<PAGE>

As filed with the Securities and Exchange Commission on March 31, 2000

                                                     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 its charter)

          Delaware                      6712                     41-0449260
(State or other jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
    of incorporation or         Classification Code Number)  Identification No.)
       organization)


                             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
                        ______________________________

                       1999 Directors Stock Option Plan
                           (Full title of the 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 (par value $1-2/3            600,000               $39.53 (2)            $23,718,000(2)         $6,261.55 (3)
Per share) (1)                             Shares
===========================================================================================================================
</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.
(3)  Based on the proposed maximum aggregate offering price multiplied by
     .000264
==============================================================================
<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. 001-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

 .  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
   Registrant's 1999 Annual Report to Stockholders and Registrant's definitive
   Notice and Proxy Statement for Registrant's 2000 Annual Meeting of
   Stockholders;

 .  Current Reports on Form 8-K filed January 18, 2000 and January 26, 2000;

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

 .  The description of Registrant's preferred stock purchase rights contained in
   Registrant'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 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.

                                      I-1
<PAGE>

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 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,


                                      I-2
<PAGE>

         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.




                                      I-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 31,
2000.

                                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 31, 2000 by the following persons in the
capacities indicated:

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


/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
----------------                       (Principal Accounting Officer)
    Les L. Quock


LES BILLER                   RICHARD D. McCORMICK
J.A. BLANCHARD III           CYNTHIA H. MILLIGAN
MICHAEL R. BOWLIN            BENJAMIN F. MONTOYA
EDWARD M. CARSON             PHILIP J. QUIGLEY
DAVID A. CHRISTENSEN         DONALD B. RICE
WILLIAM S. DAVILA            IAN M. ROLLAND                 A majority of the
SUSAN E. ENGEL               JUDITH M. RUNSTAD              Board of Directors*
PAUL HAZEN                   SUSAN G. SWENSON
WILLIAM A. HODDER            DANIEL M. TELLEP
ROBERT L. JOSS               CHANG-LIN TIEN
REATHA CLARK KING            MICHAEL W. WRIGHT
RICHARD M. KOVACEVICH        JOHN A. YOUNG

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

*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

                                      I-4
<PAGE>

                               INDEX TO EXHIBITS

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

4(a)      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).

 (b)      Certificate of Change of Location of Registered Office
          and Change of Registered Agent (incorporated by reference
          to Exhibit 3(b) to Registrant's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1999).

 (c)      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).

 (d)      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).

 (e)      Certificate Eliminating the Certificate of Designations
          for Registrant's 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).

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

 (g)      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 February 26, 1996).

 (h)      Certificate of Designations for 1997 ESOP Cumulative
          Convertible Preferred Stock (incorporated by reference to
          Exhibit 3 to Registrant's Current Report on Form 8-K dated
          April 14, 1997).

 (i)      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).

 (j)      Certificate of Designations for 1999 ESOP Cumulative
          Convertible Preferred Stock (incorporated by reference to
          Exhibit 3(b) to Registrant's Current Report on Form 8-K
          dated April 21, 1999).
<PAGE>

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

 (k)      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).

 (l)      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).

 (m)      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).

 (n)      Certificate Eliminating the Certificate of Designations
          for Registrant's Series A Junior Participating Preferred
          Stock (incorporated by reference to Exhibit 3(a) to
          Registrant's Current Report on Form 8-K dated April 21,
          1999).

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

 (p)      Rights Agreement, dated as of October 21, 1998, between
          Registrant 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      1999 Directors Stock Option Plan (incorporated by
          reference to Exhibit 10(n) to Registrant's Annual
          Report on Form 10-K for the year ended December 31,
          1998).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19735}]
{"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": "333-33800", "film-number": "591687"}, "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 31, 2000

                                                     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 its charter)

          Delaware                      6712                     41-0449260
(State or other jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
    of incorporation or         Classification Code Number)  Identification No.)
       organization)

                             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
                        ______________________________

                       1999 Directors Stock Option Plan
                           (Full title of the 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 (par value $1-2/3            600,000               $39.53 (2)            $23,718,000(2)         $6,261.55 (3)
Per share) (1)                             Shares
===========================================================================================================================
(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.
(3)  Based on the proposed maximum aggregate offering price multiplied by
     .000264
==============================================================================
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. 001-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

 .  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
   Registrant's 1999 Annual Report to Stockholders and Registrant's definitive
   Notice and Proxy Statement for Registrant's 2000 Annual Meeting of
   Stockholders;

 .  Current Reports on Form 8-K filed January 18, 2000 and January 26, 2000;

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

 .  The description of Registrant's preferred stock purchase rights contained in
   Registrant'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 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.

                                      I-1
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 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,

                                      I-2
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.

                                      I-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 31,
2000.

                                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 31, 2000 by the following persons in the
capacities indicated:

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

/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
----------------                       (Principal Accounting Officer)
    Les L. Quock

LES BILLER                   RICHARD D. McCORMICK
J.A. BLANCHARD III           CYNTHIA H. MILLIGAN
MICHAEL R. BOWLIN            BENJAMIN F. MONTOYA
EDWARD M. CARSON             PHILIP J. QUIGLEY
DAVID A. CHRISTENSEN         DONALD B. RICE
WILLIAM S. DAVILA            IAN M. ROLLAND                 A majority of the
SUSAN E. ENGEL               JUDITH M. RUNSTAD              Board of Directors*
PAUL HAZEN                   SUSAN G. SWENSON
WILLIAM A. HODDER            DANIEL M. TELLEP
ROBERT L. JOSS               CHANG-LIN TIEN
REATHA CLARK KING            MICHAEL W. WRIGHT
RICHARD M. KOVACEVICH        JOHN A. YOUNG

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

*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

                                      I-4
INDEX TO EXHIBITS

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

4(a)      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).

 (b)      Certificate of Change of Location of Registered Office
          and Change of Registered Agent (incorporated by reference
          to Exhibit 3(b) to Registrant's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1999).

 (c)      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).

 (d)      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).

 (e)      Certificate Eliminating the Certificate of Designations
          for Registrant's 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).

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

 (g)      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 February 26, 1996).

 (h)      Certificate of Designations for 1997 ESOP Cumulative
          Convertible Preferred Stock (incorporated by reference to
          Exhibit 3 to Registrant's Current Report on Form 8-K dated
          April 14, 1997).

 (i)      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).

 (j)      Certificate of Designations for 1999 ESOP Cumulative
          Convertible Preferred Stock (incorporated by reference to
          Exhibit 3(b) to Registrant's Current Report on Form 8-K
          dated April 21, 1999).
Exhibit                                                                Form of
Number                  Description                                    Filing
------                  -----------                                    ------

 (k)      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).

 (l)      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).

 (m)      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).

 (n)      Certificate Eliminating the Certificate of Designations
          for Registrant's Series A Junior Participating Preferred
          Stock (incorporated by reference to Exhibit 3(a) to
          Registrant's Current Report on Form 8-K dated April 21,
          1999).

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

 (p)      Rights Agreement, dated as of October 21, 1998, between
          Registrant 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      1999 Directors Stock Option Plan (incorporated by
          reference to Exhibit 10(n) to Registrant's Annual
          Report on Form 10-K for the year ended December 31,
          1998).