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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 25, 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.
2 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 20, 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.   The Company will comply with Rule  13e-3(f)(2) and Rule 13e-4(d)(2) in
          disseminating  the new disclosure  occasioned by the staff's comments.
          The Company has prepared,  and has this day filed with the Commission,
          a Supplement to its Offer to Purchase (the "Supplement") which will be
          used to disseminate the revised disclosure to all of its stockholders.
          The  Supplement  will be mailed  to all  stockholders  of the  Company
          immediately upon  confirmation by you that the staff of the Commission
          has  no  further  comments  on  the  Company's  revised  tender  offer

<PAGE>

MALIZIA SPIDI & FISCH, PC

         Abby Adams, Esq.
         Special Counsel
         October 25, 2004
         Page 2

               materials.  It is  the  Company's  belief  that  this  method  of
               dissemination  will meet the prompt  disclosure  requirements  of
               Rule 13e-3 and Rule 13e-4.

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

          2.   In accordance with your comment,  we have filed the Reverse Stock
               Split Valuation  Analysis of Capital  Resources,  Inc. dated June
               15, 2004.  Please see Exhibit  (c)(3) to  Amendment  No. 3 to the
               Schedule TO and Schedule 13E-3 filed herewith.  A revised summary
               of this analysis is also included in the  Supplement to be mailed
               to  all  stockholders  of  the  Company.  In  addition,   in  the
               Supplement we have revised the  discussion  of the  presentations
               made by the Company's Minnesota counsel on page 8 of the Offer to
               Purchase.  Please see the Supplement  filed as Exhibit (a)(10) to
               Amendment No. 3 to the Schedule TO and Schedule 13E-3. We wish to
               advise you  supplementally  that the written  presentation by the
               Company's independent auditors referred to on page 8 of the Offer
               to Purchase  was not a  presentation  specific to the Company but
               rather a generic  presentation  made to "clients  and friends" of
               the auditing company.

          3.   Please see the  revised  disclosure  under the  caption  "Special
               Factors  - 4.  Fairness  Opinion  of  Financial  Advisor"  in the
               Supplement  filed as Exhibit  (a)(10) to  Amendment  No. 3 to the
               Schedule TO and Schedule 13E-3.

          4.   Please see the  revised  disclosure  under the  caption  "Special
               Factors  - 2.  Purposes  of and  Reasons  for the  Offer"  in the
               Supplement made in response to this comment.

          5.   Please see the  revised  disclosure  under the  caption  "Special
               Factors - 6.  Effects of the Offer"  wherein we have  broken down
               each category of expected cost savings pursuant to your comment.

          6.   Please see the revised  disclosure  under the captions  "Summary"
               and "Special  Factors - 2. Purposes of and Reasons for the Offer"
               in the Supplement  wherein  additional  disclosure has been added
               per your comment.

          7.   We  respectfully  disagree with the conclusion that Wells Federal
               Bank,  fsb, the Company's  wholly-owned  subsidiary (the "Bank"),
               "is an  affiliate  engaged  in a  Rule  13e-3  transaction"  and,
               therefore,  should be required to file a Schedule  13E-3. A "Rule
               13e-3"  transaction is any  transaction or series of transactions
               involving

<PAGE>
MALIZIA SPIDI & FISCH, PC

         Abby Adams, Esq.
         Special Counsel
         October 25, 2004
         Page 3

               one or more of the transactions  described in paragraph (a)(3)(i)
               of Rule  13e-3  which has  either a  reasonable  likelihood  or a
               purpose of producing,  either directly or indirectly,  any of the
               effects  described in (a)(3)(ii) of Rule 13e-3. The definition of
               a Rule  13e-3  transaction  consists  of three  elements:  (i) an
               issuer or an affiliate of such  issuer;  (ii)  engaging in one or
               more of certain specified transactions; (iii) having a purpose or
               reasonable  likelihood  of  resulting  in one or  more  specified
               effects.   Please  see  "II.  The  Definition  of  a  Rule  13e-3
               Transaction"  in  Exchange  Act  Release  No.  17719  (April  20,
               1981)(the "Release").  The "specified  transactions" set forth in
               Rule 13e-3(a)(3)(i), as also described in Note 11 of the Release,
               are "(a) a purchase of any equity  security made by the issuer of
               such  security or by an affiliate  of such  issuer;  (b) a tender
               offer for or  request  or  invitation  for  tenders of any equity
               security  by the  issuer  of such  class of  securities  or by an
               affiliate  of  such  issuer;  or (c) a  solicitation  subject  to
               Regulation 14A of any proxy,  consent or  authorization  of, or a
               distribution subject to Regulation 14C of information  statements
               to,  any  equity  security  holder by the  issuer of the class of
               securities or by an affiliate of such issuer, in connection with:
               a  merger,  consolidation,  reclassification,   recapitalization,
               reorganization or similar  corporate  transaction of an issuer or
               between an issuer  (or its  subsidiaries)  and its  affiliate..."
               First,  the Bank is not engaged in a "transaction"  or "series of
               transactions" as described in Rule  13e-3(a)(3)(i).  The Bank has
               repaid a loan made by the Company to the Bank. This  transaction,
               by   itself,   is  not  a   transaction   described   under  Rule
               13e-3(a)(3)(i). The loan made by the Company to the Bank was made
               prior to the Company initiating a tender offer and the loan would
               require repayment to Company,  regardless of the Company's tender
               offer.  The Bank's  repayment of the loan is the only transaction
               engaged in by the Bank that could be remotely associated with the
               Company's tender offer.  However,  a remote  association alone is
               not sufficient to fulfill the  requirements of being engaged in a
               Rule 13e-3 transaction under Rule  13e-3(a)(3)(i).  Second, it is
               the Company, not the Bank, that is engaged in the "purchase of an
               equity  security,"  and it is the Company  making a "tender offer
               for or  request  or  invitation  for  tenders of . . ." an equity
               security as described under in Rule13e-3(a)(3)(i).  7.ab As such,
               the Bank is not,  directly or indirectly,  making "a tender offer
               or request or  invitation  for tenders." The source of funds used
               by the Company does not in and of itself determine that the Bank,
               as an  affiliate  of the  Company,  is  engaged  in a Rule  13e-3
               transaction.  The loan was  called by the  Company  and under the
               terms of the loan the Bank was  obligated to repay the loan.  The
               use of the funds was the  determination  of the Company,  not the
               Bank. With respect to third party tender offers under  Regulation
               14D, case law has  established  that the term  "bidder"  includes
               controlling  shareholders  "on whose

<PAGE>
MALIZIA SPIDI & FISCH, PC

         Abby Adams, Esq.
         Special Counsel
         October 25, 2004
         Page 4

               behalf"  a  corporate  bidder  acts.  The  defined  term does not
               include (1) majority  shareholders  without evidence of financial
               participation,  or (2)  commercial  lenders  that solely  provide
               funds to finance a tender offer.1 Applying this line of reasoning
               to our facts  demonstrates that the source of the funds used by a
               person or entity  engaged in a particular  transaction is not the
               determining  factor of whether the  provider of the funds is also
               engaged in the  transaction.2  The key  question  is whether  the
               person or entity in question  is playing a central  participatory
               role in a tender  offer.3  The Bank has no central  participatory
               role  in the  Company's  tender  offer.  Third,  the  Bank is not
               engaged in a  "purchase"  of any equity  security as that term is
               defined  under  Rule  13e-3(a)(2).  While the Bank  clearly is an
               "affiliate"  of  the  Company,  it is not  engaged  in any of the
               specified  transactions set forth in Rule  13e-3(a)(3)(i) in that
               it is not purchasing any equity  security of the Company,  it has
               not made a tender  offer for any equity  security  of the Company
               and it is not engaged in any solicitation of proxies or otherwise
               with respect to any equity security of the Company.  Finally,  it
               is  important to note that the loan by the Company to the Bank is
               an asset of the  Company  ( a loan  receivable).  Therefore,  the
               Company used its own asset, a loan  receivable from the Bank, and
               simply  converted  it into cash by calling  the loan.  This is no
               different  from the  Company  converting  any other asset it owns
               into cash, such as selling investment securities, bonds, etc., in
               order to have  sufficient cash on hand to pay the purchase price.
               It is  arguable,  therefore,  that the Bank is not  financing  or
               "funding" the offer. For all of the foregoing reasons,  it is our
               view that the Bank is not engaged in a Rule 13e-3 transaction and
               is not required to file a Schedule  13E-3.  Please also note that
               in October 2003, the staff raised a similar comment in connection
               with the modified  Dutch  auction  issuer  tender offer and going
               private transaction by Crazy Woman Creek Bancorp, Inc. Please see
               Comment No. 2 in the staff's  comment  letter  dated  October 13,
               2003,  regarding  the  Schedule  TO filed by  Crazy  Woman  Creek
               Bancorp,  Inc.  (SEC File No.  5-48043)  and our response to that
               comment in our letter dated October 17, 2003,  copies of which we
               faxed to you on Friday,

--------

1    See Revlon, Inc. v. Pantry Pride, Inc., 621 F. Supp. 804, 814, 817 (D. Del.
         ----------------------------------
     1985) (citing that  Chemical's  interest in this matter is solely that of a
     commercial  lender  providing funds to finance Pantry Pride's tender offer.
     Nicole, not Chemical, is the sole purchasing entity of all Revlon stock.)

2    See Gray Drugstores,  Inc. v. Simmons.
         ---------------------------------

3    See Koppers Co.,  Inc. v.  American  Express Co., 689 F. Supp.  1371,  1390
         -------------------------------------------
     (W.D. Pa. 1988).

<PAGE>
MALIZIA SPIDI & FISCH, PC

         Abby Adams, Esq.
         Special Counsel
         October 25, 2004
         Page 5

               October  22,  2004.  (In  that  case,  the bank  declared  a cash
               dividend to the holding  company,  rather than repaying a loan as
               in the  instant  case,  the  funds of which  were used to pay the
               purchase price in the tender offer.) In that case,  under similar
               facts and  circumstances,  the staff agreed that the wholly-owned
               subsidiary bank did not have to be included as a filing person on
               the Schedule TO or Schedule 13E-3.

          8.   Please  see the  revised  disclosure  in  "Special  Factors  - 2.
               Purposes of and Reasons for the Offer" in the Supplement  wherein
               we have made the suggested changes.

          9.   Please  see the  revised  disclosure  in  "Special  Factors  - 3.
               Fairness of the Offer" in the Supplement wherein we have made the
               suggested changes.

          10.  Please  see the  revised  disclosure  in  "Special  Factors  - 2.
               Purposes of and Reasons for the Offer" in the Supplement  wherein
               we have made the suggested changes.

          11.  Please  see the  revised  disclosure  in  "Special  Factors  - 4.
               Fairness Opinion of Financial  Advisor" in the Supplement wherein
               we have made the suggested changes.

          12.  Please  see  the  revised  disclosure  in  the  Supplement  under
               "Special  Factors - 4.  Fairness  Opinion of Financial  Advisor -
               Comparative Pricing Analysis" wherein we have added the following
               disclosure  to the second  paragraph  thereunder:  "The  straight
               average of these five trading price  metrics was $26.65.  Capital
               Resources  determined it  appropriate  to round this figure up to
               $26.75,  which was very close to the average of the Bid/Ask price
               at  September  20,  2004,  for  purposes of  deriving  the recent
               average trading price."

          13.  Please  see  the  revised  disclosure  in  the  Supplement  under
               "Special  Factors - 4.  Fairness  Opinion of Financial  Advisor -
               Review of Premiums Paid in Other Stock Repurchase  Transactions."
               The new disclosure clarifies how the comparable  transactions are
               chosen and what  criteria  were used.  Also,  we  disclosed  that
               Capital  Resources only selected thrift and bank  comparables and
               state that because the Company is