As filed with the Securities and Exchange Commission on May 28, 2004
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              Wells Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Minnesota                                            41-1799504
------------------------------                               -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              53 First Street, S.W.
                             Wells, Minnesota 56097
                           --------------------------
                    (Address of principal executive offices)

                  Wells Financial Corp. 2003 Stock Option Plan
                    Wells Federal Bank 2003 Stock Bonus Plan
                    ----------------------------------------
                            (Full Title of the Plans)

                                  James D. Moll
                             Chief Financial Officer
                              53 First Street, S.W.
                             Wells, Minnesota 56097
                                 (507) 533-3151
                           --------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                           --------------------------

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE

=======================================================================================================================
       Title of                                  Proposed Maximum         Proposed Maximum
     Securities to           Amount to be            Offering            Aggregate Offering     Amount of Registration
     be Registered          Registered (1)      Price Per Share(2)            Price (2)                 Fee (2)
     -------------          --------------      ------------------            ---------                 -------
<S>                       <C>                       <C>                    <C>                        <C>
Common Stock
$0.10 par value
per share                   43,900 shares             $30.73                 $1,349,047                 $170.92


Common Stock
$0.10 par value
per share                   126,100 shares            $26.97                 $3,400,917                 $430.90

=======================================================================================================================
</TABLE>
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the Wells  Financial Corp. 2003 Stock Option Plan consists of
     120,000 shares, and under the Wells Federal Bank 2003 Stock Bonus Plan (the
     "RSP")  consists  of  50,000  shares  are  being   registered   under  this
     Registration  Statement  and for which a  registration  fee is being  paid.
     Additionally,  an indeterminate  number of additional shares may be offered
     and issued to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.
(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 170,000 shares are being registered  hereby, of
     which 43,900 shares are under option at a weighted  average  exercise price
     of $30.73 per share  ($1,349,047 in the  aggregate).  The remainder of such
     shares  126,100  shares,  consisting of 50,000 shares awarded under the RSP
     and 76,100  shares under the stock option plan not subject to options,  are
     being  registered  based upon the average of the high and low prices of the
     Common Stock of the Registrant as reported on the Nasdaq National Market on
     May 24, 2004,  of $26.97 per share  ($3,400,917  in the  aggregate),  for a
     total offering of $4,749,964.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

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

         *This  Registration  Statement  relates to the  registration of 170,000
shares of Wells Financial Corp.  (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance  with the Wells Financial Corp. 2003 Stock Option Plan under which
120,000  shares are  issuable,  and the Wells Federal Bank 2003 Stock Bonus Plan
under which  50,000  shares are  issuable  (together,  the  "Plans").  Documents
containing the  information  required by Part I of this  Registration  Statement
will be  sent  or  given  to  participants  in the  Plan  as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  February  9, 1995 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB  for the Year  Ended
December 31, 2003;

         (b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2004; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
February 9, 1995.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

                                        2

<PAGE>

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

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Sections 302A.521 of the Minnesota Business  Corporation Act authorizes
a corporation such as the registrant to indemnify officers, directors, employees
and agents under certain circumstances. Section 302A.521, subdivision 2 requires
indemnification  of  directors,  officers,  employees  and  agents who have been
successful  on the merits or  otherwise  in defense of certain  actions,  suits,
proceedings  claims,  issues  and  matters.  Article  XVIII of the  Registrant's
Articles of Incorporation provides for indemnification.

         Section  308A.325  of the  Minnesota  Statutes,  1971  allows  for  the
limitation of liability of directors.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability Policy underwritten by St. Paul Insurance Companies,  Inc. with a $3.0
million aggregate limit of liability and an aggregate  deductible of $50,000 per
loss both for claims  directly  against  officers and  directors  and for claims
where the Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

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 the

                                        3
<PAGE>

                  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
                  the 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  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the 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.

                  (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 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        4

<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 Wells in the State of Minnesota,  on the 28th day of
May 2004.


                                  Wells Financial Corp.



                                  By:      /s/Lonnie R. Trasamar
                                           -------------------------------------
                                           Lonnie R. Trasamar
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)



                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Wells Financial Corp., do
hereby  severally  constitute  and  appoint  Lonnie R.  Trasamar as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Lonnie R. Trasamar may
deem necessary or advisable to enable Wells Financial  Corp., to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  the  Registration   Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm all that said  Lonnie R.  Trasamar  shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

<TABLE>
<CAPTION>
<S>                                                     <C>
/s/Lonnie R. Trasamar                                         /s/James D. Moll
-----------------------------------------------               --------------------------------------------
Lonnie R. Trasamar                                            James D. Moll
President, Chief Executive Officer and Director               Treasurer and Chief Financial Officer
(Principal Executive Officer)                                 (Principal Financial and Accounting Officer)

Date: May 28, 2004                                            Date: May 28, 2004

<PAGE>


/s/Dale E. Stallkamp                                          /s/Gerald D. Bastian
-----------------------------------------------               --------------------------------------------
Dale E. Stallkamp                                             Gerald D. Bastian
Director                                                      Vice President and Director

Date: May 28, 2004                                            Date: May 28, 2004


/s/Randel I. Bichler                                          /s/Richard A. Mueller
-----------------------------------------------               --------------------------------------------
Randel I. Bichler                                             Richard A. Mueller
Director                                                      Director

Date: May 28, 2004                                            Date: May 28, 2004


/s/David Buesing
-----------------------------------------------
David Buesing
Director

Date: May 28, 2004

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS





Exhibit                              Description
-------                              -----------


     4.1         Wells Financial Corp. 2003 Stock Option Plan


     4.2         Wells Federal Bank 2003 Stock Bonus Plan


     4.3         Form of Stock Option Agreement to be entered into with
                 respect to Stock Options under the Stock Option Plan


     4.4         Form of Restricted Stock Award Agreement


     4.5         Form of Stock Award Tax Notice


     5.1         Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                 Common Stock being registered


    23.1         Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                 filed as Exhibit 5.1)


    23.2         Consent of McGladrey & Pullen, LLP


     24          Reference is made to the Signatures section of this
                 Registration Statement for the Power of Attorney contained
                 therein
[{"type": "S-8", "sequence": "1", "filename": "s8sop_052804-0129.txt", "description": "FORM", "secsgml_size_bytes": 20217}]
{"company-data": {"conformed-name": "WELLS FINANCIAL CORP", "cik": "0000934739", "assigned-sic": "6035", "irs-number": "411799504", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115969", "film-number": "04836998"}, "business-address": {"street1": "53 FIRST ST SW", "street2": "P.O. BOX 310", "city": "WELLS", "state": "MN", "zip": "56097", "phone": "5075533151"}, "mail-address": {"street1": "53 1ST ST SW", "street2": "PO BOX 310", "city": "WELLS", "state": "MN", "zip": "56097"}}
As filed with the Securities and Exchange Commission on May 28, 2004
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              Wells Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Minnesota                                            41-1799504
------------------------------                               -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              53 First Street, S.W.
                             Wells, Minnesota 56097
                           --------------------------
                    (Address of principal executive offices)

                  Wells Financial Corp. 2003 Stock Option Plan
                    Wells Federal Bank 2003 Stock Bonus Plan
                    ----------------------------------------
                            (Full Title of the Plans)

                                  James D. Moll
                             Chief Financial Officer
                              53 First Street, S.W.
                             Wells, Minnesota 56097
                                 (507) 533-3151
                           --------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                           --------------------------
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
       Title of                                  Proposed Maximum         Proposed Maximum
     Securities to           Amount to be            Offering            Aggregate Offering     Amount of Registration
     be Registered          Registered (1)      Price Per Share(2)            Price (2)                 Fee (2)
     -------------          --------------      ------------------            ---------                 -------
Common Stock
$0.10 par value
per share                   43,900 shares             $30.73                 $1,349,047                 $170.92

Common Stock
$0.10 par value
per share                   126,100 shares            $26.97                 $3,400,917                 $430.90

=======================================================================================================================
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the Wells  Financial Corp. 2003 Stock Option Plan consists of
     120,000 shares, and under the Wells Federal Bank 2003 Stock Bonus Plan (the
     "RSP")  consists  of  50,000  shares  are  being   registered   under  this
     Registration  Statement  and for which a  registration  fee is being  paid.
     Additionally,  an indeterminate  number of additional shares may be offered
     and issued to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.
(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 170,000 shares are being registered  hereby, of
     which 43,900 shares are under option at a weighted  average  exercise price
     of $30.73 per share  ($1,349,047 in the  aggregate).  The remainder of such
     shares  126,100  shares,  consisting of 50,000 shares awarded under the RSP
     and 76,100  shares under the stock option plan not subject to options,  are
     being  registered  based upon the average of the high and low prices of the
     Common Stock of the Registrant as reported on the Nasdaq National Market on
     May 24, 2004,  of $26.97 per share  ($3,400,917  in the  aggregate),  for a
     total offering of $4,749,964.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

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

         *This  Registration  Statement  relates to the  registration of 170,000
shares of Wells Financial Corp.  (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance  with the Wells Financial Corp. 2003 Stock Option Plan under which
120,000  shares are  issuable,  and the Wells Federal Bank 2003 Stock Bonus Plan
under which  50,000  shares are  issuable  (together,  the  "Plans").  Documents
containing the  information  required by Part I of this  Registration  Statement
will be  sent  or  given  to  participants  in the  Plan  as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  February  9, 1995 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB  for the Year  Ended
December 31, 2003;

         (b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2004; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
February 9, 1995.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

                                        2
Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Sections 302A.521 of the Minnesota Business  Corporation Act authorizes
a corporation such as the registrant to indemnify officers, directors, employees
and agents under certain circumstances. Section 302A.521, subdivision 2 requires
indemnification  of  directors,  officers,  employees  and  agents who have been
successful  on the merits or  otherwise  in defense of certain  actions,  suits,
proceedings  claims,  issues  and  matters.  Article  XVIII of the  Registrant's
Articles of Incorporation provides for indemnification.

         Section  308A.325  of the  Minnesota  Statutes,  1971  allows  for  the
limitation of liability of directors.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability Policy underwritten by St. Paul Insurance Companies,  Inc. with a $3.0
million aggregate limit of liability and an aggregate  deductible of $50,000 per
loss both for claims  directly  against  officers and  directors  and for claims
where the Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

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 the

                                        3
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
                  the 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  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the 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.

                  (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 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        4
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 Wells in the State of Minnesota,  on the 28th day of
May 2004.

                                  Wells Financial Corp.

                                  By:      /s/Lonnie R. Trasamar
                                           -------------------------------------
                                           Lonnie R. Trasamar
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Wells Financial Corp., do
hereby  severally  constitute  and  appoint  Lonnie R.  Trasamar as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Lonnie R. Trasamar may
deem necessary or advisable to enable Wells Financial  Corp., to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  the  Registration   Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm all that said  Lonnie R.  Trasamar  shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Lonnie R. Trasamar                                         /s/James D. Moll
-----------------------------------------------               --------------------------------------------
Lonnie R. Trasamar                                            James D. Moll
President, Chief Executive Officer and Director               Treasurer and Chief Financial Officer
(Principal Executive Officer)                                 (Principal Financial and Accounting Officer)

Date: May 28, 2004                                            Date: May 28, 2004
/s/Dale E. Stallkamp                                          /s/Gerald D. Bastian
-----------------------------------------------               --------------------------------------------
Dale E. Stallkamp                                             Gerald D. Bastian
Director                                                      Vice President and Director

Date: May 28, 2004                                            Date: May 28, 2004

/s/Randel I. Bichler                                          /s/Richard A. Mueller
-----------------------------------------------               --------------------------------------------
Randel I. Bichler                                             Richard A. Mueller
Director                                                      Director

Date: May 28, 2004                                            Date: May 28, 2004

/s/David Buesing
-----------------------------------------------
David Buesing
Director

Date: May 28, 2004
INDEX TO EXHIBITS

Exhibit                              Description
-------                              -----------

     4.1         Wells Financial Corp. 2003 Stock Option Plan

     4.2         Wells Federal Bank 2003 Stock Bonus Plan

     4.3         Form of Stock Option Agreement to be entered into with
                 respect to Stock Options under the Stock Option Plan

     4.4         Form of Restricted Stock Award Agreement

     4.5         Form of Stock Award Tax Notice

     5.1         Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                 Common Stock being registered

    23.1         Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                 filed as Exhibit 5.1)

    23.2         Consent of McGladrey & Pullen, LLP

     24          Reference is made to the Signatures section of this
                 Registration Statement for the Power of Attorney contained
                 therein