SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 22, 2004

WEBSTER FINANCIAL CORPORATION.

(Exact name of registrant as specified in its charter)


Delaware 001-31486 06-1187536



(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


Webster Plaza, Waterbury, Connecticut 06702

(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 578-2476

Not Applicable

(Former name or former address, if changed since last report)


Item 7.        Financial Statements and Exhibits

(a) Not applicable.  
(b) Not applicable.  
(c) Exhibits.  
  Exhibit No. Description
  99.1 Press release dated, January 22, 2004.

Item 12.       Result of Operations and Financial Condition

On January 22, 2004, Webster Financial Corporation issued a press release describing its results of operations for the fiscal quarter ending December 31, 2003. That press release is attached hereto as Exhibit 99.1.

In addition, a conference call covering Webster’s 2003 fourth quarter earnings announcement was held Thursday, January 22, 2004. A replay of the call can be heard through Webster’s investor relations website at www.wbst.com, or by calling 1-888-286-8010 (Access Code: 77175143).



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/ William J. Healy                        
Executive Vice President and
Chief Financial Officer
 

Date: January 23, 2004


EXHIBIT INDEX

  Exhibit No. Description
  99.1 Press release dated, January 22, 2004.