SecProbe.io

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                            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
---------

October 13, 2004

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.
                  Schedule TO and 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  are  manually  executed copies of Amendment
No. 1 to the  registrant's  Tender  Offer  Statement on Schedule TO and Schedule
13E-3 Transaction Statement.

         On behalf of Wells Financial Corp.  (the  "Company"),  we hereby submit
the  following  responses to your comment  letter  dated  October 7, 2004,  with
respect to the  above-referenced  filings.  We have keyed our  responses  to the
captions and paragraph numbering used in your comment letter.

Schedule 13E-3
--------------

          1.   In  accordance  with your  comment,  Item 6(c) of Schedule TO has
               been amended to add the  incorporation  by reference in paragraph
               7,  "Special  Factors - 6.  Effects of the  Offer,"  wherein  the
               information  required by Instruction 2 to Item 1013 of Regulation
               M-A is required. Please see the disclosure on pages 19 through 21
               under the  caption  "Special  Factors - 6.  Effects of the Offer"
               wherein the Company has disclosed the benefits and  detriments of
               the offer to the Company and its  stockholders and has quantified
               such discussion to the extent practicable. For

<PAGE>

MALIZIA SPIDI & FISCH, PC

Abby Adams, Esq.
Special Counsel
October 13, 2004
Page 2

               example,  in the third full  paragraph on page 20 of the Offer to
               Purchase,  the Company has quantified the cost of maintaining its
               status as a public company to be approximately $440,000 per year.
               One benefit of the offer, if the Company is able to deregister as
               a result of the offer,  will be the  elimination of such expense.
               Additional benefits to the Company and its stockholders,  as well
               as the  detriments of the offer,  are also  disclosed  throughout
               this section of the Offer to Purchase.

          2.   The Company has this day filed an  amendment  to its  Schedule TO
               and Schedule  13E-3 with the  Commission  on EDGAR which  include
               responses to the staff's  comments.  The Company believes this is
               adequate and prompt dissemination of the revised information. The
               new information occasioned by the staff's comments is immediately
               available to all  stockholders of the Company via the Internet on
               the Commission's  website. We are aware of similar  circumstances
               where the staff has concurred with this method of  dissemination.
               In addition,  it appears that Rule 13e- 4(e)(3)(iv)  requires the
               offer to remain open for an  additional  20 business days only in
               the case of a registered  securities offering wherein the initial
               prospectus was materially deficient. The Company's offer is not a
               registered  securities  offer but rather an offer to purchase for
               all  cash  and a  prospectus  was not  utilized.  Therefore,  the
               Company  does not  believe it is  required to keep the offer open
               for  20  business  days  after   dissemination   of  the  revised
               information. In addition, the Company is not required to keep the
               offer  open for any  additional  period  as there  has not been a
               material  change  in the  terms of the offer as set forth in Rule
               13e- 4(f)(1)(ii) .

Offer to Purchase
-----------------

Cover Page
----------

          3.   We have added the legend required by Rule 13e-3(e)(1)(iii) to the
               amended Schedule TO pursuant to your comment.

Summary
-------

          4.   We have made the requested change to "Item 1. Summary Term Sheet"
               of Amendment No. 1 to the Schedule TO filed herewith.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Abby Adams, Esq.
Special Counsel
October 13, 2004
Page 3

Background of the Offer, page 7
-------------------------------

          5.   We have  revised the Offer to Purchase to indicate  that the June
               15, 2004  analysis  presented to the Board  related to a possible
               reverse stock split rather than to an issuer tender offer.  Since
               such analysis did not materially relate to the transaction, we do
               not believe it is required to be filed as an exhibit.  We wish to
               advise  the staff  supplementally  that,  to the  Company's  best
               knowledge,   there  are  no  additional   reports,   opinions  or
               appraisals of the kind required to be disclosed and summarized by
               Item 1015 of Regulation M-A. Please note that Capital  Resources'
               final  valuation  analysis  dated  September  21, 2004,  has been
               summarized on pages 9 and 10 and pages 12 through 14 of the Offer
               to Purchase and was filed with the  Commission as Exhibit  (c)(2)
               to the  Schedule TO. As is  summarized  on page 8 of the Offer to
               Purchase,  the Board of Directors did receive  presentations from
               the  Company's   Minnesota   counsel  and  independent   auditors
               regarding the Company's status as a public company, the legal and
               accounting  requirements  of the Sarbanes-  Oxley Act of 2002 and
               the various legal  consequences and alternatives to deregistering
               the  Company's  stock  from  the  Nasdaq  Stock  Market  and  the
               reporting  requirements  of the  Exchange  Act. We do not believe
               these  presentations,  which are fully summarized in the Offer to
               Purchase,  are  reports,  opinions or  appraisals  required to be
               filed as exhibits to the Schedule  13E-3 pursuant to Item 1016(c)
               of  Regulation  M-A as  they  do  not  materially  relate  to the
               consideration  or the fairness of the offer to the Company or its
               stockholders.  Rather,  these presentations  discuss mainly legal
               and  accounting  requirements  imposed  on  the  Company  by  the
               Exchange  Act and the  alternative  procedures  and  methods  for
               terminating such requirements.

          6.   Please see the revised  disclosure  under the  caption  "Schedule
               13e-3,  Item 8(b).  Fairness of Transaction"  wherein  additional
               disclosure has been added  concerning the non-public  information
               furnished to the Company's  financial advisor.  We wish to advise
               the staff supplementally that the "loan schedules, non-performing
               assets,  investment securities,  deposit and borrowing schedules"
               referred to in item (v) on page 15 of the Offer to  Purchase,  as
               referenced  in  your  comment,   consist  of  publicly  available
               information  derived from the Company's  Thrift  Financial Report
               filed  with  the  Office  of  Thrift  Supervision  ("OTS").  Such
               information,  which is also routinely  disclosed in the Company's
               periodic  reports filed with the Commission,  is available to the
               public on the OTS website at www.ots.treas.gov. Consequently, the
                                            -----------------
               only non-public information furnished to the Company's

<PAGE>

MALIZIA SPIDI & FISCH, PC

Abby Adams, Esq.
Special Counsel
October 13, 2004
Page 4

               financial  advisor  was the  Company's  business  plan and budget
               which  contained  the  financial   projections   disclosed  under
               "Special Factors -- 4. Fairness Opinion of Financial  Advisor" on
               pages 14 through 18 of the Offer to Purchase and in the Valuation
               Analysis dated September 21, 2004, filed as Exhibit (c)(2) to the
               Schedule TO. In  particular,  we wish to direct your attention to
               the  disclosure on pages 17 and 18 of the Offer to Purchase under
               the subcaption "Discounted Cash Flow and Terminal Value Analysis"
               and to Table 3 in the Valuation Analysis where all the non-public
               financial   forecasts  and   projections   furnished  to  Capital
               Resources are disclosed. In both places, disclosure has been made
               regarding the  assumptions  for growth in net income and dividend
               rates,  price to  earnings  multiples,  rates of return,  trading
               prices and  present and  terminal  values of the  foregoing.  The
               Company does not generally make these  forecasts and  projections
               public.

          7.   Please  see the  revised  disclosure  to  Amendment  No. 1 to the
               Schedule  TO  under  the  caption   "Item  6.   Purposes  of  the
               Transaction and Plans or Proposals."

Purposes of and Reasons for the Offer, page 10
----------------------------------------------

          8.   Please  see the third full  paragraph  on page 20 of the Offer to
               Purchase under the caption  "Special Factors -- 6. Effects of the
               Offer."  wherein the Company  estimates that  deregistering  from
               reporting  under the Exchange Act and listing on the Nasdaq Stock
               Market will save it approximately  $440,000 per year as result of
               reduced legal fees,  accounting fees, transfer agent fees, Nasdaq
               listing fees and expenses  associated with communicating with its
               stockholders.   We   believe   that  this   disclosure   is  more
               appropriately  included  in the  section of the Offer to Purchase
               that covers the effects the offer will have on the Company.

          9.   We  believe  that the  potential  for  proration  in the offer is
               adequately  disclosed  both in the  Summary  Term Sheet  (page 2,
               second question) and throughout the body of the Offer to Purchase
               (pages  24,  26,  28,  29,  35,  36 and  37).  In  addition,  the
               disclosure  in the  second  paragraph  on page 11 of the Offer to
               Purchase  states  that  stockholders,  who because of the size of
               their  holdings  may not be able to  sell  their  shares  without
               disruption  to  the  share  price,   will  be  provided  with  an
               opportunity  to obtain  liquidity  with  respect to their  shares
               without potential  disruption to the share price.  Moreover,  the
               disclosure   regarding   avoiding  the  usual  transaction  costs
               associated with a market sale is accurate even in the event

<PAGE>

MALIZIA SPIDI & FISCH, PC

Abby Adams, Esq.
Special Counsel
October 13, 2004
Page 5

               of  significant  proration.  The referenced  disclosure  makes no
               representation,   and  does  not  imply,   however,   that  large
               stockholders will be fully cashed-out in the offer.

Fairness of the Offer, page 12
------------------------------

          10.  Please  see the  revised  disclosure  in  "Item  8.  Fairness  of
               Transaction"  in Amendment No. 1 to the Schedule 13E-3 wherein we
               have revised the second  paragraph  under  "Special  Factors - 3.
               Fairness  of the  Offer"  to  clarify  that  the  factors  listed
               thereunder are all of the factors taken into account by the Board
               of  Directors in support of its  determination  that the offer is
               fair and in the best interests of stockholders.

          11.  Please see the revised disclosure on page 5 of Amendment No. 1 to
               the Schedule TO under the caption  "Special Factors - 3. Fairness
               of the Offer"  wherein the  disclosure  regarding the factors has
               been augmented in accordance with your comment.

          12.  Wells Federal Bank, fsb (the "Bank") is a wholly-owned subsidiary
               of the Company and is not an  "offeror,"  "third party bidder" or
               "other person"  required to be included as a filing person on the
               Company's  Schedule TO. General  Instruction  K(1) of Schedule TO
               defines an offeror as "any person who makes a tender  offer or on
               whose behalf a tender offer is made." Rule 13e-4(a)(2) defines an
               "issuer  tender  offer" as a "tender  offer for .... any class of
               equity  security,  made by the  issuer  of such  class of  equity
               security or by an  affiliate  of such  issuer." In our case,  the
               tender  offer is being  made by the  Company,  not the Bank or on
               behalf of the Bank, and it is being self-financed by the Company.
               We are aware of  numerous  similar  transactions  filed  with the
               Commission under exactly the same or similar  circumstances where
               subsidiaries of bank and thrift holding companies were not deemed
               "filing  persons" by the  Commission.  In addition,  wholly-owned
               subsidiaries  of  issuers  are  not  defined  by  Rule  13e-4  or
               Regulation  14D as  "offerors"  or "third party  bidders." In the
               Company's  tender  offer,  the  Bank  is a  functioning  business
               subsidiary  that was not created as an acquisition  subsidiary or
               otherwise to facilitate the tender offer in any way. In fact, the
               Bank has been in existence as a functioning  business since 1934.
               While the funds to  complete  the  acquisition  of the  Company's
               stock were  derived  from the  repayment to the Company of a loan
               from the Company to the Bank, it was not necessary for

<PAGE>

MALIZIA SPIDI & FISCH, PC

Abby Adams, Esq.
Special Counsel
October 13, 2004
Page 6

               the Bank or any other party "to obtain  financing" for the tender
               offer, as a current asset of the Company,  a loan receivable from
               the Bank,  was used.  Because the Company  owns 100% of the Bank,
               this is merely an intra-company  transfer of Company funds within
               a consolidated entity (for financial reporting and tax purposes),
               and should not be considered separate,  third-party  financing of
               the tender offer. While there is substantial  overlap between the
               management  and directors of the Bank an