Exhibit 5(a)
             Opinion of Brobeck, Phleger & Harrison
     with respect to the validity of the Offered Securities


                          June 22, 1995





Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

        Re:    Wells Fargo & Company Registration Statement
               on Form S-3 filed with the Securities and
               Exchange Commission on June 22, 1995

Ladies and Gentlemen:

                  In connection with the registration by you
pursuant to the above referenced Registration Statement under the
Securities Act of 1933, as amended, of debt securities, preferred
stock, common stock and capital securities (together the "Offered
Securities") with an aggregate public offering price of
$2,062,750,000, we advise you that, in our opinion, when the
Offered Securities have been issued and sold as contemplated by
the above Registration Statement and upon the receipt of the
requisite consideration therefor, the Offered Securities will be
valid and legally binding obligations of Wells Fargo & Company
and, if applicable, fully paid and nonassessable.

                  We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference
to this firm under the caption of "Legal Opinions" therein.


                                  Very truly yours,

                                  /s/ BROBECK, PHLEGER & HARRISON


                                  BROBECK, PHLEGER & HARRISON