SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 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): March 2, 1998



                          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 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 March 2, 1998 that its
annual meeting of shareholders will be held on Thursday,  April 23, 1998 at 4:00
p.m.,  local time,  at the Sheraton  Four Points  Hotel,  3580 East Main Street,
Waterbury,  Connecticut.  Webster  issued  a press  release  on  March  2,  1998
describing the meeting and providing additional  information about Webster. 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





<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: March 3, 1998



<PAGE>



                  EXHIBIT INDEX



          99   Press release
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2946}]
{"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": "98556910"}, "business-address": {"street1": "WEBSTER PLAZA", "street2": "145 BANK ST", "city": "WATERBURY", "state": "CT", "zip": "06720", "phone": "2037532921"}, "mail-address": {"street1": "WEBSTER PLAZA", "city": "WATERBURY", "state": "CT", "zip": "06720"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 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): March 2, 1998

                          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 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 March 2, 1998 that its
annual meeting of shareholders will be held on Thursday,  April 23, 1998 at 4:00
p.m.,  local time,  at the Sheraton  Four Points  Hotel,  3580 East Main Street,
Waterbury,  Connecticut.  Webster  issued  a press  release  on  March  2,  1998
describing the meeting and providing additional  information about Webster. 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
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: March 3, 1998
EXHIBIT INDEX

          99   Press release