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): February 5, 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 5.      Other Events

In February 2004, the Office of the Comptroller of the Currency approved Webster Bank’s application to convert from a federal savings bank to a national bank. The approval is subject to customary conditions. Webster Financial Corporation has filed its notice to become a bank holding company and a declaration to be a financial holding company with the Board of Governors of the Federal Reserve System. Webster expects to complete the Bank conversion in the second quarter of 2004.


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                        
William J. Healy
Executive Vice President and
Chief Financial Officer
 

Date: February 20, 2004