EXHIBIT 4(hh)


                        RESTATED CERTIFICATE OF TRUST OF
                            WELLS FARGO CAPITAL III

          THIS Restated Certificate of Trust of Wells Fargo Capital III (the
"Trust"), dated as of November 20, 1996, is being duly executed and filed by the
undersigned, as trustee, to restate the original Certificate of Trust of the
Trust, which was filed on October 30, 1996, with the Secretary of State of the
State of Delaware under the Delaware Business Trust Act (12 Del. C. (S) 3801, et
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seq.).
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          The Certificate of Trust is hereby restated in its entirety to read as
follows:

          1.   Name.  The name of the business trust is Wells Fargo Capital III.
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          2.   Delaware Trustee.  The name and business address of the trustee
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of the Trust with a principal place of business in the State of Delaware are
First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801.

          3.   Effective Date.  This Restated Certificate of Trust shall be
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effective upon filing with the Secretary of State of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned, being a trustee of the Trust, has
executed this Restated Certificate of Trust as of the date first above written.


                              FIRST CHICAGO DELAWARE INC.,
                              not in its individual capacity,
                              but solely as trustee
 

                              By: /s/ Steven M. Wagner
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                                  Name: Steven M. Wager
                                  Title: Vice President