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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 21, 1999

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

         DELAWARE                         0-15213               06-1187536    
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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
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                                 NOT APPLICABLE
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           (Former name or former address, if changed since last report)





ITEM 5.  OTHER EVENTS.

      On April 21, 1999, Webster Financial  Corporation,  a Delaware corporation
("Webster"),  completed its  acquisition  of the assets and business of Maritime
Bank & Trust Company,  a Connecticut  chartered  commercial  bank  ("Maritime"),
pursuant to an Agreement and Plan of Merger,  dated as of November 3, 1998 ("the
"Merger Agreement"). Maritime shareholders approved the Merger Agreement and the
acquisition at a special meeting held on April 20, 1999.

      Webster  Financial  received  an  approval  dated  April 30, 1999 from its
primary regulator, the Office of Thrift Supervision, to acquire Village Bancorp,
Inc.  ("Village") on a stock for cash and/or stock basis.  Each share of Village
common stock will be converted  into (i) $23.50 in cash,  (ii) 0.8545 of a share
of Webster  common  stock,  or (iii) a  combination  of cash and Webster  common
stock.  Village  shareholders  approved  the proposed  acquisition  at a special
meeting of shareholders held on May 4, 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
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                                      (Registrant)

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

Date: May 6, 1999