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
Pre-Effective   Amendment  No.  1  to  Webster  Financial   Corporation's  Proxy
Statement/Prospectus  on Form S-4  ("S-4") and to the  reference  to our firm in
Pre-Effective  Amendment No. 1 to the S-4 under the headings "Summary -- Village
Bancorp Has Received a Fairness  Opinion Related to the Merger",  "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


March 18, 1999