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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934



         Date of Report (Date of earliest event reported): April 6, 1999



                          WEBSTER FINANCIAL CORPORATION
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             (Exact name of registrant as specified in its charter)


            DELAWARE                      0-15213              06-1187536    
            --------                      -------              ----------     
  (State or other jurisdiction          (Commission           (IRS Employer
        of incorporation)              File Number)        Identification No.)



                   WEBSTER PLAZA, WATERBURY, CONNECTICUT 06702
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                    (Address of principal executive offices)



       Registrant's telephone number, including area code: (203) 753-2921
                                                            --------------


                                 NOT APPLICABLE
             ------------------------------------------------------
          (Former name or former address, if changed since last report)







ITEM 5.  OTHER EVENTS.

     Webster Financial Corporation  ("Webster") received an approval dated April
6, 1999 from its primary regulator, the Office of Thrift Supervision, to acquire
Maritime  Bank & Trust  Company  ("Maritime")  on a stock for  stock  basis in a
tax-free exchange. Shareholders of Maritime will receive 1.091 shares of Webster
common stock for each share of Maritime common stock. Maritime shareholders will
vote on the proposed  acquisition at a shareholder  meeting  scheduled for April
20, 1999.





                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                      WEBSTER FINANCIAL CORPORATION
                                      (Registrant)



                                       /s/ John V. Brennan
                                       ---------------------------------
                                       John V. Brennan
                                       Executive Vice President,
                                          Chief Financial Officer and Treasurer





Date: April 8, 1999