8-K

                       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):  January 24, 1996



                              WELLS FARGO & COMPANY
             (Exact name of registrant as specified in its charter)


          Delaware                      1-6214               No. 13-2553920
(State or other jurisdiction       (Commission File           (IRS Employer
      of incorporation)                 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)




Item 5:   OTHER EVENTS

          Attached hereto as Exhibit 99 is the Press Release announcing that
          Wells Fargo & Company and First Interstate Bancorp have reached a
          definitive agreement to merge the two companies.

Item 7:   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits

     99   Copy of the Press Release announcing that Wells Fargo & Company and
          First Interstate Bancorp have reached a definitive agreement to merge
          the two companies.




                                    SIGNATURE

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, on January 24, 1996.



                                   WELLS FARGO & COMPANY




                                   By:     FRANK A. MOESLEIN
                                   ---------------------------------
                                        Frank A. Moeslein
                                        Executive Vice President and Controller

EX-99

NEWS RELEASE                                               [WELLS FARGO LOGO]
- -------------------------------------------------------------------------------


FOR IMMEDIATE RELEASE
Wed., Jan. 24, 1996




WELLS FARGO AND FIRST INTERSTATE TO MERGE

     SAN FRANCISCO --Wells Fargo & Co. (NYSE: WFC) and First Interstate
Bancorp (NYSE:I) today announced that they have reached a definitive agreement
to merge the two companies.  Under terms of the merger agreement, First
Interstate shareholders will receive a tax-free exchange of two-thirds of a
share of Wells Fargo common stock for each share of First Interstate common
stock.   Based on Wells Fargo's closing price on  Tues., Jan. 23, this exchange
ratio represents a price of  $152.33 for each First Interstate share.  The
merger is valued at approximately $11.6 billion, making it the largest bank
merger in U.S. history.  It is expected to close early in the second quarter,
subject to regulatory and shareholder approvals.

     The name of the newly combined company will be Wells Fargo & Co.   Paul
Hazen, 54, will be chairman and chief executive officer, and William Zuendt, 49,
will be president and chief operating officer.

     "We are pleased that First Interstate's board has decided in favor of this
partnership," said Hazen.  "Customers of both banks in California and the 12
other Western states will see great benefits as we combine the strengths of
Wells Fargo's and First Interstate's franchises," said Hazen.  "Communities will
benefit from our historic focus on community reinvestment and our recently
announced $45 billion community and economic lending commitment."

     William Siart, chairman of First Interstate, said, "This transaction is a
clear win for First Interstate shareholders, who are being handsomely rewarded
for their investment in us.  Our mission has been to deliver superior value to
shareholders by providing our customers and communities with outstanding banking
products and services.  Through the fine work of thousands of dedicated First
Interstate professionals, we have achieved that goal."

                                     -more-



- -2-
Wells Fargo

     Under terms of the merger agreement, Wells Fargo will operate from
headquarters in San Francisco and Los Angeles, with senior executive presence in
both.  The combined board of directors will consist of the existing members of
Wells Fargo's board and seven directors from First Interstate's board.

      First Interstate has terminated its Nov. 5 merger agreement with First
Bank System, Inc. (NYSE: FBS). An overall settlement agreement was entered into
among First Interstate, First Bank System and Wells Fargo & Co.  Under terms of
the settlement agreement, First Interstate has agreed to pay First Bank System a
termination fee of $125 million and an additional $75 million upon the closing
of its merger with Wells Fargo.  These payments are being made in full
satisfaction of First Interstate's obligations under the stock option and fee
agreements entered into as part of its Nov. 5 merger agreement with First Bank
System.  In addition, all litigation among the parties related to efforts to
acquire First Interstate has been settled.

     Wells Fargo has 983 banking locations throughout California.  First
Interstate has 406 offices in California and a total of 1,140 offices in 13
western states.

     As of Dec. 31, 1995, Wells Fargo  & Co. had $50.3 billion in assets and
First Interstate Bancorp had $58.1 billion in assets.  Wells Fargo & Co. is the
17th largest bank holding company in the nation.  First Interstate Bancorp is
the 15th largest bank holding company in the nation.

                                       ###

NOTE TO NEWS MEDIA:  Media Advisory to follow about Wells Fargo and First
Interstate  press conference in Los Angeles at 10 a.m. Pacific time today, at
First Interstate headquarters, 633 W. Fifth Street, 9th floor.