SECURITIES AND EXCHANGE COMMISSION

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) December 3, 2004

Webster Financial Corporation.

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     On December 3, 2004, Webster Financial Corporation (“Webster”) completed its acquisition of First City Bank (“First City”) pursuant to an Agreement and Plan of Merger, dated July 16, 2004, by and among Webster, Webster Bank, National Association (“Webster Bank”), and First City (the “Merger Agreement”). The Merger Agreement provided for the merger of First City with and into Webster Bank, with Webster Bank being the surviving corporation and continuing to be a wholly owned subsidiary of Webster.

     Webster’s press release, dated December 6, 2004, announcing the completion of the acquisition is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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