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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                       ______________________________

                                  FORM 8-K
                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                       ______________________________

     Date of report (Date of earliest event reported): January 29, 2004


                    WESTBOROUGH FINANCIAL SERVICES, INC.
           (Exact name of registrant as specified in its charter)


        Massachusetts              000-27997             04-3504121
(State or other jurisdiction      (Commission          (IRS Employer
      of incorporation)           File Number)      Identification No.)

                  100 E. Main Street, Westborough, MA 01581
             (Address of principal executive offices)(Zip Code)

     Registrant's telephone number, including area code: (508) 366-4111

                               Not Applicable
        (Former name or former address, if changed since last report)





Items 1 through 6.      Not applicable.

Item 7.     Financial Statements and Exhibits

      (a)   No financial statements are required to be filed with this
            report.

      (b)   No pro forma financial information is required to be filed with
            this report.

      (c)   The following exhibit is filed with this Report:

      Exhibit No.    Description
      -----------    -----------

      99.1           Press release issued by Westborough Financial
                     Services, Inc. on January 29, 2004, furnished in
                     accordance with Item 12 of this Current Report on Form
                     8-K.

Items 8 through 11.     Not applicable.

Item 12.    Results of Operations and Financial Condition

      On January 29, 2004, Westborough Financial Services, Inc. announced
its earnings for the first quarter of the 2004 fiscal year. A copy of the
press release dated January 29, 2004, describing first quarter earnings is
attached as Exhibit 99.1.

      This information and Exhibit 99.1 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.





                                 SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                       WESTBOROUGH FINANCIAL SERVICES, INC.


                                       By: /s/ John L. Casagrande
                                           --------------------------------
                                           John L. Casagrande
                                           Senior Vice President, Treasurer
                                           and Clerk

Date: January 30, 2004





                                EXHIBIT INDEX

Exhibit    Description
- -------    -----------

 99.1      Press Release dated January 29, 2004.