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): May 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 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.
         ------------
         Filed as Exhibit 99.1 are consolidated  financial statements of Webster
Financial  Corporation  restated  to  reflect  the  acquisition  by merger of DS
Bancor,  Inc.,  which  was  accounted  for  as  a  pooling  of  interests.   The
consolidated  financial statements of Webster Financial Corporation are restated
for  periods  prior to the date of the  acquisition.  Also  included  herein  as
Exhibit 99.2 are consolidated financial statements of DS Bancor Inc.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------
(a)        Not applicable.  
                            
(b)        Not applicable.  
                            
(c)        Exhibits.        
                            
           Exhibit No. 23.1  Consent of KPMG Peat Marwick LLP.

           Exhibit No. 23.2  Consent of Friedberg, Smith & Co., P.C.

           Exhibit No. 99.1  Webster Financial Corporation restated consolidated
                             financial statements.

           Exhibit No. 99.2  DS  Bancor,  Inc. consolidated financial
                             statements.


<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
                                               (Principal Financial Officer)

Date:  May 15, 1997

<PAGE>

                                 Exhibit Index

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

     Exhibit 23.1        Consent of KPMG Peat Marwick L.L.P.       1

     Exhibit 23.2        Consent of Friedberg, Smith & Co., P.C.   1

     Exhibit 99.1        Webster  Financial  Corporation           52
                         restated consolidated financial 
                         statements

     Exhibit 99.2        DS Bancor, Inc. consolidated financial
                         statements                                54
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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": "97612000"}, "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): May 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 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.
         ------------
         Filed as Exhibit 99.1 are consolidated  financial statements of Webster
Financial  Corporation  restated  to  reflect  the  acquisition  by merger of DS
Bancor,  Inc.,  which  was  accounted  for  as  a  pooling  of  interests.   The
consolidated  financial statements of Webster Financial Corporation are restated
for  periods  prior to the date of the  acquisition.  Also  included  herein  as
Exhibit 99.2 are consolidated financial statements of DS Bancor Inc.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------
(a)        Not applicable.  
                            
(b)        Not applicable.  
                            
(c)        Exhibits.        
                            
           Exhibit No. 23.1  Consent of KPMG Peat Marwick LLP.

           Exhibit No. 23.2  Consent of Friedberg, Smith & Co., P.C.

           Exhibit No. 99.1  Webster Financial Corporation restated consolidated
                             financial statements.

           Exhibit No. 99.2  DS  Bancor,  Inc. consolidated financial
                             statements.
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
                                               (Principal Financial Officer)

Date:  May 15, 1997
Exhibit Index

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

     Exhibit 23.1        Consent of KPMG Peat Marwick L.L.P.       1

     Exhibit 23.2        Consent of Friedberg, Smith & Co., P.C.   1

     Exhibit 99.1        Webster  Financial  Corporation           52
                         restated consolidated financial 
                         statements

     Exhibit 99.2        DS Bancor, Inc. consolidated financial
                         statements                                54