Exhibit 23.5



                         Consent of Independent Auditors



The Board of Directors
DS Bancor, Inc.

We consent to the use of our reports,  incorporated herein by reference,  on the
consolidated  statements  of position of DS Bancor,  Inc. and  Subsidiary  as of
December 31, 1995 and 1994 and the related consolidated  statements of earnings,
stockholders'  equity  and cash  flows for each of the  years in the three  year
period  ended  December  31,  1995,  and to the  reference to our firm under the
heading "Experts" in the Joint Proxy  Statement/Prospectus  of Webster Financial
Corporation and DS Bancor,  Inc. included in the Registration  Statement on Form
S-4 filed by Webster Financial Corporation on November 8, 1996.


                                                /s/ FRIEDBERG, SMITH & CO., P.C.


Bridgeport, Connecticut
November 8, 1996

                                      E-60