EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                                 SECOND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          WEBSTER FINANCIAL CORPORATION



         It is hereby certified that:

         FIRST:  The name of the  Corporation is Webster  Financial  Corporation
(the "Corporation").

         SECOND:  The  first  sentence  of  Article  4 of  the  Second  Restated
Certificate of  Incorporation  of the Corporation is hereby amended and restated
as follows:

                      "The total  number of shares of all classes of the capital
                      stock which the  Corporation has authority to issue is two
                      hundred three million (203,000,000),  of which two hundred
                      million  (200,000,000)  shall be common  stock,  par value
                      $.01 per share,  amounting in the aggregate to two million
                      dollars ($2,000,000),  and three million (3,000,000) shall
                      be  serial  preferred  stock,  par value  $.01 per  share,
                      amounting  in the  aggregate  to thirty  thousand  dollars
                      ($30,000)."

         THIRD:  The foregoing  amendment to the Second Restated  Certificate of
Incorporation  was duly  adopted at a meeting of the Board of  Directors  of the
Corporation.

         FOURTH: The foregoing  amendment to the Second Restated  Certificate of
Incorporation  has been  adopted by the  stockholders  of the  Corporation  at a
special  meeting duly called and held upon notice in accordance with Section 222
of the General  Corporation  Law of the State of  Delaware at which  meeting the
necessary  number of shares as  required  by statute  were voted in favor of the
amendment.

         FIFTH: The foregoing  amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.



         IN WITNESS  WHEREOF,  Webster  Financial  Corporation  has caused  this
Certificate of Amendment to be duly executed by its Secretary as of December 17,
1999.

                                                WEBSTER FINANCIAL CORPORATION


                                                By:  /s/ Harriet Munrett Wolfe
                                                    --------------------------
                                                    Name:  Harriet Munrett Wolfe
                                                    Title: Secretary

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