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EXHIBIT 31.2

CERTIFICATION

I, Gregory S. Madar, certify that:

1.     I have reviewed this annual report on Form 10-K of Webster Preferred
Capital Corporation.

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:



| | a) |  | designed such disclosure controls and procedures or caused
such disclosure controls and procedures to be designed under our
supervision to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this annual report is being prepared;
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|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures; and presented in this annual report our
conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based
on such evaluation; and                                                                                         
|
| | c) |  | disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth
quarter in case of an annual report) that has materially affected,
or is reasonably likely to affect, the registrants internal control
over financial reporting and;                  

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| | a) |  | all significant deficiencies and material weaknesses in the design or
operations of internal controls over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
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|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls.                                                                                                                                                                                                                 

|                     |  |                                         
|-------------------- |  | ----------------------------------------
|Date: March 11, 2004
|                     |  |                                         
|By:                  |  | /s/ Gregory S. Madar                    
|                     |  |                                         
|                     |  | SVP, Treasurer & Assistant Secretary    
|                     |  | Principal Financial & Accounting Officer

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