SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): January 29, 1999

                          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.

          Webster Financial  Corporation  announced on January 29, 1999 that its
annual meeting of shareholders will be held on Thursday,  April 22, 1999 at 4:00
p.m.,  eastern  time,  at the  Courtyard by Marriott,  63 Grand St.,  Waterbury,
Connecticut.  Webster issued a press release on January 29, 1999  describing the
meeting and providing additional  information about Webster.  That press release
is filed as Exhibit 99 hereto and is incorporated herein by reference.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

         99       Press release


<PAGE>



                                   SIGNATURES

          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)

                                            /s/ James C. Smith
                                            ----------------------------------
                                            James C. Smith
                                            Chairman and Chief Executive Officer

Date: February 25, 1999


<PAGE>



         EXHIBIT INDEX

99       Press release
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2571}]
{"company-data": {"conformed-name": "WEBSTER FINANCIAL CORP", "cik": "0000801337", "assigned-sic": "6035", "irs-number": "061187536", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-71983", "film-number": "99550297"}, "business-address": {"street1": "WEBSTER PLAZA", "street2": "145 BANK ST", "city": "WATERBURY", "state": "CT", "zip": "06720", "phone": "2037532921"}, "mail-address": {"street1": "WEBSTER PLAZA", "city": "WATERBURY", "state": "CT", "zip": "06720"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): January 29, 1999

                          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.

          Webster Financial  Corporation  announced on January 29, 1999 that its
annual meeting of shareholders will be held on Thursday,  April 22, 1999 at 4:00
p.m.,  eastern  time,  at the  Courtyard by Marriott,  63 Grand St.,  Waterbury,
Connecticut.  Webster issued a press release on January 29, 1999  describing the
meeting and providing additional  information about Webster.  That press release
is filed as Exhibit 99 hereto and is incorporated herein by reference.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

         99       Press release
SIGNATURES

          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)

                                            /s/ James C. Smith
                                            ----------------------------------
                                            James C. Smith
                                            Chairman and Chief Executive Officer

Date: February 25, 1999
EXHIBIT INDEX

99       Press release