October 20, 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. 1
		Filed October 13, 2004

Dear Mr. Spidi:

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

Schedule 13E-3

1. We reissue comment 2.  The initial filing lacked much of the
disclosure required by Rule 13e-3.  In addition, we note that the
subsidiary bank, which is an affiliate engaged in the transaction, has
not yet filed a Schedule 13E-3 in connection with this transaction.
Note that Rule 13e-3(f)(2) and Rule 13e-4(d)(2) require dissemination
of "material changes in the information previously disclosed to
security holders" promptly in a "manner reasonably calculated to
inform security holders of the change."  Furthermore, bidders should
disseminate material changes in the same manner the original offer was
disseminated.  See Section II.C. of Exchange Act Release No. 43069
(July 31, 2000).  In addition, where the initial disclosure document
which was delivered to security holders is materially deficient, then
the materials providing the missing information must also be delivered
to security holders.  See Exchange Act Release No. 24296 (April 3,
1987).

Offer to Purchase

2. We reissue comment 5.  We disagree with your analysis that the June
15, 2004 report from your financial advisor is not materially related
to this transaction.  See In the Matter of Meyers Parking System,
Inc., Exchange Act Release No. 26069 (September 12, 1998).
Furthermore, each presentation, whether oral or written, must be
summarized in the disclosure document as required by Item 1015(b)(6)
of Regulation M-A.  This includes preliminary reports as well as final
reports.  Finally, each written report must be filed as an exhibit to
the Schedule 13E-3 as required by Item 1016(c) of Regulation M-A.
Please revise accordingly.

3. We note the revised disclosure in response to comment 6.  Revise
the document to specifically identify the projections and other non-
public information the company provided to the financial advisor.  The
current disclosure is unclear.  In addition, it is unclear where you
have disclosed the company`s business plan as it was provided to the
financial advisor.

4. We reissue comment 7.  Revise to clarify what consideration the
board gave to the fact that the range chosen is below prices at which
the shares have traded in the past two quarters.

5. We note your response to comment 8 and reissue the comment.  Revise
to provide a breakdown that describes what portion of the $400,000
expected cost savings is attributable to savings on each of the costs
you describe in your response.

6. We reissue comment 9.  Revise to highlight the information
requested in the comment.  The current disclosure does not adequately
inform security holders of the likelihood of proration, and the
discussion regarding shareholders` ability to cash out their shares
omits this important information.

7. We reissue comment 12.  The subsidiary bank provided the funding
for the transaction, and therefore it is an affiliate engaged in the
Rule 13e-3 transaction.  The bank should file a Schedule 13E-3 and
provide the disclosure required by that Schedule.

8. We reissue comment 13.  Revise to clarify why the board did not
consider going concern value in reaching its fairness determination.
The fact that the company was not for sale does not explain why the
board did not consider this factor in determining the value of the
company and the appropriate price to be paid in the transaction.  See
Q&A No. 19 in Exchange Act Release No. 17719 (April 13, 1981).  Also,
please clarify how the higher historical market prices of your common
stock supports the fairness determination with respect to unaffiliated
security holders who will be cashed out in the transaction.

9. We reissue comment 14.  Revise the document to specifically provide
the two fairness determinations discussed in our comment.  The
disclosure highlighted in your response discusses the fairness of the
price, rather than the transaction, to the unaffiliated security
holders being cashed out.  As stated in our comment, the board must
provide its determination regarding whether the transaction is
procedurally and substantively fair to each group of unaffiliated
security holders alone.  Furthermore, the last portion of the
highlighted disclosure addresses all security holders who will remain
shareholders of the company, rather than unaffiliated security holders
who will remain shareholders of the company.  That disclosure also
limits the basis of the fairness finding to one particular factor.
Please revise the disclosure to clarify.  Finally, the disclosure in
the beginning of the fairness determination section provides the
determination with respect to "[the company`s] stockholders, including
unaffiliated stockholders."  The determination must speak to each
group of unaffiliated security holders alone.

10. Revise the document to disclose the supplemental response to
comment 15.

11. We reissue comment 17.  Disclose the explanations in your
supplemental response and to expand on that disclosure.  The current
discussion does not adequately address the data used in each analysis,
the results of each analysis and does not adequately explain how the
data compare to the company`s information and how it supports the
fairness determination.  For example, in the comparative pricing
analysis, the average market capitalization for the fifteen comparable
companies is disclosed, but the high and low ends of the range are not
disclosed.  Disclose the endpoints of the ranges for each analysis
where you disclose a mean or median.  Revise the pricing analysis to
disclose that the "P/TB" ration is the price to tangible book value
ratio and discuss how that ratio is calculated and why it is an
appropriate measure for comparison.  Clarify how the financial advisor
determined that the tender offer price range "reflected appropriate
premiums in relation to the Company`s recent trading price."  For
example, against what values did they make this assessment and how did
those comparables support this conclusion?  The disclosure in the
document does not tie in the information as you have done in
discussion in paragraph b of your response.  For example, the document
does not indicate that the premiums determined by the pricing analysis
were compared to the premiums in what the financial advisor determined
to be comparable transactions, as appears to be the case from your
supplemental response.

12. We note your response to comment 18.  Revise to clarify how the
financial advisor calculated the "recent average trading price" based
on the figures disclosed.

13. We reissue comment 19.  Revise to further clarify how the
financial advisor chose the particular transactions.  You cite several
criteria that could encompass numerous transactions not included here,
and it is unclear how other comparable transactions that fit these
criteria were filtered out.  Furthermore, please revise to identify
all of the comparable transactions analyzed and the dates of those
transactions.  Further clarify why the financial advisor felt that
these comparable transactions were appropriate for comparison to this
transaction.

14. We reissue comment 20.  If projections the company previously
released are no longer valid, then revise the document to explain why
they should not be relied upon.  The financial advisor may include
qualifying language concerning its subjective analyses; however, it is
inappropriate for the financial advisor to disclaim responsibility for
statements made in the document, and therefore, the statement that
"you should not rely on these projections" should be deleted.  The
financial advisor may warn against undue reliance.

15. Please refer to comment 21.  Identify the remaining analyses in
which the financial advisor selected the variables used in the
analyses and disclose how the financial advisor chose those variables,
or provide further details regarding why the criteria should not be
described.  It is unclear how you have determined that this disclosure
relating to the remaining variables is not appropriate.

						*  *  *

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