SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

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

Date of Report (Date of earliest event reported): April 12, 2004

WEBSTER FINANCIAL CORPORATION.

Webster Plaza, Waterbury, Connecticut 06702

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

Not Applicable

Item 5. Other Events.

On April 12, 2004, Webster Financial Corporation (the “Company”), the holding company for Webster Bank, sold $150,000,000 of its 5.125% senior notes due April 15, 2014 (the “Senior Notes”) in an underwritten public offering. The Company received approximately $148,305,000 in net proceeds (before expenses) from the offering.

The offering was made pursuant to a Prospectus Supplement dated April 6, 2004 and filed with the SEC on April 8, 2004 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, as part of the Company’s universal shelf registration statement on Form S-3 (Reg. No. 333-114091).

Copies of the: (1) Underwriting Agreement, dated April 6, 2004, among the Company and the Underwriters named therein, (2) form of global 5.125% senior note due April 15, 2014, (3) Senior Debt Indenture, dated April 12, 2004, between the Company and The Bank of New York, as trustee, (4) Supplemental Indenture, dated April 12, 2004, between the Company and The Bank of New York, as trustee, and (5) the Opinion of Hogan & Hartson L.L.P. regarding legality of the Senior Notes, are attached as Exhibits 1.1, 3.1, 4.1, 4.2 and 5.1, respectively, to this Current Report on Form 8-K, and incorporated by reference herein.

Item 7. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

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.

Date: April 12, 2004

EXHIBIT INDEX