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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): July 27, 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 July 27, 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 July 27, 2004, Westborough Financial Services, Inc. announced its
earnings for the third quarter of the 2004 fiscal year.  A copy of the
press release dated July 27, 2004, describing third 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: July 27, 2004





                                EXHIBIT INDEX

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

  99.1       Press Release dated July 27, 2004.