As filed with the Securities and Exchange Commission on April , 1996
                                                    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 issuer as specified in its charter)

          Delaware                                       13-2553920
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                              Wells Fargo & Company
                              420 Montgomery Street
                         San Francisco, California 94163
                                 (415) 477-1000
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

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

              THE EMPLOYEE SAVINGS PLAN OF FIRST INTERSTATE BANCORP
                           (Full titles of the plans)

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

                              Guy Rounsaville, Jr.
              Executive Vice-President, Chief Counsel and Secretary
                              Wells Fargo & Company
                              420 Montgomery Street
                         San Francisco, California 94163
                                 (415) 477-1000
(Name, address and telephone number, including area code, of agent for service)

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

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will begin as soon as reasonably practicable after such effective date.

                          ---------------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

==================================================================================================================
                                                              Proposed              Proposed
      Title of                                                 Maximum               Maximum
    Securities                             Amount             Offering              Aggregate           Amount of
        to be                                to be               Price              Offering          Registration
    Registered                           Registered           per Share                Price                Fee

- -------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                   <C>                  <C>
  Wells Fargo
 Common Stock,
$5.00 par value(1)                          0(2)            $    n\a  (2)         $    n\a  (2)        $100.00(2)
                                                             ---------             ---------
- -------------------------------------------------------------------------------------------------------------------
<FN>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

(2)      637,563  shares of  Wells Fargo Common Stock are being carried  forward
         pursuant to Rule 429 under the Securities Act of 1933 from Registration
         Statement No.  33-64575,  as discussed  below on this facing page.  The
         amount of filing fee to register  such  securities is  $48,426.67.  The
         registration  fee shown is the minimum fee required  under Section 6 of
         the Securities Act of 1933.
</FN>
</TABLE>
<PAGE>
================================================================================

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus under this
Registration  Statement  constitutes a combined  Prospectus relating  to 637,963
shares of Wells Fargo  Common  Stock,  unsold as of April 17,  1996,  registered
pursuant  to  Registration  Statement  No.  33-64575  previously  filed  by  the
Registrant  on Form S-4, as well as an  indeterminate  amount of plan  interests
registered  pursuant  to  this  Registration   Statement.   As  a  result,  this
Registration  Statement does not register any  additional  shares of Wells Fargo
Common Stock, but registers an indeterminate number of plan interests.


<PAGE>

                                     PART I

              Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 under the  Securities  Act of 1933, as amended (the "1933
         Act") and the Note to Part I of Form S-8.


                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

                  Wells Fargo & Company (the "Registrant")  hereby  incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The  Registrant's  Annual Report filed with the  Commission on
                  Form  10-K,  File No.  01-06214,  for the  fiscal  year  ended
                  December 31, 1995 excluding the information  contained therein
                  described  in Item  402(a)(8) of the  Commission's  Regulation
                  S-K;

         (b)      The Registrant's  Current Reports filed with the Commission on
                  Form 8-K,  File No.  01-06214,  on  January  16,  January  24,
                  January 31,  February 29, April 1, April 4, April 10 and April
                  16, 1996;

         (c)      The description of Common Stock contained in the  Registrant's
                  Registration  Statement on Form 8-B, File No. 01-06214,  filed
                  with the  Commission  on June 17, 1987,  and any  amendment or
                  report  filed for the  purpose of  updating  such  description
                  filed after the date of this Registration Statement;

         (d)      The Employee Savings Plan's latest Annual Report on Form 11-K,
                  File  No.  33-36478,   filed  with  the  Commission  by  First
                  Interstate Bancorp on June 28, 1995; and

         (e)     First  Interstate   Bancorp's  Annual  Report  filed  with  the
                 Commission on Form 10-K, File No. 61-06214, for the fiscal year
                 ended  December  31,  1995  (excluding   information  contained
                 therein   described  in  Item  402(a)(8)  of  the  Commission's
                 Regulation 5-K).

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference  herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  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 of this Prospectus.

Item 4.  Description of Capital Stock

                  Inapplicable.


                                      II-1.
<PAGE>

Item 5.  Interests of Named Experts and Counsel

                  Inapplicable.

Item 6.  Indemnification of Directors and Officers

         As permitted by Section  102(b)(7) of the Delaware General  Corporation
Law  ("DCGL"),  Article  Fifth  of  the  Registrant's  Restated  Certificate  of
Incorporation eliminates the monetary liability of a director to the corporation
or its  stockholders  for  breach  of  fiduciary  duty as a  director,  with the
following exceptions,  as required by Delaware law: (i) breach of the director's
duty of loyalty to the  corporation or its  stockholder;  (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii)  payment of unlawful  dividends  or the making of unlawful  stock
purchases  or  redemptions;  or (iv) any  transaction  from  which the  director
derived an improper personal benefit.

         In addition, under Section 145 of the DGCL, a corporation may indemnify
a director,  officer,  employee  or agent of the  corporation  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred by him in  connection  with any  threatened,
pending or completed  Proceeding (other than an action by or in the right of the
corporation)  if he acted in good  faith  and in a  manner  which he  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  In the case of an action brought by or in the
right of the  corporation,  the corporation  may indemnify a director,  officer,
employee or agent of the  corporation  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement of any threatened, pending or completed action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged  to be liable to the  corporation  unless and only to the extent that a
court determines upon application  that, in view of all the circumstances of the
case,  such  person is fairly and  reasonably  entitled  to  indemnity  for such
expenses  as the court  deems  proper.  Article  IV of the  Registrant's  Bylaws
provides for indemnification of its directors,  officers,  employees,  and other
agents to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed

         Inapplicable.

Item 8.  Exhibits

 Exhibit Number       Exhibit
- ----------------      -------

      4                Description    of   the    Registrant's    Common   Stock
                       (Incorporated    by   reference   to   the   Registrant's
                       Registration  Statement on Form 8-B,  File No.  01-06214,
                       filed  with  the  Commission  on June 17,  1987,  and any
                       amendment  or report  filed for the  purpose of  updating
                       such   description   filed   after   the   date  of  this
                       Registration Statement.)

      5                Opinion of Brobeck, Phleger & Harrison LLP

      23.1             Consent of KMPG Peat Marwick LLP

      23.2             Consent of Ernst & Young LLP

      23.3             Consent of Brobeck,  Phleger & Harrison  LLP is contained
                       in Exhibit 5

      24               Power  of  Attorney  (Reference  to  page  II-4  of  this
                       Registration Statement)

      99.1             1994  Restatement  of the Employee  Savings Plan of First
                       Interstate Bancorp

      99.2             Amendment   to  the   Employee   Savings  Plan  of  First
                       Interstate Bancorp

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

                                      II-2.
<PAGE>

    The  undersigned  Registrant  hereby  undertakes  that  it will  submit  the
Employee Savings Plan of First Interstate Bancorp and any amendments thereto, to
the Internal Revenue Service ("IRS") in a timely manner and has or will make all
changes  required by the IRS in order to qualify the plan under Internal Revenue
Code Section 401.

Item 9.  Undertakings.

    A. The undersigned  Registrant  hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement,  and (iii) to include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the  information  required  by those  clauses to be  included  in a
post-effective  amendment  is contained  in the  periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference into this  Registration  Statement;  (2) that, for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  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;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

    B. The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be permitted to directors,  officers or  controlling  persons of the  Registrant
pursuant  to the  provisions  and  agreements  summarized  in  Item 6  above  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such  indemnification  is against public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3.

<PAGE>
                                   SIGNATURES

         Registrant.  Pursuant to the  requirements  of the Securities  Act, 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 this day of
April, 1996.

                                 WELLS FARGO & COMPANY

                                 By /s/ Rodney L. Jacobs
                                    ------------------------------------------
                                    Rodney L. Jacobs
                                    Vice Chairman and Chief Financial Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of WELLS FARGO & COMPANY, a
Delaware  corporation,  do hereby constitute and appoint Paul Hazen,  William F.
Zuendt, Rodney L. Jacobs and any one of them, the lawful attorneys and agents or
attorney  and agent,  with full power and  authority  to do any and all acts and
things and to execute any and all  instruments  which said attorneys and agents,
and any one of them,  determine  may be  necessary  or  advisable or required to
enable said  corporation  to comply with the Securities Act of 1933, as amended,
and any rules or  regulations  or  requirements  of the  Securities and Exchange
Commission in connection with this Registration Statement.  Without limiting the
generality of the foregoing power and authority,  the powers granted include the
power and authority to sign the names of the undersigned  officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said  attorneys and agents or any one of them,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.
<TABLE>

         Pursuant  to  the  requirements  of the  1933  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
<CAPTION>

Signatures                                        Title                                          Date
- ----------                                        ------                                         -----


<S>                                               <C>                                               <C> 
/s/ Paul Hazen
- --------------------------------------------      Chairman of the Board,                             April 16, 1996     
Paul Hazen                                        Chief Executive Officer
                                                  and Director (Principal
                                                  Executive Officer)


/s/ William F. Zuendt
- --------------------------------------------      President and Director                             April 16, 1996
William F. Zuendt


/s/ Rodney L. Jacobs                                                  
- --------------------------------------------      Vice Chairman and Chief                            April 16, 1996   
Rodney L. Jacobs                                  Financial Officer (Principal
                                                  Financial Officer)



                                      II-4.
<PAGE>

Signatures                                        Title                                          Date
- ----------                                        -----                                          ----
/s/ Frank A. Moeslein
- --------------------------------------------      Executive Vice President                           April 16, 1996
Frank A. Moeslein                                 and Controller (Principal
                                                  Accounting Officer)


/s/ H. Jesse Arnelle
- --------------------------------------------      Director                                           April 16, 1996
H. Jesse Arnelle


/s/ Edward M. Carson
- --------------------------------------------      Director                                           April 16, 1996
Edward M. Carson


/s/ William S. Davila
- --------------------------------------------      Director                                           April 16, 1996
William S. Davila


/s/ Rayburn S. Dezember
- --------------------------------------------      Director                                           April 16, 1996
Rayburn S. Dezember


/s/ Myron Du Bain
- --------------------------------------------      Director                                           April 16, 1996
Myron Du Bain



- --------------------------------------------      Director                                           April 16, 1996
Don C. Frisbee


/s/ Robert K. Jaedicke
- --------------------------------------------      Director                                           April 16, 1996
Robert K. Jaedicke



- --------------------------------------------      Director                                           April 16, 1996
Thomas L. Lee


/s/ William F. Miller
- --------------------------------------------      Director                                           April 16, 1996
William F. Miller


/s/ Ellen M. Newman
- --------------------------------------------      Director                                           April 16, 1996
Ellen M. Newman


                                      II-5.
<PAGE>

/s/ Philip J. Quigley
- --------------------------------------------      Director                                           April 16, 1996
Philip J. Quigley


/s/ Carl E. Reichardt
- --------------------------------------------      Director                                           April 16, 1996
Carl E. Reichardt


/s/ Donald B. Rice
- --------------------------------------------      Director                                           April 16, 1996
Donald B. Rice


/s/ Richard J. Stegemeier
- --------------------------------------------      Director                                           April 16, 1996
Richard J. Stegemeier


/s/ Susan G. Swenson
- --------------------------------------------      Director                                           April 16, 1996
Susan G. Swenson


/s/ Daniel M. Tellep
- --------------------------------------------      Director                                           April 16, 1996
Daniel M. Tellep


/s/ Chang-Lin Tien
- --------------------------------------------      Director                                           April 16, 1996
Chang-Lin Tien



- --------------------------------------------      Director                                           April 16, 1996
John A. Young

</TABLE>


         Plan.  Pursuant to the  requirements  of the Securities Act of 1933, as
amended,  the 1994  Restatement of the Employee Savings Plan of First Interstate
Bancorp has 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 this day of April, 1996.


                            EMPLOYEE SAVINGS PLAN OF
                            FIRST INTERSTATE BANCORP

                            By:  /s/ Patricia R. Callahan
                                -----------------------------------------------
                                 Patricia R. Callahan
                                 Executive Vice President and Personnel Director
                                 Wells Fargo & Company

                                      II-6.
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                              WELLS FARGO & COMPANY












                                      II-7.

<PAGE>



                                  EXHIBIT INDEX



Exhibit Number                       Exhibit
- --------------                       -------

    4                Description of the Registrant's  Common Stock (Incorporated
                     by reference to the Registrant's  Registration Statement on
                     Form 8-B, File No.  01-06214,  filed with the Commission on
                     June 17, 1987.)

    5                Opinion of Brobeck, Phleger & Harrison LLP

    23.1             Consent of KMPG Peat Marwick LLP

    23.2             Consent of Ernst & Young LLP

    23.3             Consent of Brobeck,  Phleger & Harrison  LLP  (included  in
                     Exhibit 5)

    24               Power of Attorney  (Reference  is made to page II-4 of this
                     Registration Statement)

    99.1             1994  Restatement  of the  Employee  Savings  Plan of First
                     Interstate Bancorp

    99.2             Amendment to the 1994  Restatement of the Employee  Savings
                     Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26154}]
{"company-data": {"conformed-name": "WELLS FARGO & CO", "cik": "0000105598", "assigned-sic": "6021", "irs-number": "132553920", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02801", "film-number": "96550327"}, "business-address": {"street1": "420 MONTGOMERY ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94163", "phone": "4154771000"}, "mail-address": {"street1": "343 SANSOME ST 3RD FL", "street2": "WELLS FARGO BANK", "city": "SAN FRANCISCO", "state": "CA", "zip": "94163"}}
As filed with the Securities and Exchange Commission on April , 1996
                                                    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 issuer as specified in its charter)

          Delaware                                       13-2553920
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                              Wells Fargo & Company
                              420 Montgomery Street
                         San Francisco, California 94163
                                 (415) 477-1000
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

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

              THE EMPLOYEE SAVINGS PLAN OF FIRST INTERSTATE BANCORP
                           (Full titles of the plans)

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

                              Guy Rounsaville, Jr.
              Executive Vice-President, Chief Counsel and Secretary
                              Wells Fargo & Company
                              420 Montgomery Street
                         San Francisco, California 94163
                                 (415) 477-1000
(Name, address and telephone number, including area code, of agent for service)

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

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will begin as soon as reasonably practicable after such effective date.

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                              Proposed              Proposed
      Title of                                                 Maximum               Maximum
    Securities                             Amount             Offering              Aggregate           Amount of
        to be                                to be               Price              Offering          Registration
    Registered                           Registered           per Share                Price                Fee

- -------------------------------------------------------------------------------------------------------------------
Wells Fargo
 Common Stock,
$5.00 par value(1)                          0(2)            $    n\a  (2)         $    n\a  (2)        $100.00(2)
                                                             ---------             ---------
- -------------------------------------------------------------------------------------------------------------------
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

(2)      637,563  shares of  Wells Fargo Common Stock are being carried  forward
         pursuant to Rule 429 under the Securities Act of 1933 from Registration
         Statement No.  33-64575,  as discussed  below on this facing page.  The
         amount of filing fee to register  such  securities is  $48,426.67.  The
         registration  fee shown is the minimum fee required  under Section 6 of
         the Securities Act of 1933.
================================================================================

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus under this
Registration  Statement  constitutes a combined  Prospectus relating  to 637,963
shares of Wells Fargo  Common  Stock,  unsold as of April 17,  1996,  registered
pursuant  to  Registration  Statement  No.  33-64575  previously  filed  by  the
Registrant  on Form S-4, as well as an  indeterminate  amount of plan  interests
registered  pursuant  to  this  Registration   Statement.   As  a  result,  this
Registration  Statement does not register any  additional  shares of Wells Fargo
Common Stock, but registers an indeterminate number of plan interests.
PART I

              Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 under the  Securities  Act of 1933, as amended (the "1933
         Act") and the Note to Part I of Form S-8.

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

                  Wells Fargo & Company (the "Registrant")  hereby  incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The  Registrant's  Annual Report filed with the  Commission on
                  Form  10-K,  File No.  01-06214,  for the  fiscal  year  ended
                  December 31, 1995 excluding the information  contained therein
                  described  in Item  402(a)(8) of the  Commission's  Regulation
                  S-K;

         (b)      The Registrant's  Current Reports filed with the Commission on
                  Form 8-K,  File No.  01-06214,  on  January  16,  January  24,
                  January 31,  February 29, April 1, April 4, April 10 and April
                  16, 1996;

         (c)      The description of Common Stock contained in the  Registrant's
                  Registration  Statement on Form 8-B, File No. 01-06214,  filed
                  with the  Commission  on June 17, 1987,  and any  amendment or
                  report  filed for the  purpose of  updating  such  description
                  filed after the date of this Registration Statement;

         (d)      The Employee Savings Plan's latest Annual Report on Form 11-K,
                  File  No.  33-36478,   filed  with  the  Commission  by  First
                  Interstate Bancorp on June 28, 1995; and

         (e)     First  Interstate   Bancorp's  Annual  Report  filed  with  the
                 Commission on Form 10-K, File No. 61-06214, for the fiscal year
                 ended  December  31,  1995  (excluding   information  contained
                 therein   described  in  Item  402(a)(8)  of  the  Commission's
                 Regulation 5-K).

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference  herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  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 of this Prospectus.

Item 4.  Description of Capital Stock

                  Inapplicable.

                                      II-1.
Item 5.  Interests of Named Experts and Counsel

                  Inapplicable.

Item 6.  Indemnification of Directors and Officers

         As permitted by Section  102(b)(7) of the Delaware General  Corporation
Law  ("DCGL"),  Article  Fifth  of  the  Registrant's  Restated  Certificate  of
Incorporation eliminates the monetary liability of a director to the corporation
or its  stockholders  for  breach  of  fiduciary  duty as a  director,  with the
following exceptions,  as required by Delaware law: (i) breach of the director's
duty of loyalty to the  corporation or its  stockholder;  (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii)  payment of unlawful  dividends  or the making of unlawful  stock
purchases  or  redemptions;  or (iv) any  transaction  from  which the  director
derived an improper personal benefit.

         In addition, under Section 145 of the DGCL, a corporation may indemnify
a director,  officer,  employee  or agent of the  corporation  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred by him in  connection  with any  threatened,
pending or completed  Proceeding (other than an action by or in the right of the
corporation)  if he acted in good  faith  and in a  manner  which he  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  In the case of an action brought by or in the
right of the  corporation,  the corporation  may indemnify a director,  officer,
employee or agent of the  corporation  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement of any threatened, pending or completed action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged  to be liable to the  corporation  unless and only to the extent that a
court determines upon application  that, in view of all the circumstances of the
case,  such  person is fairly and  reasonably  entitled  to  indemnity  for such
expenses  as the court  deems  proper.  Article  IV of the  Registrant's  Bylaws
provides for indemnification of its directors,  officers,  employees,  and other
agents to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed

         Inapplicable.

Item 8.  Exhibits

 Exhibit Number       Exhibit
- ----------------      -------

      4                Description    of   the    Registrant's    Common   Stock
                       (Incorporated    by   reference   to   the   Registrant's
                       Registration  Statement on Form 8-B,  File No.  01-06214,
                       filed  with  the  Commission  on June 17,  1987,  and any
                       amendment  or report  filed for the  purpose of  updating
                       such   description   filed   after   the   date  of  this
                       Registration Statement.)

      5                Opinion of Brobeck, Phleger & Harrison LLP

      23.1             Consent of KMPG Peat Marwick LLP

      23.2             Consent of Ernst & Young LLP

      23.3             Consent of Brobeck,  Phleger & Harrison  LLP is contained
                       in Exhibit 5

      24               Power  of  Attorney  (Reference  to  page  II-4  of  this
                       Registration Statement)

      99.1             1994  Restatement  of the Employee  Savings Plan of First
                       Interstate Bancorp

      99.2             Amendment   to  the   Employee   Savings  Plan  of  First
                       Interstate Bancorp

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

                                      II-2.
The  undersigned  Registrant  hereby  undertakes  that  it will  submit  the
Employee Savings Plan of First Interstate Bancorp and any amendments thereto, to
the Internal Revenue Service ("IRS") in a timely manner and has or will make all
changes  required by the IRS in order to qualify the plan under Internal Revenue
Code Section 401.

Item 9.  Undertakings.

    A. The undersigned  Registrant  hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement,  and (iii) to include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the  information  required  by those  clauses to be  included  in a
post-effective  amendment  is contained  in the  periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference into this  Registration  Statement;  (2) that, for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  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;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

    B. The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be permitted to directors,  officers or  controlling  persons of the  Registrant
pursuant  to the  provisions  and  agreements  summarized  in  Item 6  above  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such  indemnification  is against public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3.
SIGNATURES

         Registrant.  Pursuant to the  requirements  of the Securities  Act, 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 this day of
April, 1996.

                                 WELLS FARGO & COMPANY

                                 By /s/ Rodney L. Jacobs
                                    ------------------------------------------
                                    Rodney L. Jacobs
                                    Vice Chairman and Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of WELLS FARGO & COMPANY, a
Delaware  corporation,  do hereby constitute and appoint Paul Hazen,  William F.
Zuendt, Rodney L. Jacobs and any one of them, the lawful attorneys and agents or
attorney  and agent,  with full power and  authority  to do any and all acts and
things and to execute any and all  instruments  which said attorneys and agents,
and any one of them,  determine  may be  necessary  or  advisable or required to
enable said  corporation  to comply with the Securities Act of 1933, as amended,
and any rules or  regulations  or  requirements  of the  Securities and Exchange
Commission in connection with this Registration Statement.  Without limiting the
generality of the foregoing power and authority,  the powers granted include the
power and authority to sign the names of the undersigned  officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said  attorneys and agents or any one of them,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

         Pursuant  to  the  requirements  of the  1933  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signatures                                        Title                                          Date
- ----------                                        ------                                         -----
/s/ Paul Hazen
- --------------------------------------------      Chairman of the Board,                             April 16, 1996     
Paul Hazen                                        Chief Executive Officer
                                                  and Director (Principal
                                                  Executive Officer)

/s/ William F. Zuendt
- --------------------------------------------      President and Director                             April 16, 1996
William F. Zuendt

/s/ Rodney L. Jacobs                                                  
- --------------------------------------------      Vice Chairman and Chief                            April 16, 1996   
Rodney L. Jacobs                                  Financial Officer (Principal
                                                  Financial Officer)

                                      II-4.
Signatures                                        Title                                          Date
- ----------                                        -----                                          ----
/s/ Frank A. Moeslein
- --------------------------------------------      Executive Vice President                           April 16, 1996
Frank A. Moeslein                                 and Controller (Principal
                                                  Accounting Officer)

/s/ H. Jesse Arnelle
- --------------------------------------------      Director                                           April 16, 1996
H. Jesse Arnelle

/s/ Edward M. Carson
- --------------------------------------------      Director                                           April 16, 1996
Edward M. Carson

/s/ William S. Davila
- --------------------------------------------      Director                                           April 16, 1996
William S. Davila

/s/ Rayburn S. Dezember
- --------------------------------------------      Director                                           April 16, 1996
Rayburn S. Dezember

/s/ Myron Du Bain
- --------------------------------------------      Director                                           April 16, 1996
Myron Du Bain

- --------------------------------------------      Director                                           April 16, 1996
Don C. Frisbee

/s/ Robert K. Jaedicke
- --------------------------------------------      Director                                           April 16, 1996
Robert K. Jaedicke

- --------------------------------------------      Director                                           April 16, 1996
Thomas L. Lee

/s/ William F. Miller
- --------------------------------------------      Director                                           April 16, 1996
William F. Miller

/s/ Ellen M. Newman
- --------------------------------------------      Director                                           April 16, 1996
Ellen M. Newman

                                      II-5.
/s/ Philip J. Quigley
- --------------------------------------------      Director                                           April 16, 1996
Philip J. Quigley

/s/ Carl E. Reichardt
- --------------------------------------------      Director                                           April 16, 1996
Carl E. Reichardt

/s/ Donald B. Rice
- --------------------------------------------      Director                                           April 16, 1996
Donald B. Rice

/s/ Richard J. Stegemeier
- --------------------------------------------      Director                                           April 16, 1996
Richard J. Stegemeier

/s/ Susan G. Swenson
- --------------------------------------------      Director                                           April 16, 1996
Susan G. Swenson

/s/ Daniel M. Tellep
- --------------------------------------------      Director                                           April 16, 1996
Daniel M. Tellep

/s/ Chang-Lin Tien
- --------------------------------------------      Director                                           April 16, 1996
Chang-Lin Tien

- --------------------------------------------      Director                                           April 16, 1996
John A. Young
Plan.  Pursuant to the  requirements  of the Securities Act of 1933, as
amended,  the 1994  Restatement of the Employee Savings Plan of First Interstate
Bancorp has 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 this day of April, 1996.

                            EMPLOYEE SAVINGS PLAN OF
                            FIRST INTERSTATE BANCORP

                            By:  /s/ Patricia R. Callahan
                                -----------------------------------------------
                                 Patricia R. Callahan
                                 Executive Vice President and Personnel Director
                                 Wells Fargo & Company

                                      II-6.
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              WELLS FARGO & COMPANY

                                      II-7.
EXHIBIT INDEX

Exhibit Number                       Exhibit
- --------------                       -------

    4                Description of the Registrant's  Common Stock (Incorporated
                     by reference to the Registrant's  Registration Statement on
                     Form 8-B, File No.  01-06214,  filed with the Commission on
                     June 17, 1987.)

    5                Opinion of Brobeck, Phleger & Harrison LLP

    23.1             Consent of KMPG Peat Marwick LLP

    23.2             Consent of Ernst & Young LLP

    23.3             Consent of Brobeck,  Phleger & Harrison  LLP  (included  in
                     Exhibit 5)

    24               Power of Attorney  (Reference  is made to page II-4 of this
                     Registration Statement)

    99.1             1994  Restatement  of the  Employee  Savings  Plan of First
                     Interstate Bancorp

    99.2             Amendment to the 1994  Restatement of the Employee  Savings
                     Plan