October 28, 2004

By Facsimile and U.S. Mail

John J. Spidi, Esq.
Joan S. Guilfoyle, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, DC 20005

	Re:	Wells Financial Corporation
		Schedule TO-I/ 13E-3, Amendment No. 3
		Filed October 26, 2004

Dear Mr. Spidi and Ms. Guilfoyle:

	We have the following comments on the above-referenced filing:

Schedule 13E-3

1. Refer to comment 1.  Advise us how long the offer will be extended
upon dissemination of the supplement.  We assume based on our
telephone conversations that the offer will be open at least ten
business days upon dissemination of the revised supplement.  Please
revise the supplement to clarify that security holders who tender into
the offer will be eligible to receive the dividend recently announced
by the company, whether their shares are purchased in the offer or
not.  We note from the press release included in Amendment No. 2 to
your Schedule 13E-3/TO that the dividend is payable to shareholders of
record on November 16, 2004.

Offer to Purchase

2. We reissue comment 2.  We note that you have expanded the
background section to disclose the types of analyses provided by the
financial advisor in rendering its June 15, 2004 opinion.  We also
note that the June 15, 2004 fairness opinion is filed as an exhibit to
the document.  It appears to us that this letter is a fairness
opinion, similar to the later fairness opinion provided by the
financial advisor and the document should be revised to characterize
it as such.  It is unclear why the company describes the analysis
underlying this document as "preliminary" in nature, "based on [the
financial advisor`s] general knowledge" and that "no formal analysis
was prepared."  These statements do not appear to be consistent with
statements in that same paragraph or in exhibit (c)(3), where the
company and the financial advisor describe the analyses undertaken by
the financial advisor.  The analysis described appears to be as
detailed as the analysis underlying the more recent fairness opinion.
Furthermore, please revise the document to summarize all oral or
written reports provided by the financial advisor, and you have not
filed any written reports, such a board books, as exhibits to the
Schedule 13E-3.  For example, did the financial advisor prepare any
written materials related to the analyses that have been disclosed in
the "Fairness Opinion of Financial Advisor" section?  These analyses
should be filed as an exhibit to the Schedule 13E-3.

In addition, supplementally provide us the report prepared by the
company`s auditor and provide us your analysis regarding why this
information was not materially related to the Rule 13e-3 transaction,
or revise the document to summarize this report and file it as an
exhibit to the Schedule 13E-3.  Provide us your analysis regarding why
the reports prepared by counsel should not be disclosed.

Finally, revise the fairness determination to clarify how the June 15,
2004 opinion of your financial advisor supports the fairness
determinations to each group of unaffiliated security holders.  See
Instruction 2(viii) to Item 1014 of Regulation M-A.

3. Refer to comment 5.  Please revise the supplement to clarify the
cost savings that you cite as one of the reasons for and purposes of
the going-private transaction.  On page 11 you state that the
transaction "could result in a significant cost savings" and that
additional costs associated with the new requirements of the Sarbanes-
Oxley Act "will exceed $300,000 per year."  On page 24 you state, "The
total out-of-pocket expenses associated with maintaining our public
status is expected to be approximately $440,000 per year. . . .  These
costs also include estimated salaries and time of our employees who
will be required to devote attention to these matters of approximately
$210,000."  Revise to clarify what costs you expect to save as a
result of the transaction, and what new costs you expect to avoid as a
result of the transaction, quantifying each.  It is unclear how or
whether the $300,000 and $440,000 cited above reconcile.  Furthermore,
clarify how you have determined that you will save $440,000 in out-of-
pocket expenses where $210,000 is attributable to employee salaries.
Will these employees be terminated a result of the going-private
transaction?

4. We reissue comment 6.  The revised disclosure does not highlight
the factors discussed in our comment.

5. We reissue comment 8 in part.  You must explain why the board felt
that going concern value was not a material factor to the fairness
determination.  Please review Q&A No. 20 in Exchange Act Release No.
17719 (April 13, 1981).

6. We reissue comment 13 in part.  Revise to disclose the names of the
22 comparable transaction, the dates of those transactions and the
premiums and number of shares tendered to fill out the table included
in that section.

						*  *  *

Respond to our comments promptly.  Please furnish a response letter,
keying your response to our comment letter.  You should transmit the
letter via EDGAR under the label "CORRESP."  In the even that you
believe that compliance with any of the above comments is
inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1881 if you have any
questions.


Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions