EXHIBIT NO. 23.1
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                        CONSENT OF INDEPENDENT AUDITORS
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The Board of Directors
Webster Financial Corporation

We consent to the  incorporation  by  reference in the  registration  statements
(Nos. 33-13244 and 33-38286) of Form S-8 of Webster Financial Corporation of our
report dated May 16, 1997, relating to the consolidated  statements of condition
of Webster  Financial  Corporation  and  subsidiares 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 May 20, 1997  current  report on Form 8-K of
Webster Financial Corporation.


KPMG Peat Marwick LLP


Hartford, Connecticut
May 20, 1997