SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): November 3, 1998

                          WEBSTER FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                              <C>                        <C>
            DELAWARE                    0-15213                      06-1187536
--------------------------------        -------                   --------------
  (State or Other Jurisdiction        (Commission                 (IRS Employer
        of Incorporation)             File Number)           Identification No.)

</TABLE>

                  Webster Plaza, Waterbury, Connecticut 06702
                  ---------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (203) 753-2921
                                                          ----------------
                                 Not Applicable
        ----------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

ITEM 5 OTHER EVENTS

     On November 4, 1998, Webster Financial  Corporation  ("Webster")  announced
that it had  entered  into  an  Agreement  and  Plan of  Merger  (the  "Maritime
Agreement")  by  which  Webster  will  acquire  Maritime  Bank &  Trust  Company
("Maritime  Bank")  in  a  tax-free   stock-for-stock  exchange  (the  "Maritime
Merger").  The Maritime Merger must be approved by the  shareholders of Maritime
Bank and by federal  and state  bank  regulatory  authorities  and is subject to
various customary closing conditions. In connection with the Maritime Agreement,
Webster and Maritime  Bank entered  into an Option  Agreement  purusant to which
Maritime   Bank   granted   Webster  an  option,   exercisable   under   certain
circumstances, to purchase an aggregate of 141,004 newly issued shares of common
stock, par value $0.67 per share, of Maritime Bank.

     Webster  issued a press release on November 4, 1998  describing the signing
of the Maritime  Agreement.  Such press  release is filed as Exhibit 99.1 hereto
and is incorporated by reference herein.

     On  November  11,  1998,  Webster  announced  that it had  entered  into an
Agreement  and Plan of Merger (the  "Village  Agreement")  by which Webster will
acquire Village Bancorp, Inc.  ("Village"),  the holding company for The Village
Bank & Trust  Company,  in a tax-free  stock-for-stock  exchange (the  "Villiage
Merger").  Holders of Village common stock may elect to receive up to 20 percent
of the merger  consideration  in cash rather than stock in  accordance  with the
Village  Agreement.  The Village Merger must be approved by the  shareholders of
Village and by federal and state bank  regulatory  authorities and is subject to
various customary closing conditions.  In connection with the Village Agreement,
Webster and Village entered into an Option  Agreement  pursuant to which Village
granted Webster an option, exercisable under certain circumstances,  to purchase
an aggregate of 388,466 newly issued shares of common stock, par value $3.33 per
share, of Village.

     Webster issued a press release on November 11, 1998  describing the signing
of the Village Agreement. Such press release is filed as Exhibit 99.2 hereto and
is incorporated by reference herein. 

<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     a. Not applicable.

     b. Not applicable.

     c. Exhibits

        EXHIBIT NO.           DESCRIPTION                                     
        -----------           ------------------------------                  
               99.1           Press Release of Webster Financial Corporation 
                              dated November 4, 1998.                         
                                                                              
               99.2           Press Release of Webster Financial Corporation 
                              dated November 11, 1998.                        
                              

<PAGE>

                                    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 hereunto duly authorized.

                                        WEBSTER FINANCIAL CORPORATION
                                        ---------------------------------------
                                        (Registrant)

                                        By: /s/ John V. Brennan
                                           ------------------------------------
                                           Name John V. Brennan
                                           Title: Executive Vice President,
                                                  Chief Financial Officer, and
                                                  Treasurer

Date: November 23, 1998

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

 EXHIBIT NO.    EXHIBIT DESCRIPTION
-------------   ------------------------------------------------------------------------
<S>             <C>

   99.1         Press Release of Webster Financial Corporation dated November 4, 1998.
   99.2         Press Release of Webster Financial Corporation dated November 11, 1998.

</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): November 3, 1998

                          WEBSTER FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
DELAWARE                    0-15213                      06-1187536
--------------------------------        -------                   --------------
  (State or Other Jurisdiction        (Commission                 (IRS Employer
        of Incorporation)             File Number)           Identification No.)
Webster Plaza, Waterbury, Connecticut 06702
                  ---------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (203) 753-2921
                                                          ----------------
                                 Not Applicable
        ----------------------------------------------------------------
         (Former name or former address, if changed since last report)
ITEM 5 OTHER EVENTS

     On November 4, 1998, Webster Financial  Corporation  ("Webster")  announced
that it had  entered  into  an  Agreement  and  Plan of  Merger  (the  "Maritime
Agreement")  by  which  Webster  will  acquire  Maritime  Bank &  Trust  Company
("Maritime  Bank")  in  a  tax-free   stock-for-stock  exchange  (the  "Maritime
Merger").  The Maritime Merger must be approved by the  shareholders of Maritime
Bank and by federal  and state  bank  regulatory  authorities  and is subject to
various customary closing conditions. In connection with the Maritime Agreement,
Webster and Maritime  Bank entered  into an Option  Agreement  purusant to which
Maritime   Bank   granted   Webster  an  option,   exercisable   under   certain
circumstances, to purchase an aggregate of 141,004 newly issued shares of common
stock, par value $0.67 per share, of Maritime Bank.

     Webster  issued a press release on November 4, 1998  describing the signing
of the Maritime  Agreement.  Such press  release is filed as Exhibit 99.1 hereto
and is incorporated by reference herein.

     On  November  11,  1998,  Webster  announced  that it had  entered  into an
Agreement  and Plan of Merger (the  "Village  Agreement")  by which Webster will
acquire Village Bancorp, Inc.  ("Village"),  the holding company for The Village
Bank & Trust  Company,  in a tax-free  stock-for-stock  exchange (the  "Villiage
Merger").  Holders of Village common stock may elect to receive up to 20 percent
of the merger  consideration  in cash rather than stock in  accordance  with the
Village  Agreement.  The Village Merger must be approved by the  shareholders of
Village and by federal and state bank  regulatory  authorities and is subject to
various customary closing conditions.  In connection with the Village Agreement,
Webster and Village entered into an Option  Agreement  pursuant to which Village
granted Webster an option, exercisable under certain circumstances,  to purchase
an aggregate of 388,466 newly issued shares of common stock, par value $3.33 per
share, of Village.

     Webster issued a press release on November 11, 1998  describing the signing
of the Village Agreement. Such press release is filed as Exhibit 99.2 hereto and
is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     a. Not applicable.

     b. Not applicable.

     c. Exhibits

        EXHIBIT NO.           DESCRIPTION                                     
        -----------           ------------------------------                  
               99.1           Press Release of Webster Financial Corporation 
                              dated November 4, 1998.                         
                                                                              
               99.2           Press Release of Webster Financial Corporation 
                              dated November 11, 1998.
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 hereunto duly authorized.

                                        WEBSTER FINANCIAL CORPORATION
                                        ---------------------------------------
                                        (Registrant)

                                        By: /s/ John V. Brennan
                                           ------------------------------------
                                           Name John V. Brennan
                                           Title: Executive Vice President,
                                                  Chief Financial Officer, and
                                                  Treasurer

Date: November 23, 1998
INDEX TO EXHIBITS
EXHIBIT NO.    EXHIBIT DESCRIPTION
-------------   ------------------------------------------------------------------------
99.1         Press Release of Webster Financial Corporation dated November 4, 1998.
   99.2         Press Release of Webster Financial Corporation dated November 11, 1998.