EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Webster Financial Corporation:

We consent to  incorporation  by reference of our report dated January 28, 2000,
which  report  appears in the  December  31, 1999 annual  report on Form 10-K of
Webster Financial Corporation,  incorporated by reference in this Post-Effective
Amendment No. 1 to the Registration  Statement of Webster Financial  Corporation
on Form S-4 on Form S-8 (File No. 333-33228) pertaining to the Mechanics Savings
Bank  1996  Officer  Stock  Option  Plan and the  Mechanics  Savings  Bank  1996
Directors Stock Option Plan.




/s/ KPMG

Hartford, Connecticut
July 25, 2000