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): December 30, 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   ("Webster")  announced  that  it  has
received approval from its primary  regulator,  the Office of Thrift Supervision
to  acquire  DS  Bancor,  Inc.  ("DS  Bancor")  on a stock for stock  basis in a
tax-free  exchange.  Shareholders  of DS Bancor will receive  1.14158  shares of
Webster  common  stock for each  share of DS Bancor  common  stock.  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 December 30, 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: January 2, 1997
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{"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": "97500103"}, "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): December 30, 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   ("Webster")  announced  that  it  has
received approval from its primary  regulator,  the Office of Thrift Supervision
to  acquire  DS  Bancor,  Inc.  ("DS  Bancor")  on a stock for stock  basis in a
tax-free  exchange.  Shareholders  of DS Bancor will receive  1.14158  shares of
Webster  common  stock for each  share of DS Bancor  common  stock.  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 December 30, 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: January 2, 1997