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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sandberg Louise T 		2. Issuer Name and Ticker or Trading Symbol

People's United Financial, Inc. [ PBCT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Exec. VP
(Last)          (First)          (Middle)

PEOPLE'S UNITED BANK, 850 MAIN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/16/2012
(Street)

BRIDGEPORT, CT 06604
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/16/2012     F    436   (1) D $13.54   114582   (2) D    
Common Stock   1/17/2012     F    5012   (3) D $13.66   109570   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents shares withheld in payment of taxes due on vesting of restricted shares. Price reported is the average of the high and low prices for the common stock as reported by the Nasdaq Stock Market on the last business day immediately preceding the transaction date.
( 2)  Includes 5,738 shares owned indirectly through the People's United Bank 401(k) Plan (including 276 shares acquired through dividend reinvestment). Information is based on 12/31/11 Plan statement. Also includes 1,392 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 67 shares acquired through dividend reinvestment) based on preliminary 12/31/11 Plan statement, which does not reflect annual allocation of shares for 2011 (still in process of calculation).
( 3)  Represents shares withheld in payment of taxes due on vesting of restricted shares. Price reported is the average of the high and low prices for the common stock as reported by the Nasdaq Stock Market on the transaction date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sandberg Louise T
PEOPLE'S UNITED BANK
850 MAIN STREET
BRIDGEPORT, CT 06604

Senior Exec. VP

Signatures
/s/ Louise T. Sandberg 1/18/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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