MALIZIA SPIDI & FISCH, PC
                                ATTORNEYS AT LAW

1100 NEW YORK AVENUE, N.W.                            1900 SOUTH ATHERTON STREET
SUITE 340 WEST                                 STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C.  20005                                           (814) 272-3502
(202) 434-4660                                         FACSIMILE: (814) 272-3514
FACSIMILE: (202) 434-4661

JOHN J. SPIDI                                        WRITER'S DIRECT DIAL NUMBER
SPIDI@MALIZIALAW.COM                                              (202) 434-4670


VIA EDGAR
---------

January 18, 2005

Abby Adams, Esq.
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 5th Street, N.W.
Washington,  D.C.  20549

         Re:      Wells Financial Corp.
                  Amendment No. 11 to Schedule 13E-3
                  SEC File No. 5-45455
                  ----------------------------------

Dear Ms. Adams:

     Transmitted  with this letter for filing with the  Commission  on behalf of
the above- referenced registrant is a manually executed copy of Amendment No. 11
to the registrant's Schedule 13E-3.

     On behalf of Wells Financial Corp.  (the  "Company"),  we hereby submit the
following response to your comment letter dated January 7, 2005, with respect to
the  above-referenced  filing.  We have keyed our  responses to the captions and
paragraph numbering used in your comment letter.

     1.  We wish  to  advise  you  supplementally  that  the  Company  plans  to
disseminate  the  Information  Statement  to its  shareholders  at least 30 days
before the purchase of any of the Company's securities subject to the Rule 13e-3
transaction in accordance with General Instruction D.4. of Schedule 13E-3.

     2.  Please  see  the  revised  disclosure  beginning  on  page  28  of  the
Information  Statement  under the caption  "Opinion of  Financial  Advisor"  and
Exhibit I.



MALIZIA SPIDI & FISCH, PC

Abby Adams, Esq.
Special Counsel
January 18, 2005
Page 2


     3. Please see the  revised  disclosure  on pages  20-22 of the  Information
Statement  under the caption  "Benefits  and  Detriments  of the  Reverse  Stock
Split."

     4. Please see the revised  disclosure on pages 26 and 27 of the Information
Statement under the subcaption "The Board Received a Fairness Opinion."

     Please call me or Joan  Guilfoyle,  Esq. of this office at (202)  434-4677,
with any additional  comments or questions.  Thank you for your prompt attention
to this matter.

                                     Sincerely,

                                     /s/ John J. Spidi

                                     John J. Spidi



cc:      Mr. Lonnie Trasamar, President and CEO