Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
SMITH JAMES COPENHAVER
 2. Issuer Name and Ticker or Trading Symbol
WEBSTER FINANCIAL CORP [WBS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & Chief Executive Off
(Last)
(First)
(Middle)

WEBSTER PLAZA		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


WATERBURY, CT 06702		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             154,895 D  
Common Stock             62,493 (1) I 401(k) plan
Common Stock             21,449 (2) I ESOP
Common Stock             50,010 I Directly by spouse
Common Stock             5,698 I Directly by spouse - IRA
Common Stock             9,546 I Custody for children
Common Stock             1,081 I ESPP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 22.81           10/23/2003 10/23/2010 Common Stock
247,925
  247,925
D
 
Stock Options (Right to buy) $ 24.625           12/07/2002 12/07/2009 Common Stock
44,700
  44,700
D
 
Stock Options (Right to buy) $ 29.84           12/17/2004 12/17/2011 Common Stock
61,975
  61,975
D
 
Stock Options (Right to buy) $ 34.6           12/16/2003 12/16/2012 Common Stock
62,525
  62,525 (3)
D
 
Stock Options (Right to buy) $ 45.55           12/15/2004 12/15/2013 Common Stock
65,728
  65,728 (3)
D
 
Stock Options (Right to buy) $ 49.62           12/20/2005 12/20/2014 Common Stock
60,707
  60,707 (3)
D
 
Stock Option $ 9.9375           01/23/1995 01/23/2005 Common Stock
68,800
  68,800
D
 
Stock Option $ 14           01/22/1999 01/22/2006 Common Stock
4,600
  4,600
D
 
Stock Option $ 14.0625           12/19/1998 12/19/2005 Common Stock
31,200
  31,200
D
 
Stock Option $ 19.0938           12/23/1998 12/23/2006 Common Stock
36,900
  36,900
D
 
Stock Option $ 31.75           12/15/2000 12/15/2007 Common Stock
44,000
  44,000
D
 
Stock Option $ 33.75           04/30/1998 04/30/2008 Common Stock
200,000
  200,000
D
 
Stock Option $ 33.875           06/30/1998 06/30/2008 Common Stock
200,000
  200,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH JAMES COPENHAVER
WEBSTER PLAZA
WATERBURY, CT 06702		   X     Chairman & Chief Executive Off  

Signatures

Renee P. Seefried by Power of Atty. 02/11/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Between January 1, 2004 and December 31, 2004, the reporting person acquired 1,483 shares of Webster common stock under the Webster 401(k) plan.
(2) Amount increased by actions of plan administrators.
(3) 4 yr. incremental vesting - 25% vests each year for 4 years

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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