8-K

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                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


                          _______________________


                                  FORM 8-K



                               CURRENT REPORT



                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  Feb. 28, 1996


                            Wells Fargo & Company                     
             (Exact Name of Registrant as Specified in Charter)




         Delaware                      1-6214               13-2553920     
(State or Other Jurisdiction         (Commission          (IRS Employer
      of Incorporation)              File Number)      Identification No.)


      420 Montgomery Street
      San Francisco, California                          94163
(Address of Principal Executive Offices)               (Zip Code)


Registrant's telephone number, including area code: (415) 477-1000


                          Not applicable                          
       (Former Name or Former Address, if Changed Since Last Report)


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Item 5.     Other Events.

            On February 28, 1996, Wells Fargo & Company ("Wells Fargo") 
issued the press release attached hereto as Exhibit 99.1 and incorporated 
herein by reference.


Item 7.     Financial Statements, Pro Forma Financial Information and
            Exhibits.

            The following exhibits, as required by Item 601 of Regulation
S-K, are attached to this Current Report:


         99.1 -   Press release, dated February 28, 1996, issued by Wells
                  Fargo.


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                                 SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                              WELLS FARGO & COMPANY





                              By: /s/ Guy Rounsaville, Jr.      
                                  Name:  Guy Rounsaville, Jr.
                                  Title: Secretary



Date: February 29, 1996


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                               Exhibit Index

 Exhibit                    Item                                   Page

  99.1  -    Press release, dated February 28, 1996, issued          5
             by Wells Fargo & Company.

EX-99.1

 1

                                                               Exhibit 99.1

NEWS RELEASE                                              WELLS FARGO & CO.

                     Kim Kellogg 415/396-3070
                          Public Relations Department (415) 396-3606
                     343 Sansome Street, 2nd Floor
                     San Francisco, CA 94163

FOR IMMEDIATE RELEASE
Wed., February 28, 1996

WELLS FARGO/FIRST INTERSTATE PROXY STATEMENT
DECLARED EFFECTIVE BY SEC
Companies Plan Special Shareholder Meetings on March 28

            San Francisco - The joint proxy statement of Wells Fargo &
Company (NYSE:WFC) and First Interstate Bancorp (NYSE:I) has been declared
effective by the Securities and Exchange Commission.  It is expected that
the joint proxy statement will be mailed to shareholders on or about
February 28, and that shareholders of both companies will then vote whether
to approve the transaction at separate special meetings to be held on
March 28 in San Francisco and Los Angeles.

            Wells Fargo also announced that it has reached agreement with
the Department of Justice and the Office of the Attorney General for
California regarding divestitures.  These divestitures will involve 61
branches in California with approximately $2.5 billion in deposits and
approximately $1.3 billion in loans.

            "Discussions between Wells Fargo and potential purchasers are
currently underway," said Wells Fargo Vice Chairman and Chief Financial
Officer Rod Jacobs, "and we don't expect the divestitures to have a
material impact on the net income of the combined company.  We currently
expect to consummate the merger on April 1, subject to shareholder and
regulatory approval and the execution of sales contracts for the branches
to be divested."
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