WELLS FARGO & CO
8-K, 1997-07-09
NATIONAL COMMERCIAL BANKS
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                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                       FORM 8-K

                                    CURRENT REPORT


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


           Date of Report (date of earliest event reported):  July 9, 1997



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


          Delaware                  1-6214                No. 13-2553920
(State or other jurisdiction   (Commission File            (IRS Employer
       of incorporation)             Number)            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


                                    Not applicable
            (Former name or former address, if changed since last report)


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Item 5:  OTHER EVENTS

         Attached hereto as Exhibit 99 is a Press Release announcing that Wells
         Fargo & Company's second quarter 1997 earnings will not meet analysts'
         expectations.

Item 7:  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits

              99   Copy of the Press Release announcing that Wells Fargo &
                   Company's second quarter earnings will not meet analysts'
                   expectations.







                                      SIGNATURE

Pursuant to the requirements 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 July 9, 1997.



                                  WELLS FARGO & COMPANY



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


<PAGE>

                                     [LETTERHEAD]

FOR IMMEDIATE RELEASE
5:00 a.m. Pacific Time                                 Kim Kellogg
Wed., July 9, 1997                                ----------------------------


Exhibit 99
- ----------


WELLS FARGO & CO. PROVIDES OUTLOOK FOR 
SECOND QUARTER EARNINGS


     Wells Fargo & Company (NYSE: WFC) today announced that its second quarter
1997 earnings will not meet analysts' expectations.  Wells Fargo estimates that
earnings will be approximately 30 percent below first quarter 1997 earnings, or
approximately $1 per share below the analysts' consensus of $3.53 per share, as
reported by Zacks Investment Research.

     The Company attributed the shortfall to one-time, unexpected expenses
resulting from the resolution of various operational and back-office issues
related to the First Interstate integration, including clearing accounts with
other banks.

     These statements about estimated results are preliminary and are based on
currently available information and management assumptions.  The Company will
release its second quarter earnings next Tuesday, July 15, at which time more
details about the quarter's results will be available.


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