UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G Amendment No. 4
As of March 1, 2005
(Name of Issuer)
Webster Financial Corporation
(Title of Class of Securities)
Common Stock
(CUSIP Number)
947890109
Rule 13d-1(b)
NAME OF REPORTING PERSON
Private Capital Management
I.R.S. IDENTIFICATION NO.
59-3654603
MEMBER OF A GROUP?
(b) X
PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 5,338,861
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 5,338,861
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,338,861
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
9.96%
TYPE OF REPORTING PERSON
IA
NAME OF REPORTING PERSON
Bruce S. Sherman
I.R.S. IDENTIFICATION NO.
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 3,115
SHARED VOTING POWER 5,345,861
SOLE DISPOSITIVE POWER 3,115
SHARED DISPOSITIVE POWER 5,345,861
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,348,976
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(yes)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
9.97%
TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
Gregg J. Powers
I.R.S. IDENTIFICATION NO.
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 5,338,861
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 5,338,861
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,338,861
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(yes)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
9.96%
ITEMS 1 - 10 OF GENERAL INSTRUCTIONS
Item 1.
(a)Name of Issuer: Webster Financial Corporation
(b)Address of Issuer: Webster Plaza, Waterbury, CT 06702
Item 2.
(a)Name of Person Filing: See Exhibit 1
(b)Address of Person Filing: 8889 Pelican Bay Blvd., Naples, FL 34108
(c)Citizenship: See Exhibit 1
(d)Title of Class of Securities: Common Stock
(e)CUSIP Number: 947890109
Item 3.
The reporting person is filing as an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership
(a)Amount Beneficially Owned: See Exhibit 1
(b)Percent of Class: See Exhibit 1
(c)Number of Shares as to which such person has:
(i)sole power to vote or to direct the vote:
See Exhibit 1
(ii)shared power to vote or to direct the vote:
See Exhibit 1
(iii)sole power to dispose or to direct the disposition of:
See Exhibit 1
(iv)shared power to dispose or to direct the disposition of:
See Exhibit 1
Item 5. Ownership of Five Percent or Less of Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: See Exhibit 2
Signature: See Exhibit 2
Name/Title: See Exhibit 2
Exhibit 1
Item 2.
(a) Name of Person Filing
1) Private Capital Management, L.P.
2) Bruce S. Sherman
3) Gregg J. Powers
(c)Citizenship
1) Delaware
2) U.S.
3) U.S.
Item 4.
(a) Amount Beneficially Owned*
1) 5,338,861
2) 5,348,976
3) 5,338,861
(b) Percent of Class
1) 9.96%
2) 9.97%
3) 9.96%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1) 0
2) 3,115
3) 0
(ii) shared power to vote or to direct the vote**
1) 5,338,861
2) 5,345,861
3) 5,338,861
(iii) sole power to dispose or to direct the disposition of
1) 0
2) 3,115
3) 0
(iv) shared power to dispose or to direct the disposition of
1) 5,338,861
2) 5,345,861
3) 5,338,861
* Bruce S. Sherman is CEO of Private Capital Management (PCM)
and Gregg J. Powers is President of PCM. In these capacities, Messrs.
Sherman and Powers exercise shared dispositive power with respect
to shares held by PCM's clients and managed by PCM. Messrs. Sherman
and Powers disclaim beneficial ownership for the shares
held by PCM's clients and disclaim the existence of a group.
** Bruce S. Sherman and Gregg J. Powers as, respectively, the CEO
and President of PCM, exercise shared voting authority with respect to
shares held by those PCM clients that have delegated proxy voting
authority to PCM. Such delegation may be granted or revoked at any
time at the client's discretion.
Exhibit 2
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: March 10, 2005
_____________________________________
Bruce S. Sherman
as CEO, PCM
as, individual, as applicable
______________________________________
Gregg J. Powers
as President, PCM
as, individual, as applicable