As filed with the Securities and Exchange Commission on August 15, 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)

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

            WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN
                           (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(1)      Price(1)               Fee
- --------------------------------------------------------------------------------

  Wells Fargo
 Common Stock,
$5.00 par value   750,000        $247.75     $185,812,500         $64,073.28
- --------------------------------------------------------------------------------

(1)      Calculated  solely for purposes of this  offering  under
         Rule 457(h) of the 1933 Act, on the basis of the average
         of the high and low  selling  prices per share of Common
         Stock of Wells  Fargo & Company on August 13,  1996,  as
         reported by the New York Stock Exchange.



<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 Forms 10-K, File No. 01-06214, for
                  the fiscal  year ended  December  31,  1995 and
                  Quarterly  Report on Form 10-Q  filed on May 9,
                  1996 and August 14, 1996, excluding the informa-
                  tion 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, 1996, January 24, 1996, January 31,
                  1996, February 29, 1996, April 1, 1996, April 5,
                  1996, April 10, 1996, April 16, 1996,  July 16,
                  1996 and August 9, 1996; and

         (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.

         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 and consent  of  Brobeck, Phleger &
                      Harrison LLP
    23.1              Consent of KPMG 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              Wells Fargo & Company  1996  Employee Stock
                      Purchase Plan




                              II-2.



<PAGE>




Item 9.  Undertakings.

    A. The undersigned Registrant hereby undertakes: (1) to file,
during  any  period in which  offers or sales are being  made,  a
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

         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 16th 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
- ------------------------      Chief Executive Officer
Paul Hazen                    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
- ------------------------      Financial Officer (Principal
Rodney L. Jacobs              Financial Officer)
                         



                              II-4.



<PAGE>



SIGNATURES                    TITLE                          DATE
- ----------                    -----                          ----



/s/ Frank A. Moeslein         Executive Vice President         April 16, 1996
- ------------------------      and Controller (Principal
Frank A. Moeslein             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



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



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



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



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


                                 II-5.



<PAGE>



SIGNATURES                    TITLE                          DATE
- ----------                    -----                          ----



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



/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



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




                              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 and consent of Brobeck, Phleger & Harrison LLP
    23.1              Consent of KPMG 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              Wells Fargo & Company 1996 Employee Stock Purchase Plan


<PAGE>



                            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.)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21841}]
{"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": "333-10501", "film-number": "96618201"}, "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 August 15, 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)

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

            WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN
                           (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(1)      Price(1)               Fee
- --------------------------------------------------------------------------------

  Wells Fargo
 Common Stock,
$5.00 par value   750,000        $247.75     $185,812,500         $64,073.28
- --------------------------------------------------------------------------------

(1)      Calculated  solely for purposes of this  offering  under
         Rule 457(h) of the 1933 Act, on the basis of the average
         of the high and low  selling  prices per share of Common
         Stock of Wells  Fargo & Company on August 13,  1996,  as
         reported by the New York Stock Exchange.
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 Forms 10-K, File No. 01-06214, for
                  the fiscal  year ended  December  31,  1995 and
                  Quarterly  Report on Form 10-Q  filed on May 9,
                  1996 and August 14, 1996, excluding the informa-
                  tion 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, 1996, January 24, 1996, January 31,
                  1996, February 29, 1996, April 1, 1996, April 5,
                  1996, April 10, 1996, April 16, 1996,  July 16,
                  1996 and August 9, 1996; and

         (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.

         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 and consent  of  Brobeck, Phleger &
                      Harrison LLP
    23.1              Consent of KPMG 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              Wells Fargo & Company  1996  Employee Stock
                      Purchase Plan

                              II-2.
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

         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 16th 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
- ------------------------      Chief Executive Officer
Paul Hazen                    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
- ------------------------      Financial Officer (Principal
Rodney L. Jacobs              Financial Officer)
                         

                              II-4.
SIGNATURES                    TITLE                          DATE
- ----------                    -----                          ----

/s/ Frank A. Moeslein         Executive Vice President         April 16, 1996
- ------------------------      and Controller (Principal
Frank A. Moeslein             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

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

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

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

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

                                 II-5.
SIGNATURES                    TITLE                          DATE
- ----------                    -----                          ----

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

/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

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

                              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 and consent of Brobeck, Phleger & Harrison LLP
    23.1              Consent of KPMG 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              Wells Fargo & Company 1996 Employee Stock Purchase Plan
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.)