<PAGE>
 
    As filed with the Securities and Exchange Commission on March 18, 1999

                                                    Registration No.
================================================================================

                      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 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 BEST PRACTICES PARTNERSHARES PLAN
                           (Full title of the plan)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                                                Proposed                  Proposed           
        Title of Securities                Amount                Maximum                   Maximum            Amount of 
               To Be                        to Be              Offering Price             Aggregate          Registration
            Registered                   Registered(1)           Per Share             Offering Price            Fee     
-----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                     <C>                   <C>
Common Stock (par value $1-2/3            8,000,000            $36.25(3)                $290,000,000          $85,550    
per share) (2)                              Shares
==========================================================================================================================
</TABLE>

(1)  Pursuant to Rule 429, an additional 38,000,000 shares of common stock (and
     related preferred stock purchase rights) are being carried forward to this
     Registration Statement. These shares were previously registered pursuant to
     Registration Statement No. 333-09413 (14,000,000 shares) and Registration
     Statement No. 333-50789 (24,000,000 shares). Registration fees of
     $79,957.00 and $227,927.04, respectively, were paid in connection with
     these Registration Statements.
(2)  Each share of the registrant's common stock includes one preferred stock
     purchase right.
(3)  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. 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 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 

                                      II-2
<PAGE>
 
        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

     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 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 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 Financial Officer
----------------------                                                    
  Rodney L. Jacobs                     (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         )              A majority of the
REATHA CLARK KING        )              Board of Directors*
RICHARD M. KOVACEVICH    )
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>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 
Exhibit                                                                                       Form of
Number               Description                                                              Filing
------               -----------                                                          --------------
<S>       <C>                                                                             <C> 
  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).    
</TABLE> 

<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                                       Form of
Number               Description                                                               Filing
------               -----------                                                            ------------
<S>         <C>                                                                            <C> 
  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         Powers of Attorney.                                                            Electronic
                                                                                           Transmission

 99         Wells Fargo & Company Best Practices PartnerShares Plan                        Electronic
            (as amended and restated effective November 3, 1998).                          Transmission
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "WELLS FARGO, FORM S-8", "secsgml_size_bytes": 20954}]
{"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": "333-74655", "film-number": "99568235"}, "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.
================================================================================

                      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 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 BEST PRACTICES PARTNERSHARES PLAN
                           (Full title of the plan)

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                Proposed                  Proposed           
        Title of Securities                Amount                Maximum                   Maximum            Amount of 
               To Be                        to Be              Offering Price             Aggregate          Registration
            Registered                   Registered(1)           Per Share             Offering Price            Fee     
-----------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $1-2/3            8,000,000            $36.25(3)                $290,000,000          $85,550    
per share) (2)                              Shares
==========================================================================================================================
(1)  Pursuant to Rule 429, an additional 38,000,000 shares of common stock (and
     related preferred stock purchase rights) are being carried forward to this
     Registration Statement. These shares were previously registered pursuant to
     Registration Statement No. 333-09413 (14,000,000 shares) and Registration
     Statement No. 333-50789 (24,000,000 shares). Registration fees of
     $79,957.00 and $227,927.04, respectively, were paid in connection with
     these Registration Statements.
(2)  Each share of the registrant's common stock includes one preferred stock
     purchase right.
(3)  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. 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 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 

                                      II-2
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

     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 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 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 Financial Officer
----------------------                                                    
  Rodney L. Jacobs                     (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         )              A majority of the
REATHA CLARK KING        )              Board of Directors*
RICHARD M. KOVACEVICH    )
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
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         Powers of Attorney.                                                            Electronic
                                                                                           Transmission

 99         Wells Fargo & Company Best Practices PartnerShares Plan                        Electronic
            (as amended and restated effective November 3, 1998).                          Transmission