UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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


       Date of Report (Date of earliest event reported): October 8, 1996


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


  Delaware                   0-15213                         06-1187536
  --------                   -------                         ----------
(State or Other            (Commission                     (IRS Employer
 Jurisdiction of            File Number)                  Identification No.)
 Incorporation)


                   Webster Plaza, Waterbury, Connecticut 06720
                   -------------------------------------------
                    (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 and DS Bancor, Inc. announced today that
they have  signed a  definitive  merger  agreement  by which  Webster  Financial
Corporation will acquire DS Bancor,  Inc. on a stock for stock basis for $43 per
share in a tax-free  exchange.  The merger must be approved by Webster and Derby
shareholders and by federal and state bank regulatory authorities and is subject
to various customary closing conditions.  The merger agreement has been approved
by the boards of directors of both Webster and Derby.  Derby has granted Webster
an option, exercisable under certain conditions, to purchase newly issued shares
of Derby  common  stock equal to 18.6  percent of its  outstanding  shares.  The
merger  agreement  contains mutual  provisions for expense  reimbursement  and a
breakup fee under certain  conditions.  The  acquisition is expected to close in
the first  quarter of 1997 and to be  accounted  for as a pooling of  interests.
Webster issued a press release on October 8, 1996  describing the signing of the
definitive agreement with DS Bancor, Inc. Such press release is filed as Exhibit
99 hereto and is incorporated by reference herein.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(a)         Not applicable.

(b)         Not applicable.

(c)         Exhibits.

               99.  Press Release of Webster dated October 8, 1996.

<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/ John V. Brennan
                                       ------------------------------
                                       John V. Brennan
                                       Executive Vice President,
                                       Chief Financial Officer
                                        and Treasurer


Date: October 9, 1996
      ---------------

<PAGE>

                                  EXHIBIT INDEX

                                                      Pages in Sequentially
Exhibit No.                     Exhibit                   Numbered Copy
-----------                     -------                   -------------

Exhibit 99              Press Release of Webster                5
                        dated October 8, 1996
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4162}]
{"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": "000-15213", "film-number": "96641019"}, "business-address": {"street1": "FIRST FEDERAL PLZ", "street2": "145 BANK ST", "city": "WATERBURY", "state": "CT", "zip": "06702", "phone": "2037532921"}, "mail-address": {"street1": "FIRST FEDERAL PLAZA", "city": "WATERBURY", "state": "CT", "zip": "06702"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): October 8, 1996

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

  Delaware                   0-15213                         06-1187536
  --------                   -------                         ----------
(State or Other            (Commission                     (IRS Employer
 Jurisdiction of            File Number)                  Identification No.)
 Incorporation)

                   Webster Plaza, Waterbury, Connecticut 06720
                   -------------------------------------------
                    (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 and DS Bancor, Inc. announced today that
they have  signed a  definitive  merger  agreement  by which  Webster  Financial
Corporation will acquire DS Bancor,  Inc. on a stock for stock basis for $43 per
share in a tax-free  exchange.  The merger must be approved by Webster and Derby
shareholders and by federal and state bank regulatory authorities and is subject
to various customary closing conditions.  The merger agreement has been approved
by the boards of directors of both Webster and Derby.  Derby has granted Webster
an option, exercisable under certain conditions, to purchase newly issued shares
of Derby  common  stock equal to 18.6  percent of its  outstanding  shares.  The
merger  agreement  contains mutual  provisions for expense  reimbursement  and a
breakup fee under certain  conditions.  The  acquisition is expected to close in
the first  quarter of 1997 and to be  accounted  for as a pooling of  interests.
Webster issued a press release on October 8, 1996  describing the signing of the
definitive agreement with DS Bancor, Inc. Such press release is filed as Exhibit
99 hereto and is incorporated by reference herein.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(a)         Not applicable.

(b)         Not applicable.

(c)         Exhibits.

               99.  Press Release of Webster dated October 8, 1996.
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/ John V. Brennan
                                       ------------------------------
                                       John V. Brennan
                                       Executive Vice President,
                                       Chief Financial Officer
                                        and Treasurer

Date: October 9, 1996
      ---------------
EXHIBIT INDEX

                                                      Pages in Sequentially
Exhibit No.                     Exhibit                   Numbered Copy
-----------                     -------                   -------------

Exhibit 99              Press Release of Webster                5
                        dated October 8, 1996