EXHIBIT 23.2



                  CONSENT OF SANDLER O'NEILL & PARTNERS, L.P.


         We hereby  consent to the inclusion of our opinion  letter to the Board
of Directors of Eagle Financial Corporation (the "Company") as Appendix B in the
Joint Proxy Statement/Prospectus  relating to the proposed merger of the Company
with  and into  Webster  Financial  Corporation  contained  in the  Registration
Statement on Form S-4, as filed with the Securities  and Exchange  Commission on
the date  hereof,  and to the  references  to our firm and such  opinion in such
Joint Proxy  Statement/Prospectus.  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  (the  "Act"),  or the  rules  and
regulations  of  the  Securities  and  Exchange   Commission   thereunder   (the
"Regulations"),  nor do we admit that we are experts with respect to any part of
such Registration  Statement within the meaning of the term "experts" as used in
the Act or the Regulations.



                                            SANDLER O'NEILL & PARTNERS, L.P.


                                            /s/ Sandler O'Neill & Partners, L.P.

February 11, 1998