FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 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): February 20, 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)



       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 on February
20, 1997 that its Annual Meeting of Shareholders will be held on Thursday, April
17, 1997 at 4:00 p.m.,  local  time,  at the  Courtyard  by  Marriott,  63 Grand
Street, Waterbury, Connecticut. Webster's Board of Directors has fixed the close
of  business  on  March  7,  1997  as  the  record  date  for  determination  of
shareholders  entitled to notice of and to vote at the Annual  Meeting.  Webster
issued a press  release on February 20, 1996  describing  the meeting and record
date information and providing additional  information about Webster. Such press
release is filed as Exhibit 99 hereto and is incorporated by reference herein.

                In accordance with Webster's  Bylaws,  shareholders  who wish to
present business at the Annual Meeting or to nominate  directors are required to
give timely written notice,  containing the information specified in the Bylaws,
to the secretary of Webster.  To be timely,  such  shareholder's  notice must be
delivered  to or mailed  and  received  at the  principal  executive  offices of
Webster not less than 30 days prior to the date of the Annual Meeting.

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

(a)             Not applicable.

(b)             Not applicable.

(c)             Exhibits.

                  99. Press Release of Webster dated February 20, 1997.



<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/ Lee A. Gagnon
                                              ------------------------------
                                                  Lee A. Gagnon
                                                  Executive Vice President,
                                                  Chief Operating Officer
                                                     and Secretary



Date:  February 20, 1997



<PAGE>





                                  EXHIBIT INDEX



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

Exhibit 99                 Press Release of Webster                   5
                           dated February 20, 1997
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4305}]
{"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": "97541241"}, "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"}}
FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 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): February 20, 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)

       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 on February
20, 1997 that its Annual Meeting of Shareholders will be held on Thursday, April
17, 1997 at 4:00 p.m.,  local  time,  at the  Courtyard  by  Marriott,  63 Grand
Street, Waterbury, Connecticut. Webster's Board of Directors has fixed the close
of  business  on  March  7,  1997  as  the  record  date  for  determination  of
shareholders  entitled to notice of and to vote at the Annual  Meeting.  Webster
issued a press  release on February 20, 1996  describing  the meeting and record
date information and providing additional  information about Webster. Such press
release is filed as Exhibit 99 hereto and is incorporated by reference herein.

                In accordance with Webster's  Bylaws,  shareholders  who wish to
present business at the Annual Meeting or to nominate  directors are required to
give timely written notice,  containing the information specified in the Bylaws,
to the secretary of Webster.  To be timely,  such  shareholder's  notice must be
delivered  to or mailed  and  received  at the  principal  executive  offices of
Webster not less than 30 days prior to the date of the Annual Meeting.

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

(a)             Not applicable.

(b)             Not applicable.

(c)             Exhibits.

                  99. Press Release of Webster dated February 20, 1997.
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/ Lee A. Gagnon
                                              ------------------------------
                                                  Lee A. Gagnon
                                                  Executive Vice President,
                                                  Chief Operating Officer
                                                     and Secretary

Date:  February 20, 1997
EXHIBIT INDEX

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

Exhibit 99                 Press Release of Webster                   5
                           dated February 20, 1997