells Fargo's Registration Statement on Form 8-A dated October 21, 1998,
     including any amendment or report filed to update such description; and

     All documents filed by Wells Fargo 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 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.

     This registration statement covers, among other things, deferred
compensation obligations incurred by Wells Fargo & Company ("Wells Fargo") under
the Wells Fargo & Company Deferred Compensation Plan (the "Plan"). Following is
a summary of the Plan as it relates to the deferred compensation obligations.
The summary does not discuss the Plan as it relates to shares of Wells Fargo
common stock. The terms of the Plan relative to shares of Wells Fargo common
stock may differ from those described below. The following summary is qualified
in its entirety by reference to the Plan document, a copy of which has been
filed as an exhibit to this registration statement.

                                     II-1
The purpose of the Plan is to allow a select group of management and
highly-compensated employees to defer receipt of compensation. The Plan is a
non-qualified deferred compensation plan under the Internal Revenue Code.

     Subject to dollar and/or percentage limitations imposed under the Plan, a
participant may defer salaries, bonuses and commissions.  On the day that
compensation would have otherwise been paid to a participant, a deferral account
in the name of the participant is credited in an amount equal to the gross
deferral amount less FICA and other withholding obligations.

     Subject to certain exceptions and restrictions, a participant's deferral
account balance is indexed to one or more investment media chosen by the
participant from the investment media available under the Plan.  A participant's
account is adjusted periodically to reflect the investment performance of the
selected media, including any appreciation or depreciation.  One of the
available investment media is indexed to Wells Fargo common stock.  Amounts
deferred are fully vested at all times, subject to penalties in the event of
early withdrawals.

     The deferred compensation obligations are general unsecured obligations of
Wells Fargo.  In the event of Wells Fargo's bankruptcy or insolvency,
participants will become general unsecured creditors of Wells Fargo.  Wells
Fargo is not required to establish or maintain any fund or trust to provide for
the payment of the deferred compensation obligations.  If a fund or trust is
established, Plan participants will have no special or priority claim to the
assets of the fund or trust, and the fund or trust will be available to satisfy
claims of creditors in the event of Wells Fargo's bankruptcy or insolvency.

     No trustee has been appointed having authority to take action with
respect to the deferred compensation obligations. Each participant is
responsible for acting independently with respect to the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
deferred compensation obligations, and taking action upon default.

     The deferred compensation obligations are not convertible into any other
security of Wells Fargo except that, subject to the terms of the Plan, deferral
account balances may be reallocated to the Wells Fargo common stock investment
medium and deferral account balances allocated to the Wells Fargo common stock
investment medium will be distributed in shares of Wells Fargo common stock.
The deferred compensation obligations do not have the benefit of any negative
pledges or of any covenants on the part of Wells Fargo other than to pay the
deferred compensation obligations in accordance with the terms of the Plan.

     As part of their deferral elections, participants choose the time and
manner of distribution of their deferral accounts. Payment of deferral accounts
is made at the time and in the form elected, subject to the following general
rules:

                                     II-2
.    If a participant's employment with Wells Fargo and its subsidiaries
     terminates for any reason before commencement of distribution of a deferral
     account balance relating to deferral year 2000 or later, the deferral
     account balance will be distributed beginning as soon as practicable after
     the March 1immediately following the date of termination. Deferral account
     balances relating to deferral year 1999 or earlier are subject to the same
     rule if a participant has made certain specified and permitted
     modifications to the participant's election for that year.

 .    If a participant's employment terminates after commencement of
     distribution, the deferral account balance will continue to be distributed
     in accordance with the participant's election.

 .    If a participant's aggregate deferral balance is less than $25,000 at the
     end of the month in which the participant's employment terminates, the
     participant's entire deferral account balance will be distributed in lump
     sum as soon as practicable after the March 1 immediately following the date
     of termination.

 .    Account balances indexed to the Wells Fargo common stock investment medium
     are distributed in shares of Wells Fargo common stock. Account balances
     indexed to any other investment medium are distributed in cash.

 .    Early withdrawals of deferral account balances are permitted subject to
     certain conditions, including penalties.

     A participant may not assign, pledge, encumber or otherwise transfer any
right to or interest in the participant's deferral account balances except as
permitted under the Plan.

     Wells Fargo's board of directors or the Human Resources Committee of the
board of directors may at any time terminate, suspend or amend the Plan, subject
to certain restrictions.

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.  The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.

                                     II-3
Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          See Exhibit Index

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
                                     II-4
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 posteffective 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 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-5
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on January 26,
2001.

                                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 has been signed on January 26, 2001 by the following persons in the
capacities indicated:

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

 /s/ Ross J. Kari                             Executive Vice President
 ---------------------------                  and Chief Financial Officer
     Ross J. Kari                             (Principal Financial Officer)

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

LES BILLER                  RICHARD D. McCORMICK
J.A. BLANCHARD III          CYNTHIA H. MILLIGAN
MICHAEL R. BOWLIN           BENJAMIN F. MONTOYA
DAVID A. CHRISTENSEN        PHILIP J. QUIGLEY               A majority of the
SUSAN E. ENGEL              DONALD B. RICE                  Board of Directors*
PAUL HAZEN                  JUDITH M. RUNSTAD
ROBERT L. JOSS              SUSAN G. SWENSON
REATHA CLARK KING           CHANG-LIN TIEN
RICHARD M. KOVACEVICH       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-6
INDEX TO EXHIBITS

     Number                          Description
     ------                          -----------

       5          Opinion of Stanley S. Stroup.

      23.1        Consent of Stanley S. Stroup (included in Exhibit 5).

      23.2        Consent of KPMG LLP.

      24.1        Powers of Attorney relating to the Wells Fargo & Company
                  Deferred Compensation Plan.

      24.2        Powers of Attorney relating to the Wells Fargo & Company 1999
                  Deferral Plan for Directors.

      99.1        Wells Fargo & Company Deferred Compensation Plan (incorporated
                  by reference to Exhibit 10(h) to Wells Fargo's Annual Report
                  on Form 10-K for the year ended December 31, 1999).

      99.2        Wells Fargo & Company 1999 Deferral Plan for Directors
                  (incorporated by reference to Exhibit 10(q) to Wells Fargo's
                  Annual Report on Form 10-K for the year ended December 31,
                  1999).