WEBSTER FINANCIAL CORP
8-K, 1998-03-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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







                                                                      EXHIBIT 99

[WEBSTER FINANCIAL CORPORATION LOGO]                Webster Plaza
                                                    Waterbury, Connecticut 06702

Media Contact:  Christopher Capot              Investor Contact:  James M. Sitro
                203-578-2461                                      203-578-2399




                        WEBSTER ANNOUNCES ANNUAL MEETING

WATERBURY, Conn., March 2, 1998 -- Webster Financial Corporation (Nasdaq: WBST),
holding  company for Webster Bank,  announced  today that its annual  meeting of
shareholders will be held at 4 p.m.,  Thursday,  April 23, 1998, at the Sheraton
Four Points Hotel, 3580 East Main St., Waterbury, Conn.

                                      * * *

Webster Financial Corporation, headquartered in Waterbury, Conn., is the holding
company  for  Webster  Bank,  which  was  founded  in  1935  and  is  a  leading
Connecticut-based   financial  institution.   Webster  Bank  delivers  consumer,
commercial,   mortgage,   and  trust  and  investment   management  services  to
individuals, families and businesses.

Webster  Bank has the  second-largest  deposit  market share in Hartford and New
Haven  counties.  Following our pending merger with Bristol,  Conn.-based  Eagle
Bank,  Webster also will have the leading  deposit  market  share in  Litchfield
County. Webster is also the second-largest  mortgage lender in Connecticut and a
leading,  full-service  commercial  lender.  Webster Trust, the bank's trust and
investment management subsidiary, is the second-largest bank trust company based
in Connecticut.






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