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): February 2, 2001



                          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  announced on February 2, 2001
that its annual meeting of shareholders will be held on Thursday, April 26, 2001
at 4:00 p.m.  (eastern  time) at the  Courtyard  by Marriott,  63 Grand  Street,
Waterbury,  Connecticut.  Webster  issued a press  release on  February  2, 2001
describing the meeting and providing additional information about Webster.

Item 7.           Financial Statements and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Not applicable


<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/ Peter J. Swiatek
                                            -------------------
                                            Peter J. Swiatek
                                            Controller

Date: February 6, 2001
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 2750}]
{"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": "1526057"}, "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): February 2, 2001

                          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  announced on February 2, 2001
that its annual meeting of shareholders will be held on Thursday, April 26, 2001
at 4:00 p.m.  (eastern  time) at the  Courtyard  by Marriott,  63 Grand  Street,
Waterbury,  Connecticut.  Webster  issued a press  release on  February  2, 2001
describing the meeting and providing additional information about Webster.

Item 7.           Financial Statements and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Not applicable
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/ Peter J. Swiatek
                                            -------------------
                                            Peter J. Swiatek
                                            Controller

Date: February 6, 2001