EXHIBIT 23.4



                        MORGAN LEWIS GITHENS & AHN, INC.
                                767 FIFTH AVENUE
                          NEW YORK, NEW YORK 10153-0104
                            TELEPHONE (212) 593-3700
                                  -------------
                            TELECOPIER (212) 593-3706




                      CONSENT OF MORGAN LEWIS GITHENS & AHN

     We hereby consent to the use of our opinion letter dated November 11, 1998,
to the Board of Directors of Village Bancorp,  attached as Appendix A to Webster
Financial  Corporation's Proxy  Statement/Prospectus  on Form S-4 ("S-4") and to
the  references  to our firm in the S-4 under the headings  "Summary -- Fairness
Opinion of Village Bancorp's  Financial  Advisor",  "The Merger -- Background of
the  Merger",  "The Merger --  Recommendation  of the Village  Bancorp  Board of
Directors  and  Reasons  for the  Merger",  "The  Merger --  Opinion  of Village
Bancorp'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 and we do not thereby admit that
we are experts with respect to any part of the Registration  Statement under the
meaning of the term "expert" as used in the Securities Act.

                                                MORGAN LEWIS GITHENS & AHN, INC.

                                                /s/ John A. Morgan
                                                By:  John A. Morgan



February 8, 1999