Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 7, 2007, the Board of Directors of Webster Preferred Capital Corporation (the “Corporation”) amended Article VI of the Corporation’s Bylaws to permit the issuance and transfer of the Corporations shares in uncertificated form. By being able to issue uncertificated shares, the Company may participate in a “direct registration program” as required by The NASDAQ Stock Market LLC rules by January 1, 2008. Participation in a direct registration program enables investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.

The foregoing description of the adopted amendments to the Corporation’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Corporation’s amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended Bylaws of Webster Preferred Capital Corporation.

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.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended Bylaws of Webster Preferred Capital Corporation.