EXHIBIT 23.1

                                                       February 11, 1998



Webster Financial Corporation
Webster Plaza, 145 Bank Street
Waterbury, CT 06720



Dear Sirs:

     We  hereby  consent  to the  use of our  opinion  letter  to the  Board  of
Directors of Webster Financial  Corporation  included as Appendix A to the Joint
Proxy  Statement-Prospectus  which forms a part of the Registration Statement on
Form S-4 relating to the proposed merger of Webster  Financial  Corporation with
Eagle Financial Corp., and to the references to such opinion in such Joint Proxy
Statement  Prospectus  under the captions "Merger  Summary-Opinion  of Webster's
Financial    Advisor,""The    Merger-Background    of    the    Merger,"    "The
Merger-Recommendation  of the  Webster  Board of  Directors  and Reasons for the
Merger" and "The Merger-Opinion of Webster's Financial Advisor".  In giving such
consent,  we do not admit that we come  within  the  category  of persons  whose
consent is required  under Section 7 of the  Securities Act of 1933, as amended,
or  the  rules  and  regulations  of  the  Securities  and  Exchange  Commission
thereunder, nor do we thereby admit that we are experts with respect to any part
of such  Registration  Statement within the meaning of the term "expert" as used
in the Securities Act of 1933, as amended,  or the rules and  regulations of the
Securities and Exchange Commission thereunder.




                                           Very truly yours,

                                           MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                       INCORPORATED

                                             
                                           /s/ Merrill Lynch, Pierce, Fenner
                                               & Smith, Inc.