exhibit 23.2



                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Webster Financial Corporation:


We consent to incorporation by reference of our report dated January 22, 2002,
which report appears in the December 31, 2001 annual report on Form 10-K of
Webster Financial Corporation, incorporated by reference in this Registration
Statement on Form S-3 related to the registration of shares for the acquisition
of Fleming, Perry & Cox, Inc. by Webster Financial Corporation, and to the
reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP
---------------------
Hartford, Connecticut
October 28, 2002