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  November  11, 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 January 26, 1998 current report
on Form 8-K/A No.2 of Webster Financial Corporation.
    


KPMG Peat Marwick LLP


   
Hartford, Connecticut
January 26, 1998