<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

     For the year ended December 31, 1996        Commission file number 1-6214

                         -------------------------------

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

               Delaware                                No. 13-2553920
          (State of incorporation)                     (I.R.S. Employer
                                                       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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>

                                                                           Name of Each Exchange
Title of Each Class                                                         on Which Registered
------------------                                                         -----------------------
<S>                                                                        <C>

Common Stock, par value $5                                                 New York Stock Exchange
                                                                           Pacific Stock Exchange
Adjustable Rate Cumulative Preferred Stock, Series B                       New York Stock Exchange
8 7/8% Preferred Stock, Series D                                           New York Stock Exchange
9% Preferred Stock, Series G                                               New York Stock Exchange
</TABLE>

         Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months and (2) has been subject 
to such filing requirements for the past 90 days.     Yes   x    No      
                                                          -----     -----

          Indicate by check mark whether disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is contained herein, or will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.                   Yes   x    No
                                                          -----     -----

          As of February 14, 1997 (the latest practicable date), 90,869,162
shares of common stock were outstanding.  On the same date, the aggregate market
value of common stock held by nonaffiliates was approximately $28,366 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1996 Annual Report to Shareholders - Incorporated into Parts I,
II and IV.
Portions of the Proxy Statement for the 1997 Annual Meeting of Shareholders -
Incorporated into Part III.
<PAGE>

                         FORM 10-K CROSS-REFERENCE INDEX

<TABLE>
<CAPTION>

                                                                                       Page
                                                                --------------------------------------------
                                                                FORM        Annual                 Proxy
                                                                10-K        Report (1)             Statement (2)
                                                                ----        ------                 ---------
<S>                                                             <C>         <C>                    <C> 

                                       PART I
Item 1. Business
         Description of Business                                  2-5        6-76                  --
         Statistical Disclosure:
           Distribution of Assets, Liabilities and
             Stockholders' Equity; Interest Rates
             and Interest Differential                            6          12-15                 --
           Investment Portfolio                                   7          17-18, 41-42, 47-48   --
           Loan Portfolio                                         7-11       19-24, 42-43, 48-51   --
           Summary of Loan Loss Experience                        11-13      24-25, 43, 50         --
           Deposits                                               13         14-15, 26, 53         --
           Return on Equity and Assets                            --         6-7                   --
           Short-Term Borrowings                                  14         53                    --
Item 2. Properties                                                14         --                    --
Item 3. Legal Proceedings                                         --         68                    --
Item 4. Submission of Matters to a Vote of Security-
         Holders (in fourth quarter 1996) (3)                     --         --                    --
        Executive Officers of the Registrant                      15         --                    --

                                       PART II

Item 5. Market for Registrant's Common Equity and
         Related Stockholder Matters                              16         36, 46                --
Item 6. Selected Financial Data                                   --         8                     --
Item 7. Management's Discussion and Analysis of Finan-
         cial Condition and Results of Operations                 --         6-36                  --
Item 8. Financial Statements and Supplementary Data               --         37-76                 --
Item 9. Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure (3)               --         --                    --

                                       PART III

Item 10. Directors and Executive Officers of the
           Registrant                                             15         --                    8-11
Item 11. Executive Compensation                                   --         --                    4-5, 12-17
Item 12. Security Ownership of Certain Beneficial
           Owners and Management                                  --         --                    6-7
Item 13. Certain Relationships and Related Transactions           --         --                    20-22

                                       PART IV

Item 14. Exhibits, Financial Statement Schedules and
           Reports on Form 8-K                                    16-18      37-76                 --

SIGNATURES                                                        19-20      --                    --
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The 1996 Annual Report to Shareholders, portions of which are incorporated
     by reference into this Form 10-K.
(2)  The Proxy Statement dated March 11, 1997 for the 1997 Annual Meeting of
     Shareholders, portions of which are incorporated by reference into this
     Form 10-K.
(3)  None.
<PAGE>

DESCRIPTION OF BUSINESS

GENERAL

          Wells Fargo & Company (Parent) is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended.  Based on assets as of
December 31, 1996, it was the eighth largest bank holding company in the United
States.  Its principal subsidiary is Wells Fargo Bank, N.A. (Bank), the fifth
largest bank in the U.S.  Wells Fargo & Company and its subsidiaries are
hereinafter referred to as the Company.

THE BANK

          HISTORY AND GROWTH

          The Bank is the successor to the banking portion of the business
founded by Henry Wells and William G. Fargo in 1852.  That business later
operated the westernmost leg of the Pony Express and ran stagecoach lines in the
western part of the United States.  The California banking business was
separated from the express business in 1905 and was merged in 1960 with American
Trust Company, another of the oldest banks in the Western United States. The
Bank became Wells Fargo Bank, N.A., a national banking association, in 1968.
Its head office is located in San Francisco, California.

          In 1986, the Company acquired from Midland Bank plc all the common
stock of Crocker National Corporation, a bank holding company whose principal
subsidiary was Crocker National Bank, the 17th largest bank in the U.S. at the
time.  In 1988, the Company acquired Barclays Bank of California with assets of
$1.3 billion.

          In 1990 and 1991, the Company completed the two-phase purchase of the
130-branch California network of Great American Bank (GA), a Federal Savings
Bank.  The Company acquired assets with a GA book value of $5.8 billion.

          Also during 1990, the Company completed the acquisition of four
California banking companies with combined assets of $1.9 billion:  Valley
National Bank of Glendale, Central Pacific Corporation of Bakersfield, the
Torrey Pines Group of Solana Beach and Citizens Holdings and its two banking
subsidiaries in Orange County.

          On April 1, 1996, the Company completed its acquisition (Merger) of
First Interstate Bancorp (First Interstate). The Company acquired assets with a
First Interstate book value of approximately $55 billion.  The purchase price
was approximately $11.3 billion.  The Merger was accounted for as a purchase
transaction.  Accordingly, the results of operations and assets/liabilities of
First Interstate are included with those of the Company for periods subsequent
to the date of the Merger (i.e., the financial information for periods prior to
April 1, 1996 included in this 10-K exclude First Interstate). The Merger is
discussed in the 1996 Annual Report to Shareholders.
<PAGE>

          For further information, see the Line of Business Results section of
the 1996 Annual Report to Shareholders.

          The following table shows selected information for the Bank:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------
                                                                                           December 31,
                                                ------------------------------------------------------
(dollars in billions)                              1996       1995        1994        1993        1992
------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>         <C>         <C>         <C>

Investment securities                             $12.3      $ 8.5       $11.2       $12.7       $ 9.0
Loans                                             $61.5      $34.6       $35.7       $32.4       $36.0
Assets                                            $98.7      $48.6       $51.9       $50.7       $50.7
Deposits                                          $75.9      $39.0       $42.4       $42.4       $43.1
Staff (active, full-time equivalent)             34,948     18,129      19,117      19,324      21,102
Retail outlets (all domestic)                     1,816        974         634         624         626

------------------------------------------------------------------------------------------------------
</TABLE>

OTHER BANK SUBSIDIARIES

          In 1995, the Company formed Wells Fargo Bank (Arizona), N.A., a
national bank subsidiary, to operate the Company's credit card business.  The
Company also has a majority ownership interest in the Wells Fargo HSBC Trade
Bank, N.A. established in 1995 that provides trade financing, letters of credit
and collection services.

          On April 1, 1996, the California bank of First Interstate merged into
the Bank. In June 1996, the Company merged former First Interstate bank
subsidiaries in six states (Idaho, Nevada, New Mexico, Oregon, Utah and
Washington) into the Bank. In September 1996, Wells Fargo Bank of Arizona, N.A.
(formerly First Interstate Bank of Arizona, N.A.) merged into the Bank.  Each of
these states has opted-in early under the interstate branching provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (Riegle-Neal
Act).  In addition, the Company completed the sales of the First Interstate 
banks in Wyoming, Montana and Alaska in the fourth quarter of 1996. Each bank 
had three branches.  The three banks had aggregate assets of approximately 
$.6 billion and aggregate deposits of approximately $.5 billion. Banks in the 
other states retained by the Company are expected to merge into the Bank as soon
as permitted by applicable state laws (i.e., Colorado in June 1997; Texas not 
earlier than September 1999).

NONBANK SUBSIDIARIES

          The Company has wholly-owned subsidiaries that provide various
banking-related services.  In the aggregate, these subsidiaries are not material
to the Company's assets or net income.
<PAGE>

COMPETITION

          The Company competes for deposits, loans and other banking services in
its principal geographic market in the Western United States, as well as in
selected national markets as opportunities arise.  The banking business is
highly competitive and has become increasingly so in recent years; the industry
continues to consolidate and strong, unregulated competitors have entered core
banking markets with focused products targeted at highly profitable customer
segments. These unregulated competitors, such as investment companies,
specialized lenders and multinational financial services companies, compete
across geographic boundaries and provide customers increasing access to
meaningful alternatives to banking services in nearly all significant products.
These competitive trends are likely to continue.

          Within the banking industry, ongoing consolidation has increased
pressure on the Company from its most significant competitor in California, Bank
of America, the third largest bank holding company in the United States based on
assets as of December 31, 1996. Moreover, federal and state legislation adopted
in recent years has increased competition by allowing banking organizations from
other parts of the country to enter the Company's core geographic market (see
"Supervision and Regulation" for further discussion of such legislation and the
competitive environment in which the Company operates).

          Among commercial banks, the Bank is presently the second largest
holder of customer deposits in California.  There is no meaningful measure of
overall market share within the broadly defined financial services industry.

MONETARY POLICY

          The earnings of the Company are affected not only by general economic
conditions, but also by the policies of various governmental regulatory
authorities in the U.S. and abroad. In particular, the Federal Reserve System
exerts a substantial influence on interest rates and credit conditions,
primarily through open market operations in U.S. Government securities, varying
the discount rate on member bank borrowings and setting reserve requirements
against deposits. Federal Reserve monetary policies have had a significant
effect on the operating results of financial institutions in the past and are
expected to continue to do so in the future.

SUPERVISION AND REGULATION

          Under the Bank Holding Company Act, the Company is required to file
reports of its operations with the Board of Governors of the Federal Reserve
System and is subject to examination by it.  Further, the Act restricts the
activities in which the Company may engage and the nature of any company in
which the Parent may own more than 5% of any class of the voting shares.
Generally, permissible activities are limited to banking, the business of
managing and controlling banks, and activities so closely related to banking as
determined by the Board of Governors to be proper incidents thereto.

          Under the Act, the acquisition of substantially all of the assets of
any domestic bank or savings association or the ownership or control of more
than 5% of its voting shares by a
<PAGE>

bank holding company is subject to prior approval by the Board of Governors.
Under the Riegle-Neal Act, bank holding companies which are
adequately capitalized and adequately managed are now permitted to make
interstate acquisitions of banks without regard to state law restrictions.
Effective June 1, 1997, or earlier if authorized by state legislation, the
merger of commonly owned banks in different states will also be permitted,
except in states which have passed legislation to prohibit such mergers.  The
statute will also permit banks to establish branches outside their home state in
states which pass legislation to permit such interstate branching.

          The Bank is subject to certain restrictions under the Federal Reserve
Act, including restrictions on the terms of transactions between the Bank and
its affiliates and on any extension of credit to its affiliates.  Dividends
payable by the Bank to the Parent without the express approval of the Office of
the Comptroller of the Currency are limited by a formula.  For more information
regarding restrictions on loans and dividends by the Bank to its affiliates, see
Note 3 to the Financial Statements in the 1996 Annual Report to Shareholders.

          There are various requirements and restrictions in the laws of the
U.S. and California affecting the Bank and its operations, including
restrictions on the amount of its loans and the nature and amount of its
investments, its activities as an underwriter of securities, its opening of
branches and its acquisition of other banks or savings associations.  The Bank,
as a national bank, is subject to regulation and examination by the Office of
the Comptroller of the Currency, the Board of Governors of the Federal Reserve
System and the FDIC.

          Major regulatory changes affecting the Bank, banking and the financial
services industry in general have occurred in the last several years and can be
expected to occur increasingly in the future.  Federal banking legislation since
1980 has deregulated interest rate ceilings on deposits at banks and thrift
institutions and has increased the types of accounts that can be offered.
Generally, federal banking legislation has narrowed the functional distinctions
among financial institutions.  The consumer and commercial banking powers of
thrift institutions have expanded, and state-chartered banks are authorized to
engage in all activities which are permissible for national banks and in certain
cases may, with approval of the FDIC, engage in activities, such as insurance
underwriting, which are not authorized for national banks.

          Non-depository institutions can be expected to increase the extent to
which they act as financial intermediaries, particularly in the area of consumer
credit services.  Large institutional users and sources of credit may also
increase the extent to which they interact directly, meeting business credit
needs outside the banking system.  Furthermore, the geographic constraints on
portions of the financial services industry can be expected to continue to
erode.

          These changes create significant opportunities for the Company, as
well as the financial services industry, to compete in financial markets on a
less-regulated basis.  They also suggest that the Company and, particularly, the
Bank will face new and major competitors in geographic and product markets in
which their operations historically have been protected by banking laws and
regulations.
<PAGE>

ANALYSIS OF CHANGES IN NET INTEREST INCOME

          The following table allocates the changes in net interest income on a
taxable-equivalent basis to changes in either average balances or average rates
for both interest-earning assets and interest-bearing liabilities.  Because of
the numerous simultaneous volume and rate changes during any period, it is not
possible to precisely allocate such changes between volume and rate.  For this
table, changes that are not solely due to either volume or rate are allocated to
these categories in proportion to the percentage changes in average volume and
average rate.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Year ended December 31,
                                                       -------------------------------------------------------------------------
                                                                           1996 OVER 1995                         1995 Over 1994
                                                       ----------------------------------       --------------------------------
(in millions)                                          VOLUME        RATE        TOTAL           Volume        Rate        Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>            <C>             <C>           <C>         <C>

Increase (decrease) in interest income:
  Federal funds sold and securities
    purchased under resale agreements                 $   25        $  --        $   25           $  (6)       $  3       $  (3)
  Investment securities:
    At fair value:
       U.S. Treasury Securities                          114           (3)          111              19          (1)         18
       Securities of U.S. government agencies
          and corporations                               344           10           354              (8)         (4)        (12)
       Private collateralized mortgage obligations       101            2           103             (10)          1          (9)
       Other securities                                   33          (16)           17               1           4           5
    At cost (1):
       U.S. Treasury securities                          (61)          --           (61)            (54)          2         (52)
       Securities of U.S. government agencies
          and corporations                              (269)          --          (269)            (89)          1         (88)
       Private collateralized mortgage obligations       (66)          --           (66)             (7)          2          (5)
       Other securities                                  (10)          --           (10)              1           1           2
  Mortgage loans held for sale                           (76)          --           (76)             76          --          76
  Loans:
    Commercial                                           728          (80)          648             149          52         201
    Real estate 1-4 family first mortgage                277            4           281            (190)         41        (149)
    Other real estate mortgage                           319          (16)          303              (2)         67          65
    Real estate construction                              99            3           102              16           9          25
    Consumer:
       Real estate 1-4 family junior lien mortgage       223           17           240              (3)         29          26
       Credit card                                       209          (27)          182             131           5         136
       Other revolving credit and monthly payment        473          (29)          444              39          24          63
    Lease financing                                       94           (6)           88              21           1          22
    Foreign                                                8           --             8              --          --          --
  Other                                                   23            1            24              --          --          --
                                                       -----       ------         -----            ----        ----        ----
    Total increase (decrease) in interest income       2,588         (140)        2,448              84         237         321
                                                       -----       ------         -----            ----        ----        ----

Increase (decrease) in interest expense:
  Deposits:
    Interest-bearing checking                              3           11            14              (7)          1          (6)
    Market rate and other savings                        367            5           372             (84)         47         (37)
    Savings certificates                                 315          (27)          288              49          74         123
    Other time deposits                                   --            3             3               6          (4)          2
    Deposits in foreign offices                          (76)         (12)          (88)             48          13          61
  Federal funds purchased and securities
    sold under repurchase agreements                     (88)         (19)         (107)             63          37         100
  Commercial paper and other short-term borrowings        (8)          (8)          (16)             17           5          22
  Senior debt                                             38           (9)           29             (18)         23           5
  Subordinated debt                                       64            6            70              (3)          9           6
  Guaranteed preferred beneficial interests
    in Company's subordinated debentures                   6           --             6              --          --          --
                                                       -----       ------         -----            ----        ----        ----
    Total increase (decrease) in interest expense        621          (50)          571              71         205         276
                                                       -----       ------         -----            ----        ----        ----


Increase (decrease) in net interest income
  on a taxable-equivalent basis                       $1,967        $ (90)       $1,877           $  13        $ 32       $  45
                                                       -----       ------         -----           -----        ----       -----
                                                       -----       ------         -----           -----        ----       -----
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As investment securities at cost were reclassified to the at-fair-value
     portfolio on November 30, 1995, the decrease in net interest income for
     1996 over 1995 was entirely due to volume.
<PAGE>

     INVESTMENT SECURITIES

               At December 31, 1996, there were no investment securities issued
     by a single issuer (excluding the U.S. government and its agencies and
     corporations) that exceeded 10% of stockholders' equity.

     LOAN PORTFOLIO

               The following table presents the remaining contractual principal
     maturities of selected loan categories at December 31, 1996 and a summary
     of the major categories of loans outstanding at the end of the last five
     years.  At December 31, 1996, the Company did not have loan concentrations
     that exceeded 10% of total loans, except as shown below.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------

                                                                                                       DECEMBER 31, 1996
                                     -----------------------------------------------------------------------------------
                                                               OVER ONE YEAR
                                                          THROUGH FIVE YEARS              OVER FIVE YEARS
                                                          ------------------        ---------------------
                                                                    FLOATING                     FLOATING
                                                                          OR                           OR
                                     ONE YEAR           FIXED     ADJUSTABLE         FIXED     ADJUSTABLE
(in millions)                         OR LESS            RATE           RATE          RATE           RATE          TOTAL
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>          <C>              <C>         <C>              <C>

Selected loan maturities:
  Commercial                         $10,343         $  789        $ 6,439          $  371         $1,573        $19,515
  Real estate 1-4 family first
     mortgage (1)                      1,761            302            123           5,802          2,437         10,425
  Other real estate mortgage           1,827          1,592          3,885           2,139          2,417         11,860
  Real estate construction             1,162             87            829              86            139          2,303
  Foreign                                 81             --             70              --             18            169
                                      ------          -----         ------           -----         ------         ------
        Total selected loan
          maturities                 $15,174         $2,770        $11,346          $8,398         $6,584         44,272
                                      ------          -----         ------           -----         ------         ------
                                      ------          -----         ------           -----         ------         ------

Other loan categories:
  Real estate 1-4 family
     junior lien mortgage                                                                                          6,278
  Credit card                                                                                                      5,462
  Other revolving credit and
     monthly payment                                                                                               8,374
                                                                                                                 -------
        Total consumer                                                                                            20,114


  Lease financing                                                                                                  3,003
                                                                                                                 -------

        Total loans                                                                                              $67,389
                                                                                                                 -------
                                                                                                                 -------

                                                                               DECEMBER 31,
                                    ------------------------------------------------------
                                         1995           1994           1993           1992
------------------------------------------------------------------------------------------
Selected loan maturities:
  Commercial                        $ 9,750         $ 8,162       $ 6,912          $ 8,214
  Real estate 1-4 family first
     mortgage (1)                     4,448           9,050         7,458            6,836
  Other real estate mortgage          8,263           8,079         8,286           10,128
  Real estate construction            1,366           1,013         1,110            1,600
  Foreign                                31              27            18                5
                                     ------          ------        ------           ------
        Total selected loan
          maturities                 23,858          26,331        23,784           26,783
                                     ------          ------        ------           ------

Other loan categories:
  Real estate 1-4 family
     junior lien mortgage             3,358           3,332         3,583            4,157
  Credit card                         4,001           3,125         2,600            2,807
  Other revolving credit and
     monthly payment                  2,576           2,229         1,920            1,979
                                     ------          ------        ------           ------
        Total consumer                9,935           8,686         8,103            8,943

  Lease financing                     1,789           1,330         1,212            1,177
                                     ------          ------        ------           ------
        Total loans                 $35,582         $36,347       $33,099          $36,903
                                     ------          ------        ------           ------
                                     ------          ------        ------           ------
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes approximately $1 billion of fixed-initial-rate mortgage (FIRM)
     loans in the over 5 year fixed rate category.  FIRM loans carry fixed rates
     during the first 3, 5, 7 or 10 years (based on the period selected by the
     borrower) of the loan term and carry adjustable rates thereafter.
<PAGE>

UNDERWRITING POLICIES AND PRACTICES

          It is the policy of the Company to grant credit in accordance with the
principles of sound risk management and the Company's business strategy. The
Company obtains and analyzes sufficient information to ensure that the purpose
of a credit extension is lawful and productive and that the borrower is able to
repay as scheduled. Credit is structured in a manner consistent with such
supporting analysis and is monitored to detect changes in quality. The Company's
credit policies establish the fundamental credit principles which guide the
Company in granting loans, leases, lines of credit, standby and commercial
letters of credit, acceptances and commitments ("direct credit") to customers on
an unsecured, partially secured or fully secured basis. The credit product line
for both businesses and individuals includes standardized products as well as
customized, individual accommodations. In addition, the Company provides
products and services which could become direct credit exposure unless such
products are offered on a "cash only" basis. These include: automated clearing
house services, controlled disbursement, wire services, foreign exchange
services, interest rate protection products, Federal fund lines to banks, cash
letters and deposit accounts which create exposure by allowing use of funds
advanced/uncollected funds ("operating credit"). Standardized documentation and
underwriting and a study of the requirements of the secondary market are an
explicit consideration in credit product development.

          The Company requires some degree of background check into character
and credit history of all its credit customers. Extensions of credit must be
supported by current financial information on the borrower (and guarantor) which
is appropriate to the size and type of credit being offered; such information
can denote any material which serves to inform the Company about the financial
health of its credit customers. An accompanying credit analysis includes, at a
minimum, an evaluation of the customer's financial strength and probability of
repayment, with due consideration given to the negative factors which may affect
the borrower's ability to meet repayment schedules. Collateral is valued in
accordance with Company appraisal standards and, where applicable, appraisal
regulations issued under FIRREA and other applicable law. For commercial real
estate transactions, the recommending officer reviews and evaluates the key
assumptions supporting the appraised value.

     In addition to a broad range of laws and regulations and the Company's
credit policies, the Company has established minimum underwriting standards
which delineate criteria for sources of repayment, financial strength and
enhancements such as guarantees. The primary source of repayment will be
recurring cash flow of the borrower or cash flow from the real estate project
being financed. Underwriting standards include: minimum financial condition and
cash flow hurdles for unsecured credit; maximum loan to collateral value ratios
for secured products; minimum cash flow coverage of debt service, or debt to
income ratios, for term products; minimum liquidity and maximum financial
leverage requirements when lending to highly leveraged borrowers; and, for
certain products, a description of any credit scoring criteria and methodology
employed. Prudent credit practice will permit credit extensions which are an
exception to the minimum underwriting standards; procedures for approval of
exceptions are included in Company policy; and certain exceptions are reported
to the Board of Directors.
<PAGE>

          Generally, the Company's minimum underwriting standards for commercial
real estate include various maximum loan-to-value ("LTV") ratios ranging from
50% to 80% depending on the type of collateral and the size and purpose of the
loan; minimum debt service (stabilized net income divided by debt service cost)
ranging from 1.10 to 1.30 depending on the type of property financed; and
maximum terms ranging from 2 to 15 years for certain commercial property loans
depending on the same loan/collateral characteristics. For example, a typical
owner-occupied commercial real estate loan would most often have a maximum LTV
of 80%, debt service coverage of 1.25 and a term of 4 to 15 years. For community
reinvestment projects, the Company applies special underwriting criteria to its
financing of construction of affordable multi-family housing in California built
by non-profit as well as for-profit developers.

          The Company has devoted a limited portion of its commercial real
estate portfolio to higher-risk loans, for which a commensurate return is
expected. Such transactions include purchases of performing or distressed real
estate loans at a discount, acquisition of rated and unrated tranches of
commercial mortgage obligations, loan acquisition financing, mezzanine financing
and origination of single assets for securitization. Many of the higher-yielding
transactions may contain non-recourse provisions. In general, this business is
more "opportunistic" in nature, as opposed to representing a highly defined
lending program. As such, higher LTVs (up to 90% or 95%) will be underwritten on
occasion, particularly in the case of junior and senior participating debt.

          Generally, commercial loan categories include unsecured loans and
lines of credit with minimum debt service coverage (earnings before interest,
taxes, depreciation and amortization divided by debt service cost) of 1.50 or
higher depending on the specific credit analysis. Common forms of collateral
pledged to secure commercial credit accommodations include accounts receivable,
inventories, equipment, agricultural crops or livestock, marketable securities
and cash or cash equivalent. Most transactions have minimum debt service
requirements of 1.50, maximum terms of 1 to 7 years and/or LTVs in the range of
65% to 85%, based on an analysis of the collateral pledged.  Wells Fargo HSBC
Trade Bank, which provides trade financing, letters of credit, foreign exchange
services and collection services, generally uses the same underwriting
guidelines as the Company has established for its commercial lending functions.

          The Company also allocates a small percentage of its commercial loan
portfolio to the origination of asset-based loans secured by "hard assets"
(accounts receivable, inventory, equipment and/or real estate). In contrast to
traditional commercial lending, asset-based borrowers generally do not have the
ability to repay their debts through cash flow; therefore, such loans are fully
secured and tailored to the growth and turnover of the borrower's self-
liquidating asset base. Maximum LTVs are generally in the range of 65% to 85%,
with specialized collateral monitoring and control procedures in place to
mitigate risk exposure.

     The Company has devoted a focused product group to providing a full range
of credit products to small businesses with annual sales of up to $10 million
and in which the owner of the business is also the principal financial decision
maker.  Credit products include
<PAGE>

lines of credit, receivables and inventory financing, equipment loans and
leases, real estate financing and SBA financing.  The group utilizes automated
credit decision methods, in conjunction with more traditional credit analysis in
some cases, to approve or decline requests for credit. An evaluation of the
soundness and desirability of collateral, if any, is also required before an
extension of credit will be made. Loan-to-value, debt service coverage and
maximum loan term underwriting guidelines employed are, in general, similar to
those described earlier for commercial and commercial real estate loan products.

          The Company is an active participant in the national transportation
finance market, underwriting primarily consumer leases, sales finance contracts,
direct (branch-originated) loans and indirect auto, marine, and recreational
vehicles by employing a business strategy which emanated from a seasoned
California practice. Most applicants for these credit products are assigned a
credit score which is indicative of their relative probability of repayment. The
credit scoring models are validated as to their predictive power on a periodic
basis. The lending group includes in its credit decisioning criteria other
judgmental factors, such as advance rate and debt to income ratio, which are
used to augment this credit score. However, all credit decisions made contrary
to an established cut-off score must be supported and documented by a credit
officer with the appropriate approval authority.

          In a similar fashion, the Company offers credit cards and consumer
loans and lines of credit on a national basis, although the majority of the
customer base resides in California. The credit review process includes initial
screens to ensure that applicants meet minimum age and income level requirements
for the product requested. Fraud screens are also completed. Credit bureau
reports are used to calculate the debt-to-income ratios and credit scores on
which an evaluation of creditworthiness is based. If accepted by the credit
score, applicants with major derogatory bureau information, minimal credit
references or high debt ratios are reviewed by an analyst for possible
overrides, with income verification and/or collateral verification required for
certain products and loan amounts.

          The Company offers first mortgage loan products to customers through
two joint ventures.  Wells Resource Mortgage Services, a joint venture with
Norwest Mortgage, Inc., offers such products to primarily California customers,
while Wells Resource Real Estate Services, a joint venture with PHH Mortgage
Services, offers these products to customers in the Western United States, other
than California. The loan products offered through these entities are
underwritten and funded by the joint venture partners (i.e., Norwest Mortgage,
Inc. and PHH Mortgage Services), who package the loans for sale in the secondary
mortgage markets.  A limited number of these loans are purchased by the Company,
typically for community lending purposes or other client accommodations.  The
Company continues to provide second mortgage loans and lines of credit secured
by first and second deeds of trust directly to its customers. The Company relies
on cash flow as the primary source of repayment for these equity products. The
nature of the credit review which is conducted depends on the product, but
typically consists of an evaluation of the applicant's debt ratios and credit
history, either judgmentally or using a credit score, along with a review of the
collateral. Maximum combined LTVs will range from 50% to 100% depending on the
nature, amount and term of the loan.
<PAGE>


     The above underwriting practices are general standards that are subject to
change; the actual terms and conditions of a specific credit transaction are
dependent on an analysis of the specific transaction.


CHANGES IN THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Year ended December 31,
                                                        -----------------------------------------------------------------------
 (in millions)                                              1996           1995           1994            1993            1992
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>            <C>            <C>

BALANCE, BEGINNING OF YEAR                                $1,794         $2,082         $2,122         $2,067         $1,646

Allowance of First Interstate                                770             --             --             --             --

Sale of former First Interstate banks                        (11)            --             --             --             --

Provision for loan losses                                    105             --            200            550          1,215

Loan charge-offs:
  Commercial                                                (140)           (55)           (54)          (110)          (238)
  Real estate 1-4 family first mortgage                      (18)           (13)           (18)           (25)           (17)
  Other real estate mortgage                                 (40)           (52)           (66)          (197)          (290)
  Real estate construction                                   (13)           (10)           (19)           (68)           (93)
  Consumer:
     Real estate 1-4 family junior lien mortgage             (28)           (16)           (24)           (28)           (28)
     Credit card                                            (404)          (208)          (138)          (177)          (189)
     Other revolving credit and monthly payment             (186)           (53)           (36)           (41)           (41)
                                                          ------         ------         ------         ------         ------
       Total consumer                                       (618)          (277)          (198)          (246)          (258)
  Lease financing                                            (31)           (15)           (14)           (18)           (19)
                                                          ------         ------         ------         ------         ------
         Total loan charge-offs                             (860)          (422)          (369)          (664)          (915)
                                                          ------         ------         ------         ------         ------

Loan recoveries:
  Commercial                                                  54             38             37             71             59
  Real estate 1-4 family first mortgage                        8              3              6              2              2
  Other real estate mortgage                                  47             53             22             47              9
  Real estate construction                                    11              1             15              4              3
  Consumer:
     Real estate 1-4 family junior lien mortgage               9              3              4              3              1
     Credit card                                              36             13             18             21             21
     Other revolving credit and monthly payment               47             12             11             12             12
                                                          ------         ------         ------         ------         ------
       Total consumer                                         92             28             33             36             34
  Lease financing                                              8             11             16              9              9
  Foreign                                                     --             --             --             --              1
                                                          ------         ------         ------         ------         ------
         Total loan recoveries                               220            134            129            169            117
                                                          ------         ------         ------         ------         ------
            Total net loan charge-offs                      (640)          (288)          (240)          (495)          (798)
Recoveries on the sale or swap of developing
  country loans                                               --             --             --             --              4
                                                          ------         ------         ------         ------         ------
BALANCE, END OF YEAR                                      $2,018         $1,794         $2,082         $2,122         $2,067
                                                          ------         ------         ------         ------         ------
                                                          ------         ------         ------         ------         ------
Total net loan charge-offs as a percentage of
  average total loans                                       1.05%           .83%           .70%          1.44%          1.97%
                                                          ------         ------         ------         ------         ------
                                                          ------         ------         ------         ------         ------

Allowance as a percentage of total loans                    3.00%          5.04%          5.73%          6.41%          5.60%
                                                          ------         ------         ------         ------         ------
                                                          ------         ------         ------         ------         ------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

          The Securities and Exchange Commission requires the Company to present
the ratio of the allowance for loan losses to total nonaccrual loans.  This
ratio was 283% and 333% at December 31, 1996 and 1995, respectively.  This ratio
may fluctuate significantly from period to period due to such factors as the mix
of loan types in the portfolio, the prospects of borrowers and the value and
marketability of collateral as well as, for the nonaccrual portfolio taken as a
whole, wide variances from period to period in terms of delinquency and
relationship of book to contractual principal balance. Classification of a loan
as nonaccrual does not necessarily indicate that the principal of a loan is
uncollectible in whole or in part.  Consequently, the ratio of the allowance for
loan losses to nonaccrual loans, taken alone and without taking into account
numerous additional factors, is not a reliable indicator of the adequacy of the
allowance for loan losses.  Indicators of the credit quality of the Company's
loan portfolio and the method of determining the allowance for loan losses are
discussed in the 1996 Annual Report to Shareholders.

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

          The table on the following page provides a breakdown of the allowance
for loan losses by loan category.  The Company has an established process to
determine the adequacy of the allowance for loan losses which assesses the risk
and losses inherent in its portfolio.  This process provides an allowance
consisting of two components, allocated and unallocated.  To arrive at the
allocated component of the allowance, the Company combines estimates of the
allowances needed for loans analyzed individually (including impaired loans
subject to FAS 114) and loans analyzed on a pool basis.  While coverage of one
year's losses is often adequate (particularly for homogeneous pools of loans),
the time period covered by the allowance may vary by portfolio, based on the
Company's best estimate of the inherent losses in the entire portfolio as of the
evaluation date.  The Company has deemed it prudent, when reviewing the overall
allowance, to maintain a total allowance in excess of projected losses.  To
mitigate the imprecision inherent in most estimates of expected credit losses,
the allocated component of the allowance is supplemented by an unallocated
component.  The unallocated component includes management's judgmental
determination of the amounts necessary for concentrations, economic
uncertainties and other subjective factors; correspondingly, the relationship of
the unallocated component to the total allowance for loan losses may fluctuate
from period to period.  Although management has allocated a portion of the
allowance to specific loan categories, the adequacy of the allowance must be
considered in its entirety.
<PAGE>

<TABLE>
<CAPTION>

                                           ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        December 31,
-----------------------------------------------------------------------------------------------------------------------------------
(in millions)                                 1996(1)            1995                 1994                1993               1992
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                 <C>                  <C>                <C>

Commercial                                  $  277             $  148               $  109              $  152             $  373
Real estate 1-4 family first mortgage           29                 46                   41                  39                 37
Other real estate mortgage                     232                165                  212                 357                589
Real estate construction                        40                 49                   45                  92                181
Consumer:
     Credit card  (2)                          401                332                   87                  96                107
     Other consumer                            206                 87                   70                  87                 58
                                          --------            -------              -------             -------            -------
       Total consumer                          607                419                  157                 183                165
Lease financing                                 33                 28                   21                  19                 17
Foreign                                          2                 --                   --                  --                 --
                                          --------            -------              -------             -------            -------
       Total allocated                       1,220                855                  585                 842              1,362
Unallocated component of
     the allowance (3)                         798                939                1,497               1,280                705
                                          --------            -------              -------             -------            -------
       Total                                $2,018             $1,794               $2,082              $2,122             $2,067
                                          --------            -------              -------             -------            -------
                                          --------            -------              -------             -------            -------
                                        
<CAPTION>

                                                                                                                        December 31,
                                 --------------------------------------------------------------------------------------------------
                                        1996                 1995                 1994               1993                1992
                                 --------------------------------------------------------------------------------------------------
                                  ALLOC.     LOAN      Alloc.     Loan      Alloc.    Loan     Alloc.     Loan     Alloc.     Loan
                                  ALLOW.    CATGRY     allow.    catgry     allow.   catgry    allow.    catgry    allow.    catgry
                                   AS %      AS %       as %      as %       as %     as %      as %      as %      as %      as %
                                 OF LOAN   OF TOTAL   of loan   of total   of loan  of total   of loan  of total   of loan  of total
                                  CATGRY     LOANS     catgry     loans     catgry    loans    catgry     loans    catgry    loans
                                  ------     -----     ------     -----     ------    -----    ------     -----    ------    -----
<S>                              <C>       <C>        <C>       <C>        <C>       <C>       <C>      <C>        <C>       <C>

Commercial                         1.42%       30%      1.52%       27%      1.34%      22%     2.20%       21%     4.54%       22%
Real estate 1-4 family first
 mortgage                           .28        15       1.03        13        .45       25       .52        23       .54        19
Other real estate mortgage         1.96        18       2.00        23       2.62       22      4.31        25      5.82        27
Real estate construction           1.74         3       3.59         4       4.44        3      8.29         3     11.31         4
Consumer:
     Credit card (2)               7.34         8       8.30        11       2.78        9      3.69         8      3.81         8
     Other consumer                1.41        22       1.47        17       1.26       15      1.58        16       .95        17
                                             ----                 ----                 ---                 ---                 ---
        Total consumer             3.02        30       4.22        28       1.81       24      2.26        24      1.85        25
Lease financing                    1.10         4       1.57         5       1.58        4      1.57         4      1.44         3
Foreign                            1.18        --         --        --         --       --        --        --        --        --
                                             ----                 ----                 ---                 ---                 ---
        Total allocated            1.81       100%      2.40       100%      1.61      100%     2.54       100%     3.69       100%
Unallocated component of
     the allowance (3)             1.19                 2.64                 4.12               3.87                1.91
                                   ----                 ----                 ----               ----                ----
        Total                      3.00%                5.04%                5.73%              6.41%               5.60%
                                   ----                 ----                 ----               ----                ----
                                   ----                 ----                 ----               ----                ----
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In 1996, the methods used for the allocation of the allowance for loan
     losses for all loan categories were modified.  For example, the
     modification of the method for determining the allocation for real estate
     1-4 family first mortgage loans (and "other consumer" loans) generally
     reduced the number of months of projected losses covered compared with the
     method used in prior years.  The new methodology provided approximately 13
     months coverage of projected loan losses for the real estate 1-4 family
     first mortgage loans in 1996, compared with approximately 40 months
     coverage in 1995.
(2)  The allocation for credit card loans in 1996 and 1995 approximated 12
     months of projected losses, compared with 7 months in 1992 to 1994.
(3)  This amount and any unabsorbed portion of the allocated allowance are also
     available for any of the above listed loan categories.



     DEPOSITS

               At December 31, 1996, the contractual principal maturities of
     domestic time certificates of deposit and other time deposits issued in
     amounts of $100,000 or more were as follows (based on time remaining until
     maturity):  $1,636 million maturing in 3 months or less; $819 million over
     3 through 6 months; $684 million over 6 through 12 months and $356 million
     over 12 months.
<PAGE>

SHORT-TERM BORROWINGS

          The following table shows selected information for short-term
borrowings:

-------------------------------------------------------------------------------
                                                         Year ended December 31,
                                        ---------------------------------------
(in millions)                               1996           1995            1994
-------------------------------------------------------------------------------

FEDERAL FUNDS PURCHASED AND
  SECURITIES SOLD UNDER
  REPURCHASE AGREEMENTS (1)
Average amount outstanding                 $1,769         $3,401         $2,223
Daily average rate                           5.22%          5.84%          4.45%
Highest month-end balance                  $3,048         $5,468         $3,887
Year-end balance                           $2,029         $2,781         $3,022
Weighted average rate on
  outstandings at year end                   5.04%          5.43%          5.24%
--------------------------------------------------------------------------------
(1)  These borrowings generally mature in less than 30 days.

PROPERTIES

          The Company occupied 1,444 premises, consisting of traditional
branches and administrative buildings, in 10 western states as of December 31,
1996.  On that date, 783 premises were owned, 629 premises were leased and 32
premises were owned in part and leased in part.  The leases are generally for
terms not exceeding 25 years.

          The Company owns its 12-story headquarters building in San Francisco,
California and four data processing and operation centers totaling approximately
1,100,000 square feet in California, Arizona and Nevada.  The Company is also a
joint venture partner in two office buildings in downtown Los Angeles, of which
approximately 500,000 square feet is occupied by administrative staff and
100,000 square feet is sublet.  In addition, the Company leases approximately
3,100,000 square feet of office space for data processing support and various
administrative departments in major locations in California, Texas, Arizona and
Oregon.

          At December 31, 1996, the Company had 1,947 retail outlets, comprised
of 1,274 traditional branches, 298 supermarket branches and 375 banking centers,
in 10 western states. In 1996, the Company and Safeway Inc. signed an agreement
in principle that would allow the Company to open as many as 450 new retail
outlets (banking centers and branches) in Safeway stores in the Western United
States.
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

                                                            Date from
    Name                      Office held                   which held       Age
---------------          ----------------------            ------------      ---

Paul Hazen               Chairman of the Board and          January 1995      55
                          Chief Executive Officer
William F. Zuendt        President and Chief                January 1995      50
                          Operating Officer
Michael J. Gillfillan    Vice Chairman and                  January 1992      48
                          Chief Credit Officer
Rodney L. Jacobs         Vice Chairman and Chief            January 1990      56
                          Financial Officer
Terri A. Dial            Vice Chairman                      March 1996        47
Charles M. Johnson       Vice Chairman                      January 1992      55
Clyde W. Ostler          Vice Chairman                      January 1990      50
Paul M. Watson           Vice Chairman                      March 1996        57
Leslie L. Altick         Executive Vice President and       July 1995         46
                          Director of Investor Relations
Patricia R. Callahan     Executive Vice President           March 1993        43
                          and Personnel Director
Ross J. Kari             Executive Vice President           January 1995      38
                          and General Auditor
Frank A. Moeslein        Executive Vice President           May 1990          53
                          and Controller
Guy Rounsaville, Jr.     Executive Vice President,          March 1985        53
                          Chief Counsel and
                          Secretary
Eric D. Shand            Executive Vice President and       July 1995         44
                          Chief Loan Examiner

     The principal occupation of each of the executive officers during the past
five years has been in the position reported above or in other positions as an
officer with the Company, except for Eric D. Shand, who has been with the
Company since 1993; prior to that, he was San Francisco Regional Director of the
Office of Thrift Supervision.

     There is no family relationship among the above officers.  All executive
officers serve at the pleasure of the Board of Directors.
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

     During the fourth quarter of 1996, the Company, through subsidiary trusts,
sold in private placements a total of $750 million in three series of capital 
securities ("Capital Securities"). On November 20, 1996, Wells Fargo Capital 
A sold 300,000 8.13% Capital Securities to Morgan Stanley & Co. Incorporated, 
Bear, Stearns & Co. Inc., CS First Boston Corporation and Lehman Brothers 
Inc. (collectively, the "Capital A Initial Purchasers") at an aggregate 
offering price of $300 million. On November 21, 1996, Wells Fargo Capital B 
sold 200,000 7.95% Capital Securities to Morgan Stanley & Co. Incorporated, 
CS First Boston Corporation and Salomon Brothers Inc. (collectively, the 
"Capital B Initial Purchasers") at an aggregate offering price of $200 million.
On November 25, 1996, Wells Fargo Capital C sold 250,000 7.73% Capital 
Securities to Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and 
UBS Securities LLC (collectively, the "Capital C Initial Purchasers") at an 
aggregate offering price of $250 million. As compensation, the Capital A 
Initial Purchasers, Capital B Initial Purchasers and Capital C Initial 
Purchasers received in the aggregate $3.0 million, $2.0 million and 
$2.4 million, respectively. The Capital Securities were sold by the Initial 
Purchasers to qualified institutional buyers. The sales were exempt from 
registration in reliance on Rule 144A of the Securities Act of 1933, as 
amended.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements, Schedules and Exhibits:

     (1)  The consolidated financial statements and related notes, the
          independent auditors' report thereon and supplementary data that
          appear on pages 37 through 76 of the 1996 Annual Report to
          Shareholders are incorporated herein by reference.

     (2)  Financial Statement Schedules:

          All schedules are omitted, because the conditions requiring their
          filing do not exist.

     (3)  Exhibits:

          Exhibit
          number                             Description
          ------                             -----------

           2        Agreement and Plan of Merger, dated as of January 23, 1996,
                    by and between Wells Fargo & Company and First Interstate
                    Bancorp, as amended as of February 23, 1996, excluding all
                    annexes and schedules, incorporated by reference to Appendix
                    A to the Joint Proxy Statement of Wells Fargo & Company and
                    First Interstate Bancorp and the Prospectus of Wells Fargo &
                    Company dated February 27, 1996.  The omitted annexes and
                    schedules will be furnished supplementally to the Securities
                    and Exchange Commission upon request.

           3(a)     Restated Certificate of Incorporation, incorporated by
                    reference to Exhibit 3(a) of Form 10-K filed March 21, 1994
            (b)     Certificate of the Voting Powers, Designation,
                    Preferences and Relative, Participating, Optional or Other
                    Special Rights, and the Qualifications, Limitations or
                    Restrictions Thereof, Which Have Not Been Set Forth in the
                    Certificate of Incorporation or in any Amendment Thereto, of
                    the Adjustable Rate Cumulative Preferred Stock, Series B,
                    incorporated by reference to Exhibit 3(c) of Form 10-K filed
                    March 21, 1994
            (c)     Form of Certificate of the Voting Powers, Designation, 
                    Preferences and Relative, Participating, Optional or Other 
                    Special Rights, and the Qualifications, Limitations or 
                    Restrictions Thereof, Which Have Not Been Set Forth in the 
                    Certificate of Incorporation or in any Amendment Thereto, of
                    the 9% Preferred Stock, Series G, incorporated by reference
                    to Exhibit 99.18 to Form S-4 (Registration Statement 
                    No. 33-64575), effective February 27, 1996
            (d)     Certificate of the Voting Powers, Designation, Preferences
                    and Relative, Participating, Optional or Other Special
                    Rights, and the Qualifications, Limitations or Restrictions
                    Thereof, Which Have Not Been Set Forth in the Certificate of
                    Incorporation or in any Amendment Thereto, of the 
                    Fixed/Adjustable Rate Noncumulative Preferred Stock, 
                    Series H, incorporated by reference to Exhibit 4(a) of 
                    Form 8-K/A filed September 23, 1996
            (e)     By-Laws

           4(a)     The Company hereby agrees to furnish upon request to the
                    Commission a copy of each instrument defining the rights of
                    holders of senior and subordinated debt of the Company.
<PAGE>

          Exhibit
          number                             Description
          ------                             -----------

            (b)     Deposit Agreement dated as of May 29, 1992, between First 
                    Interstate Bancorp and First Interstate Bank of 
                    California, as depository, relating to the 9% Preferred 
                    Stock, Series G, incorporated by reference to Exhibit 4.4 
                    to Form S-3 (Registration Statement No. 33-47174), 
                    effective May 15, 1992

          10(a)     Benefits Restoration Program, as amended through April 18,
                    1995, incorporated by reference to Exhibit 10(a) of Form 10-
                    K for the year ended December 31, 1995
            (b)     Deferral Plan for Directors, as amended through November 19,
                    1991, incorporated by reference to Exhibit 10(b) of Form 10-
                    K for the year ended December 31, 1991, SEC File 
                    No. 1-6214
            (c)     1990 Director Option Plan, as amended through November 19,
                    1991, incorporated by reference to Exhibit 10(c) of Form 10-
                    K for the year ended December 31, 1991, SEC File          
                    No. 1-6214
            (d)     1987 Director Option Plan, as amended through February 
                    21, 1995, incorporated by reference to Exhibit A to the 
                    Company's Proxy Statement filed March 10, 1995
            (e)     Director Retirement Plan, incorporated by reference to
                    Exhibit 10(e) of Form 10-K for the year ended December 31,
                    1993
            (f)     1990 Equity Incentive Plan, incorporated by reference to
                    Exhibit 10(f) of Form 10-K for the year ended December 31,
                    1995
            (g)     1982 Equity Incentive Plan, as amended through November 15,
                    1988, incorporated by reference to Exhibit 10(g) of Form 10-
                    K for the year ended December 31, 1993
            (h)     Executive Incentive Pay Plan, incorporated by reference to
                    Exhibit 10(h) of Form 10-K for the year ended December 31,
                    1995
            (i)     Executive Loan Plan, incorporated by reference to Exhibit
                    10(i) of Form 10-K for the year ended December 31, 1994
            (j)     Long-Term Incentive Plan, incorporated by reference to
                    Exhibit A of the Proxy Statement filed March 14, 1994

<PAGE>

          Exhibit
          number                             Description
          ------                             -----------

           10(k)    Senior Executive Performance Plan, incorporated by reference
                    to Exhibit B of the Proxy Statement filed March 14, 1994

           11       Computation of Earnings Per Common Share

           12(a)    Computation of Ratios of Earnings to Fixed Charges -- the
                    ratios of earnings to fixed charges, including interest on
                    deposits, were 1.93, 2.19, 2.20, 1.90 and 1.33 for the years
                    ended December 31, 1996, 1995, 1994, 1993 and 1992,
                    respectively.  The ratios of earnings to fixed charges,
                    excluding interest on deposits, were 4.64, 4.56, 5.04, 4.53
                    and 2.56 for the years ended December 31, 1996, 1995, 1994,
                    1993 and 1992, respectively.
             (b)    Computation of Ratios of Earnings to Fixed Charges and
                    Preferred Dividends -- the ratios of earnings to fixed
                    charges and preferred dividends, including interest on
                    deposits, were 1.82, 2.09, 2.07, 1.77 and 1.26 for the years
                    ended December 31, 1996, 1995, 1994, 1993 and 1992,
                    respectively. The ratios of earnings to fixed charges and
                    preferred dividends, excluding interest on deposits, were
                    3.78, 3.99, 4.18, 3.51 and 2.02 for the years ended December
                    31, 1996, 1995, 1994, 1993 and 1992, respectively.

           13       1996 Annual Report to Shareholders -- only those sections of
                    the Annual Report to Shareholders referenced in the index on
                    page 1 are incorporated in the Form 10-K.

           21       Subsidiaries of the Registrant -- Wells Fargo & Company's
                    only significant subsidiary, as defined, is Wells Fargo
                    Bank, N.A.

           23       Consent of Independent Accountants

           27       Financial Data Schedule

(b)  The Company filed the following reports on Form 8-K during the fourth
     quarter of 1996 and through the date hereof in 1997:

     (1)  October 15, 1996 under Item 5, containing the Press Release that
          announced the Company's financial results for the quarter ended
          September 30, 1996

     (2)  November 15, 1996 under Item 7, containing the unaudited pro forma
          combined financial information of the Company and First Interstate
          Bancorp for the nine months ended September 30, 1996 and the year
          ended December 31, 1995

     (3)  January 21, 1997 under Item 5, containing the Press Release that
          announced the Company's financial results for the quarter and year
          ended December 31, 1996
<PAGE>

                            STATUS OF PRIOR DOCUMENTS

     The Wells Fargo & Company Annual Report on Form 10-K for the year ended
December 31, 1996, at the time of filing with the Securities and Exchange
Commission, shall modify and supersede all documents prior to January 1, 1997 
filed pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 
1934 for purposes of any offers or sales of any securities after the date of 
such filing pursuant to any Registration Statement or Prospectus filed pursuant
to the Securities Act of 1933 which incorporates by reference such Annual Report
on Form 10-K.

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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 March 14, 1997.

                                   WELLS FARGO & COMPANY

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

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 14, 1997:

       Signature                       Capacity               
       ---------                       --------               

  PAUL HAZEN                  Chairman of the Board and       
------------------------       Chief Executive Officer
 (Paul Hazen)                  (Principal Executive Officer)

  RODNEY L. JACOBS            Vice Chairman and Chief         
------------------------       Financial Officer (Principal
 (Rodney L. Jacobs)            Financial Officer)

  FRANK A. MOESLEIN           Executive Vice President and    
------------------------       Controller (Principal
 (Frank A. Moeslein)           Accounting Officer)

  H. JESSE ARNELLE            Director                        
------------------------      
 (H. Jesse Arnelle)

  MICHAEL R. BOWLIN           Director                        
------------------------
 (Michael R. Bowlin)

  EDWARD M. CARSON            Director                        
------------------------
 (Edward M. Carson)

  WILLIAM S. DAVILA           Director                        
------------------------
 (William S. Davila)

  RAYBURN S. DEZEMBER         Director                        
------------------------
 (Rayburn S. Dezember)

  MYRON DU BAIN               Director                        
------------------------      
 (Myron Du Bain)

  DON C. FRISBEE              Director                        
------------------------      
 (Don C. Frisbee)

                              Director                        
------------------------
 (Robert K. Jaedicke)

  THOMAS L. LEE               Director                        
------------------------
 (Thomas L. Lee)
<PAGE>

       Signature                       Capacity               
       ---------                       --------               

                              Director                        
------------------------
 (William F. Miller)

  ELLEN M. NEWMAN             Director                        
------------------------
 (Ellen M. Newman)

  PHILIP J. QUIGLEY           Director                        
------------------------
 (Philip J. Quigley)

                              Director                        
------------------------
 (Carl E. Reichardt)

                              Director                        
------------------------
 (Donald B. Rice)

  RICHARD J. STEGEMEIER       Director                        
------------------------
 (Richard J. Stegemeier)

                              Director                        
------------------------
 (Susan G. Swenson)

  DANIEL M. TELLEP            Director                        
------------------------
 (Daniel M. Tellep)

  CHANG-LIN TIEN              Director                        
------------------------
 (Chang-Lin Tien)

  JOHN A. YOUNG               Director                        
------------------------
 (John A. Young)

  WILLIAM F. ZUENDT           Director                        
------------------------
 (William F. Zuendt)