Exhibit 23.3
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              CONSENT OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON      
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          We hereby consent to the references to our firm in, and the inclusion
of our opinion as to certain tax matters as an Exhibit to, the Joint Proxy
Statement/Prospectus which is part of the Registration Statement filed by
Webster Financial Corporation on Form S-4 with the Securities and Exchange
Commission with respect to the proposed merger of Webster Acquisition Corp. into
DS Bancor. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.      

 
                                      
                                  Fried, Frank, Harris, Shriver & Jacobson      


    
                                    By: /s/ Richard A. Wolfe
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                                        Richard A. Wolfe      

                                            
                                        December 16, 1996         


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