November 19, 2004

By Facsimile and U.S. Mail

John J. Spidi, 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. 4
		Filed November 19, 2004

Dear Mr. Spidi:

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

1. We note the board`s determination to provide no further
consideration to the Opportunity Partners proposed offer, which
would provide security holders consideration of $35 per share in cash,
a premium of at least $3.50 over the consideration to be received in
the company`s proposed transaction.  Revise the Schedule 13e-3 and
Schedule TO to clarify what consideration the board gave to this
offer.  Also revise the disclosure document to provide a revised
fairness determination and to clarify what consideration the board
gave to obtaining a revised financial advisor`s opinion in light
of the higher offer.  It appears that the determination required by
Item 1014 of Regulation M-A should take into account this higher offer,
pursuant to Instruction 2(viii) to that Item.  We note that
Opportunity Funds has stated that the only condition to the offer
is regulatory approval.  Finally, we note in your press release filed
today and attached to the amended Schedule TO and 13E-3 that the
company reiterated that its offer expires today at 5 p.m.   In
light of this new information, which appears to be a material change
to the offer, Wells should extend the offer at least an additional five
business days from the date it disseminates these material
changes, as required by Rule 13e-3(d), 13e-4(d)(2) and 13e-4(e)(3).

Respond to our comment today.  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