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): December 1, 1999


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



     Delaware                         0-15213                    06-1187536
--------------------------------------------------------------------------------
(State of other                     (Commission                (IRS Employer
jurisdiction of                     File Number)             Identification No.)



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



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  December  1, 1999,  Webster  Financial  Corporation  ("Webster")
entered into an Agreement and Plan of Merger (the " Merger  Agreement") by which
Webster will acquire MECH Financial, Inc. ("MECH") in a stock-for-stock exchange
(the  "Merger").  The Merger  must be approved  by  stockholders  of MECH and by
regulatory authorities,  and is subject to various customary closing conditions.
In  connection  with the  Agreement,  Webster  and MECH  entered  into an Option
Agreement  (the "Option  Agreement")  pursuant to which MECH granted  Webster an
option,  exercisable  under certain  circumstances,  to purchase an aggregate of
994,150 newly issued shares of common stock,  par value $.01 per share,  of MECH
at an exercise  price of $34.50 per share.  The Merger  Agreement and the Option
Agreement are filed as Exhibits 2.1 and 2.2, respectively,  and are incorporated
by reference herein.

            Webster  issued a press  release on December 2, 1999 relating to the
signing  of the Merger  Agreement  with  MECH.  Such  press  release is filed as
Exhibit 99.1 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
            -----------        -----------

             2.1               Agreement and Plan of Merger by and between
                               Webster Financial Corporation and MECH
                               Financial, Inc. dated as of December 1, 1999.

             2.2               Option Agreement, dated as of December 1,
                               1999, between MECH Financial, Inc. and
                               Webster Financial Corporation.

             99.1              Press Release of Webster Financial Corporation
                               dated December 2, 1999.






                                      - 2 -
<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 thereunto duly authorized.

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


Date:  December 8, 1999            By: /s/ James C. Smith
                                       -----------------------------------------
                                       James C. Smith
                                       Chairman and Chief Executive Officer










                                     - 3 -
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>


Exhibit No.             Description                                                     Page
-----------             -----------                                                     ----
<S>                     <C>                                                             <C>

2.1                     Agreement and Plan of Merger by and between Webster
                        Financial Corporation and MECH Financial, Inc. dated
                        as of December 1, 1999.

2.2                     Option Agreement, dated as of December 1, 1999,
                        between MECH Financial, Inc. and Webster Financial
                        Corporation.

99.1                    Press Release of Webster Financial Corporation dated
                        December 2, 1999.


</TABLE>







                                     - 4 -
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5160}]
{"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": "99772110"}, "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 Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 1, 1999

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

     Delaware                         0-15213                    06-1187536
--------------------------------------------------------------------------------
(State of other                     (Commission                (IRS Employer
jurisdiction of                     File Number)             Identification No.)

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

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  December  1, 1999,  Webster  Financial  Corporation  ("Webster")
entered into an Agreement and Plan of Merger (the " Merger  Agreement") by which
Webster will acquire MECH Financial, Inc. ("MECH") in a stock-for-stock exchange
(the  "Merger").  The Merger  must be approved  by  stockholders  of MECH and by
regulatory authorities,  and is subject to various customary closing conditions.
In  connection  with the  Agreement,  Webster  and MECH  entered  into an Option
Agreement  (the "Option  Agreement")  pursuant to which MECH granted  Webster an
option,  exercisable  under certain  circumstances,  to purchase an aggregate of
994,150 newly issued shares of common stock,  par value $.01 per share,  of MECH
at an exercise  price of $34.50 per share.  The Merger  Agreement and the Option
Agreement are filed as Exhibits 2.1 and 2.2, respectively,  and are incorporated
by reference herein.

            Webster  issued a press  release on December 2, 1999 relating to the
signing  of the Merger  Agreement  with  MECH.  Such  press  release is filed as
Exhibit 99.1 hereto and is incorporated by reference herein.
ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits

            Exhibit No.        Description
            -----------        -----------

             2.1               Agreement and Plan of Merger by and between
                               Webster Financial Corporation and MECH
                               Financial, Inc. dated as of December 1, 1999.

             2.2               Option Agreement, dated as of December 1,
                               1999, between MECH Financial, Inc. and
                               Webster Financial Corporation.

             99.1              Press Release of Webster Financial Corporation
                               dated December 2, 1999.

                                      - 2 -
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 thereunto duly authorized.

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

Date:  December 8, 1999            By: /s/ James C. Smith
                                       -----------------------------------------
                                       James C. Smith
                                       Chairman and Chief Executive Officer

                                     - 3 -
INDEX TO EXHIBITS
Exhibit No.             Description                                                     Page
-----------             -----------                                                     ----
2.1                     Agreement and Plan of Merger by and between Webster
                        Financial Corporation and MECH Financial, Inc. dated
                        as of December 1, 1999.

2.2                     Option Agreement, dated as of December 1, 1999,
                        between MECH Financial, Inc. and Webster Financial
                        Corporation.

99.1                    Press Release of Webster Financial Corporation dated
                        December 2, 1999.
- 4 -