KPMG   PEAT MARWICK LLP

               CityPlace II
               Hartford, CT 06103-4103









                        Consent of Independent Auditors
                        -------------------------------



The Board of Directors
Webster Financial Corporation:

We consent to the  incorporation  by  reference in the  registration  statements
(Nos.  33-13244 and 33-38286) on Forms S-8 of Webster  Financial  Corporation of
our report dated January 21, 1997,  except as to Notes 2 and 18, as to which the
date is February 1, 1997,  relating to the consolidated  statements of condition
of Webster  Financial  Corporation and  subsidiaries as of December 31, 1996 and
1995 and the related consolidated statements of income, shareholders' equity and
cash flows for each of the years in the  three-year  period  ended  December 31,
1996,  which report  appears in the December 31, 1996 annual report on Form 10-K
of Webster Financial Corporation.


                                      /s/  KPMG Peat Marwick LLP




Hartford, Connecticut
March 25, 1997