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): March 17, 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 17, 1998 that
its Board of Directors has declared a two-for-one  stock split.  The stock split
is subject to approval by  Webster's  shareholders  of an amendment to Webster's
certificate  of  incorporation  to increase the  authorized  number of shares of
Webster  common  stock  from  30,000,000  to  50,000,000  shares,  which will be
considered  by  shareholders  at a special  meeting to be held on April 2, 1998.
Webster issued a press release on March 17, 1998  describing the stock split 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 19, 1998


<PAGE>



                                  EXHIBIT INDEX

     99   Press release
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K/A", "secsgml_size_bytes": 2992}]
{"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": "98568908"}, "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 Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 17, 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 17, 1998 that
its Board of Directors has declared a two-for-one  stock split.  The stock split
is subject to approval by  Webster's  shareholders  of an amendment to Webster's
certificate  of  incorporation  to increase the  authorized  number of shares of
Webster  common  stock  from  30,000,000  to  50,000,000  shares,  which will be
considered  by  shareholders  at a special  meeting to be held on April 2, 1998.
Webster issued a press release on March 17, 1998  describing the stock split 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 19, 1998
EXHIBIT INDEX

     99   Press release