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): November 4, 1996



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



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



                   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
          ------------

          Amendment  of  Rights  Agreement.   Effective  November  4,  1996,  in
connection with the Rights Agreement (the  "Agreement")  dated as of February 5,
1996 by and between Webster  Financial  Corporation (the "Company") and Chemical
Mellon  Shareholder  Services,  L.L.C.  (now  known as  ChaseMellon  Shareholder
Services,  L.L.C.,  and referred to as "Chase"),  the Company  removed  Chase as
Rights Agent and appointed  American Stock  Transfer & Trust Company  ("AST") as
successor  Rights  Agent.  Also as of  November  4, 1996,  the  Company  and AST
executed  Amendment No. 1 to Rights  Agreement,  which is attached as an exhibit
hereto, and incorporated by reference herein.



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

          c.   Exhibits


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

                         4                   Amendment No. 1 to Rights Agreement



<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/ James C. Smith            
                                            ------------------------------
                                                James C. Smith
                                            Chairman and Chief Executive Officer








Date: November 22, 1996
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 3304}]
{"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": "96671516"}, "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): November 4, 1996

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

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

                   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
          ------------

          Amendment  of  Rights  Agreement.   Effective  November  4,  1996,  in
connection with the Rights Agreement (the  "Agreement")  dated as of February 5,
1996 by and between Webster  Financial  Corporation (the "Company") and Chemical
Mellon  Shareholder  Services,  L.L.C.  (now  known as  ChaseMellon  Shareholder
Services,  L.L.C.,  and referred to as "Chase"),  the Company  removed  Chase as
Rights Agent and appointed  American Stock  Transfer & Trust Company  ("AST") as
successor  Rights  Agent.  Also as of  November  4, 1996,  the  Company  and AST
executed  Amendment No. 1 to Rights  Agreement,  which is attached as an exhibit
hereto, and incorporated by reference herein.

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

          c.   Exhibits

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

                         4                   Amendment No. 1 to Rights Agreement
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/ James C. Smith            
                                            ------------------------------
                                                James C. Smith
                                            Chairman and Chief Executive Officer

Date: November 22, 1996