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): January 31, 1997
                                                  ----------------

                         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      06702
               ------------------------------------------------
              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (202) 753-2921
<PAGE>

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

         On  January  31,  1997,  Webster  Financial  Corporation,   a  Delaware
corporation ("Webster"), completed its acquisition of the assets and business of
DS Bancor, Inc., a Delaware corporation ("DS Bancor"), and its subsidiary, Derby
Savings  Bank  ("Derby"),  pursuant  to an  Agreement  and Plan of Merger  dated
October 7, 1996 (the "Merger Agreement").  DS Bancor is the bank holding company
of  Derby,  a   Connecticut-chartered   savings  bank  headquartered  in  Derby,
Connecticut.  As of September  30, 1996, DS Bancor  operated 23 banking  offices
located primarily in south central Connecticut and had total consolidated assets
of approximately $1.3 billion and total deposits of approximately $1.0 billion.

         In accordance with the provisions of the Merger  Agreement,  the merger
was effected on a stock for stock basis valued at approximately $43 per share as
of the date of the merger in a tax-free  exchange.  Each outstanding share of DS
Bancor common stock was converted  into 1.14158  shares of Webster common stock,
plus  cash in lieu of  fractional  shares.  The  consideration  of $43 per share
(representing  approximately  $137,000,000  in the  aggregate) was arrived at by
negotiation  between Webster and DS Bancor in a competititve  bid process.  As a
stock for stock  transaction,  the  acquisition  will be accounted for under the
pooling of interests method of accounting.

         Webster  intends to  continue  to operate  the  majority  of Derby's 23
banking  offices  as  separate  branch  offices  of  Webster,   but  intends  to
consolidate certain offices located in the same immediate neighborhoods.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of buisiness acquired.

         The following audited financial statements of DS Bancor have previously
been filed with the Securities and Exchange Commission (the "SEC") as part of DS
Bancor's  Annual Report on Form 10-K for the fiscal year ended December 31, 1995
and are incorporated herein by reference:

     --   Independent Auditor's Report.

     --   Consolidated  Statements of Position  (Balance  Sheets) for the fiscal
          years ended December 31, 1995 and 1994.


     --   Consolidated  Statements  of  Earnings  (Statements of Income) for the
          fiscal years ended December 31, 1995, 1994 and 1993.

                                     2 of 4
<PAGE>
     --   Consolidated  Statements  of Cash  Flows for the  fiscal  years  ended
          December 31, 1995, 1994 and 1993.

     --   Notes to Financial Statements.

         The  following  unaudited  financial   statements  of  DS  Bancor  have
previously been filed with the SEC as part of DS Bancor's  Quarterly  Reports on
Form 10-Q for the quarters ended September 30, 1996, June 30, 1996 and March 31,
1996 and are incorporated herein by reference:


     --   Consolidated Statement of Position (Balance Sheet) as of September 30,
          1996.

     --   Consolidated  Statements  of Earnings  (Statements  of Income) for the
          quarters  ended:  September 30, 1996 and 1995; June 30, 1996 and 1995;
          and March 31, 1996 and 1995.

     --   Consolidated  Statements  of Cash Flows  for:  the nine  months  ended
          September  30, 1996 and 1995;  the six months  ended June 30, 1996 and
          1995; and the three months ended March 31, 1996 and 1995.

     --   Notes to Financial Statements.

(b)  Pro forma financial information.

         The required pro forma  financial  information of Webster and DS Bancor
has  previously  been filed with the SEC as part of Webster's  Form S-4 filed on
November 8, 1996, as amended, and is incorporated herein by reference.

(c)  Exhibits.

     --  The Merger  Agreement has previously been filed with the SEC as Exhibit
         99.1 to the  Schedule  13D filed by Webster on October  17, 1996 and is
         incorporated herein by reference.

                                     3 of 4
<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)



Date:     February 13, 1997        /s/ John v. Brennan
                                   ------------------------------
                                   John V. Brennan
                                   Executive Vice President, Chief
                                      Financial Officer and Treasurer
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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): January 31, 1997
                                                  ----------------

                         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      06702
               ------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (202) 753-2921
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

         On  January  31,  1997,  Webster  Financial  Corporation,   a  Delaware
corporation ("Webster"), completed its acquisition of the assets and business of
DS Bancor, Inc., a Delaware corporation ("DS Bancor"), and its subsidiary, Derby
Savings  Bank  ("Derby"),  pursuant  to an  Agreement  and Plan of Merger  dated
October 7, 1996 (the "Merger Agreement").  DS Bancor is the bank holding company
of  Derby,  a   Connecticut-chartered   savings  bank  headquartered  in  Derby,
Connecticut.  As of September  30, 1996, DS Bancor  operated 23 banking  offices
located primarily in south central Connecticut and had total consolidated assets
of approximately $1.3 billion and total deposits of approximately $1.0 billion.

         In accordance with the provisions of the Merger  Agreement,  the merger
was effected on a stock for stock basis valued at approximately $43 per share as
of the date of the merger in a tax-free  exchange.  Each outstanding share of DS
Bancor common stock was converted  into 1.14158  shares of Webster common stock,
plus  cash in lieu of  fractional  shares.  The  consideration  of $43 per share
(representing  approximately  $137,000,000  in the  aggregate) was arrived at by
negotiation  between Webster and DS Bancor in a competititve  bid process.  As a
stock for stock  transaction,  the  acquisition  will be accounted for under the
pooling of interests method of accounting.

         Webster  intends to  continue  to operate  the  majority  of Derby's 23
banking  offices  as  separate  branch  offices  of  Webster,   but  intends  to
consolidate certain offices located in the same immediate neighborhoods.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of buisiness acquired.

         The following audited financial statements of DS Bancor have previously
been filed with the Securities and Exchange Commission (the "SEC") as part of DS
Bancor's  Annual Report on Form 10-K for the fiscal year ended December 31, 1995
and are incorporated herein by reference:

     --   Independent Auditor's Report.

     --   Consolidated  Statements of Position  (Balance  Sheets) for the fiscal
          years ended December 31, 1995 and 1994.

     --   Consolidated  Statements  of  Earnings  (Statements of Income) for the
          fiscal years ended December 31, 1995, 1994 and 1993.

                                     2 of 4
--   Consolidated  Statements  of Cash  Flows for the  fiscal  years  ended
          December 31, 1995, 1994 and 1993.

     --   Notes to Financial Statements.

         The  following  unaudited  financial   statements  of  DS  Bancor  have
previously been filed with the SEC as part of DS Bancor's  Quarterly  Reports on
Form 10-Q for the quarters ended September 30, 1996, June 30, 1996 and March 31,
1996 and are incorporated herein by reference:

     --   Consolidated Statement of Position (Balance Sheet) as of September 30,
          1996.

     --   Consolidated  Statements  of Earnings  (Statements  of Income) for the
          quarters  ended:  September 30, 1996 and 1995; June 30, 1996 and 1995;
          and March 31, 1996 and 1995.

     --   Consolidated  Statements  of Cash Flows  for:  the nine  months  ended
          September  30, 1996 and 1995;  the six months  ended June 30, 1996 and
          1995; and the three months ended March 31, 1996 and 1995.

     --   Notes to Financial Statements.

(b)  Pro forma financial information.

         The required pro forma  financial  information of Webster and DS Bancor
has  previously  been filed with the SEC as part of Webster's  Form S-4 filed on
November 8, 1996, as amended, and is incorporated herein by reference.

(c)  Exhibits.

     --  The Merger  Agreement has previously been filed with the SEC as Exhibit
         99.1 to the  Schedule  13D filed by Webster on October  17, 1996 and is
         incorporated herein by reference.

                                     3 of 4
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)

Date:     February 13, 1997        /s/ John v. Brennan
                                   ------------------------------
                                   John V. Brennan
                                   Executive Vice President, Chief
                                      Financial Officer and Treasurer