Exhibit 3.6
                                                                     -----------
                            CERTIFICATE OF AMENDMENT
                                       TO
                    THE RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          WEBSTER FINANCIAL CORPORATION

                  Webster   Financial   Corporation   (the   "Corporation"),   a
corporation   organized  and  existing  under  and  by  virtue  of  the  General
Corporation Law of the State of Delaware, does hereby certify:

         FIRST:  That the Board of  Directors of the  Corporation,  by unanimous
vote at a meeting held November 18, 1996, has adopted a resolution declaring the
following  amendment  to  the  Restated  Certificate  of  Incorporation  of  the
Corporation  to be advisable,  and has  recommended to the  shareholders  of the
Corporation the adoption of such amendment:

                  1.     That the  first  sentence  of the  first  paragraph  of
                         Article 4 of the Restated  Certificate of Incorporation
                         of  Webster  Financial  Corporation  be  amended in its
                         entirety to read as follows:

                              The total  number of shares of all  classes of the
                              capital stock which the  Corporation has authority
                              to issue is thirty three million (33,000,000),  of
                              which thirty million  (30,000,000) shall be common
                              stock, par value $.01 per share,  amounting in the
                              aggregate  to  three  hundred   thousand   dollars
                              ($300,000), 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).

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors,  a special  meeting of the  Shareholders  of the Corporation was 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.

         THIRD: That the amendment to the Restated  Certificate of Incorporation
of Webster Financial Corporation herein certified was duly adopted,  pursuant to
the  provisions  of Section 242 of the General  Corporation  Law of the State of
Delaware.







         IN WITNESS WHEREOF,  said Webster Financial Corporation has caused this
Certificate of Amendment to be signed by James C. Smith,  its Chairman and Chief
Executive  Officer  and  attested  to by  Lee  A.  Gagnon,  its  Executive  Vice
President,  Chief Operating  Officer and Secretary,  dated as of the 30th day of
January, 1997.

                                   WEBSTER FINANCIAL CORPORATION



                                   By:      /s/ James C. Smith
                                            ------------------------------------
                                            James C. Smith
                                            Chairman and Chief Executive Officer


ATTEST:



By: /s/ Lee A. Gagnon
    -----------------------------------------------
      Lee A. Gagnon
       Executive Vice President, Chief Operating
           Operating Officer and Secretary

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