<PAGE>

As filed with the Securities and
Exchange Commission on August 17, 2001             Registration No. 333-
============================================================================

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

                               _______________

                                  Form S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

                               _______________

                    Westborough Financial Services, Inc.
           (Exact name of registrant as specified in its charter)

         Massachusetts                                      04-3504121
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                             100 E. Main Street
                            Westborough, MA 01581
                               (508) 366-4111
        (Address, including Zip Code, of principal executive offices)

                               _______________

         Westborough Financial Services, Inc. 2001 Stock Option Plan
                                     and
 Westborough Financial Services, Inc. 2001 Recognition and Retention Plan

                          (Full title of the Plans)

                               _______________

                          Mr. Joseph F. MacDonough
                    President and Chief Executive Officer
                              Westborough Bank
                             100 E. Main Street
                            Westborough, MA 01581
                               (508) 366-4111

                                  Copy to:
                          Richard A. Schaberg, Esq.
                  1700 Pennsylvania Avenue, N.W., Suite 800
                            Washington, DC 20006
                               (202) 347-8400
           (Name and address, including Zip Code, telephone number
                    and area code, of agent for service)

                               _______________

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
                                                     Proposed Maximum    Proposed Maximum       Amount of
Title of Securities                  Amount to        Offering Price         Aggregate         Registration
to be Registered                 be Registered(1)        Per Share       Offering Price (2)         Fee
-----------------------------------------------------------------------------------------------------------

<s>                                   <c>                  <c>               <c>                  <c>
Common Stock, $0.01 par value         77,487               (2)               $980,419.20          $245.11
===========================================================================================================

<FN>
<F1>  Based on the total number of shares of common stock of Westborough
      Financial Services, Inc. (the "Company") reserved for issuance upon
      the exercise of options granted pursuant to the Westborough Financial
      Services, Inc. 2001 Stock Option Plan ("Option Plan") and the total
      number of shares of common stock authorized for awards under the
      Westborough Financial Services, Inc. 2001 Recognition and Retention
      Plan (the "RRP"). There are 55,348 shares of common stock reserved for
      awards under the Option Plan and 22,139 shares authorized for awards
      under the RRP (collectively, the "Plans"). In addition to such shares,
      this registration statement also covers an undetermined number of
      shares of common stock of the Company that, by reason of certain
      events specified in the Plans, may become issuable upon exercise of
      options or grant of awards through the application of certain anti-
      dilution provisions.
<F2>  Estimated solely for purpose of calculating the registration fee in
      accordance with Rule 457 of the Securities Act of 1933, pursuant to
      which a total of 45,600 shares subject to outstanding options are
      deemed to be offered at $10.312 per share and a total of 31,887
      restricted shares and shares that may be acquired upon exercise of
      options granted in the future are deemed to be offered at $16.00 per
      share, the average of the daily high and low sales prices of common
      stock of the Company on the Over the Counter Bulletin Board at the
      close of trading on August 13, 2001.
</FN>
</TABLE>
============================================================================


<PAGE>

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

      Not required to be filed with the Commission.

      Note: The documents containing the information specified in this Part
I will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities Act of 1933, as amended ("Securities Act").
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3
of Part II of this registration statement, taken together, constitute
prospectuses that meet the requirements of Section 10(a) of the Securities
Act.

                                   PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents and information heretofore filed with the
Commission by Westborough Financial Services, Inc. (the "Registrant") (File
No. 000-27997) are incorporated by reference in this registration statement
and the prospectuses to which this registration statement relates:

      (1)   the description of Westborough Financial's common stock
            contained in Westborough Financial's Registration Statement on
            Form SB-2 dated June 4, 1999, Registration No. 333-80075, as
            amended by Amendment No. 1 to Form SB-2 dated October 1, 1999,
            and any amendments thereto;

      (2)   Westborough Financial's Annual Report on Form 10-KSB for the
            year ended September 30, 2000; and

      (3)   Westborough Financial's Quarterly Reports on Form 10-QSB for the
            periods ending December 31, 2000, March 31, 2001, and June 30,
            2001.

      All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filings
specifically set forth above and prior to the date of the termination of the
offering of the common stock offered hereby shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained
herein or in any document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.


<PAGE>

      Westborough Financial Services, Inc. will provide without charge to
each person to whom the prospectuses are delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein
by reference (other than exhibits to such documents). Written requests
should be directed to Joseph F. MacDonough, Westborough Financial Services,
Inc., 100 East Main Street, Westborough, Massachusetts 01581, telephone
number (508) 366-4111.

      All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information
appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Article VI, Section 6.7 of the Articles of Organization of Westborough
Financial Services, Inc. (the "Company") provides that any person involved
in a proceeding by reason of his or her position as a director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise, will be indemnified and held harmless to
the fullest extent allowed by the Massachusetts Business Corporation Law.
Such persons are indemnified against all expense, liability and loss caused
by acts in good faith and reasonably believed to be in the best interests of
the Company. Proceedings initiated by the indemnitee himself must be
authorized by the Board of Directors of the Company, except for suits
brought to enforce a right to indemnification. Section 6.7 further provides
that the Company may maintain insurance to protect itself and any director,
officer, employee or agent against any expense, whether or not the Company
would have the power under the Massachusetts Business Corporation Law to
indemnify such person for the expense. Section 6.7 additionally grants the
Company the right to execute independent indemnification contracts on any
terms not prohibited by law.

      Article VI, Section 6.8 of the Company's Articles of Organization
relieves directors from personal liability for breaches of their fiduciary
duties. However, Section 6.8 does not eliminate or limit such liability (i)
for any breach of a director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections
61 or 62 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the
director derived an improper personal benefit.

      Article XI of The Westborough Bank's (the "Bank") Bylaws provide that
it shall indemnify any person against whom an action is brought or
threatened because that person is or was a legal representative, director,
officer, employee or agent of the Bank, provided that such person acted in
good faith in the reasonable belief that such action was in, or not opposed
to, the best interest of the Bank.

      Article VI of the Bylaws of Westborough, MHC (the "Mutual Company")
provides for indemnification of officers, corporators, trustees and
employees for actions taken in good faith and reasonably believed to be in
the best interests of the Mutual Company. Article VI also contains

                                     -2-


<PAGE>

provisions on insurance and independent indemnification contracts that are
similar to the provisions of Section 6.7 of the Company's Articles of
Organization.

      The Company is party to an Employment Agreement with each of Messrs.
Joseph F. MacDonough and John L. Casagrande (the "Senior Executives"). These
Employment Agreements provide for the Company to indemnify and insure the
Senior Executives against personal liability for acts or omissions in
connection with service to the Company or the Bank. The insurance coverage
provided to the Senior Executives is required to be of the same scope and on
the same terms and conditions as the coverage (if any) provided to other
current or former officers or directors of the Company and the Bank. The
Company must also indemnify the Senior Executives to the fullest extent and
on the most favorable terms and conditions that similar indemnification is
offered to any current or former director or officer of the Company, the
Bank, or any subsidiary or affiliate thereof.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibits Index.

Item 9.  Undertakings.

      A.    Rule 415 offering. The undersigned Registrant hereby undertakes:
            ------------------

            1.    To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  registration statement:

                  a.    To include any prospectus required by Section
                        10(a)(3) of the Securities Act;

                  b.    To reflect in the prospectus any facts or events
                        arising after the effective date of the registration
                        statement (or the most recent post-effective
                        amendment thereof) which, individually or in the
                        aggregate, represent a fundamental change in the
                        information set forth in the registration statement.
                        Notwithstanding the foregoing, any increase or
                        decrease in volume of securities offered (if the
                        total dollar value of securities offered would not
                        exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to
                        Rule 424(b)) if, in the aggregate, the changes in
                        volume and price represent no more than 20% change
                        in the maximum aggregate offering price set forth in
                        the "Calculation of Registration Fee" table in the
                        effective registration statement; and

                  c.    To include any material information with respect to
                        the plan of distribution not previously disclosed in
                        the registration statement or any material change to
                        such information in the registration statement;

                                     -3-


<PAGE>

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3 or Form S-8, and
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      registrant pursuant to Section 13 or 15(d) of the Exchange Act that
      are incorporated by reference in the registration statement.

            2.    That, for the purpose of determining liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed
                  to be the initial bona fide offering thereof.

            3.    To remove from registration by means of a post-effective
                  amendment any of the securities being registered which
                  remain unsold at the termination of the offering.

      B.    Filings incorporating subsequent Exchange Act documents by
            ----------------------------------------------------------
            reference. The undersigned Registrant hereby undertakes that,
            ----------
            for purposes of determining any liability under the Securities
            Act, each filing of the Registrant's annual report pursuant to
            Section 13(a) or 15(d) of the Exchange Act (and, where
            applicable, each filing of an employee benefit plan's annual
            report pursuant to Section 15(d) of the Exchange Act) that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration statement relating to the
            securities offered therein and the offering of such securities
            at that time shall be deemed to be the initial bona fide
            offering thereof.

      C.    Incorporated annual and quarterly reports. The undersigned
            ------------------------------------------
            Registrant hereby undertakes to deliver or cause to be delivered
            with the prospectus, to each person to whom the prospectus is
            sent or given, the latest annual report to security holders that
            is incorporated by reference in the prospectus and furnished
            pursuant to and meeting the requirements of Rule 14a-3 or Rule
            14c-3 under the Exchange Act; and, where interim financial
            information required to be presented by Article 3 of Regulation
            S-X are not set forth in the prospectus, to deliver, or cause to
            be delivered to each person to whom the prospectus is sent or
            given, the latest quarterly report that is specifically
            incorporated by reference in the prospectus to provide such
            interim financial information.

      D.    Filing of registration on Form S-8. Insofar as indemnification
            -----------------------------------
            for liabilities arising under the Securities Act may be
            permitted to directors, officers and controlling persons of the
            Registrant pursuant to the foregoing provisions, or otherwise,
            the Registrant has been advised that in the opinion of the
            Commission such indemnification is against public policy as
            expressed in the Securities Act and is, therefore,
            unenforceable. In the event that a claim for indemnification
            against such liabilities (other than the payment by the
            Registrant for expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful
            defense of any action, suit or proceeding) is asserted by such
            director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by
            controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act and
            will be governed by the final adjudication of such issue.

                                     -4-


<PAGE>

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westborough, Commonwealth of Massachusetts on the
31 day of July, 2001.

                                       Westborough Financial Services, Inc.
                                       (Registrant)


                                       By:  /s/ Joseph F. MacDonough
                                            --------------------------------
                                            Joseph F. MacDonough
                                            President, Chief Executive
                                            Officer and Director

                                     -5-


<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


         SIGNATURE                        TITLE                    DATE
         ---------                        -----                    ----

/s/ Joseph F. MacDonough       President, Chief Executive      July 30, 2001
---------------------------    Officer (Principal Executive
Joseph F. MacDonough           Officer) and Director

/s/ John L. Casagrande         Vice President and Treasurer    July 30, 2001
---------------------------    (Principal Financial and
John L. Casagrande             Accounting Officer)

                               Director                        July 30, 2001
---------------------------
Nelson P. Ball

/s/ Edward S. Bilzerian        Director                        July 30, 2001
---------------------------
Edward S. Bilzerian

/s/ David E. Carlstrom         Director                        July 30, 2001
---------------------------
David E. Carlstrom

/s/ William W. Cotting, Jr.    Director                        July 30, 2001
---------------------------
William W. Cotting, Jr.

/s/ Robert G. Daniel           Director                        July 30, 2001
---------------------------
Robert G. Daniel

/s/ Earl H. Hutt               Director                        July 30, 2001
---------------------------
Earl H. Hutt

/s/ Walter A. Kinell, Jr       Director                        July 30, 2001
---------------------------
Walter A. Kinell, Jr.

/s/ Robert A. Klugman          Director                        July 30, 2001
---------------------------
Robert A. Klugman

/s/ Roger B. Leland            Director                        July 30, 2001
---------------------------
Roger B. Leland

                               Director                        July 30, 2001
---------------------------
Paul F. McGrath

                                     -6-


<PAGE>

/s/ Charlotte C. Spinney       Director                        July 30, 2001
---------------------------
Charlotte C. Spinney

/s/ Phyllis A. Stone           Director                        July 30, 2001
---------------------------
Phyllis A. Stone

/s/ James E. Tashjian          Director                        July 30, 2001
---------------------------
James E. Tashjian

/s/ Daniel G. Tear             Director                        July 30, 2001
---------------------------
Daniel G. Tear

                                     -7-


<PAGE>

      Pursuant to the requirements of the Securities Exchange Act of 1933,
the directors (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Westborough,
Commonwealth of Massachusetts, on July 30, 2001.

    Westborough Financial Services, Inc. 2001 Recognition and Retention Plan
                 Westborough Financial Services, Inc. 2001 Stock Option Plan


                                       /s/ Joseph F. MacDonough
                                       -----------------------------------
                                       By: Joseph F. MacDonough
                                           President, Chief Executive
                                           Officer and Director

                                     -8-


<PAGE>

                               EXHIBITS INDEX

Exhibit
Number               Description of Exhibits
----------------------------------------------------------------------------

 4.1    Articles of Organization of Westborough Financial Services, Inc.,
        incorporated by reference to the Registrant's Registration Statement
        on Form SB-2, dated October 1, 1999, Registration No. 333-80075, and
        any amendments thereto.

 4.2    Bylaws of Westborough Financial Services, Inc., incorporated by
        reference to the Registrant's Registration Statement on Form SB-2,
        dated October 1, 1999, Registration No. 333-80075, and any
        amendments thereto.

 4.3    Form of Stock Certificate of Westborough Financial Services, Inc.,
        incorporated by reference to the Registrant's Registration Statement
        on Form SB-2, dated October 1, 1999, Registration No. 333-80075, and
        any amendments thereto.

 5.1    Opinion of Thacher Proffitt & Wood as to the legality of the
        securities being registered.

23.1    Consent of Wolf & Company, P.C.

23.2    Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).

99.1    Westborough Financial Services, Inc. 2001 Stock Option Plan filed on
        December 26, 2000 as Appendix A to Registrant's Proxy Statement on
        Schedule 14A, is incorporated herein by reference.

99.2    Westborough Financial Services, Inc. 2001 Recognition and Retention
        Plan filed on December 26, 2000 as Appendix B to Registrant's Proxy
        Statement on Schedule 14A, is incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "wbor-s8.txt", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 25053}]
{"company-data": {"conformed-name": "WESTBOROUGH FINANCIAL SERVICES INC", "cik": "0001087843", "assigned-sic": "6035", "irs-number": "043504121", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67888", "film-number": "1718339"}, "business-address": {"street1": "100 E MAIN ST", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5083664111"}, "mail-address": {"street1": "100 E MAIN ST", "city": "WAWESTBOROUGH", "state": "MA", "zip": "01581"}}
As filed with the Securities and
Exchange Commission on August 17, 2001             Registration No. 333-
============================================================================

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

                               _______________

                                  Form S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

                               _______________

                    Westborough Financial Services, Inc.
           (Exact name of registrant as specified in its charter)

         Massachusetts                                      04-3504121
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                             100 E. Main Street
                            Westborough, MA 01581
                               (508) 366-4111
        (Address, including Zip Code, of principal executive offices)

                               _______________

         Westborough Financial Services, Inc. 2001 Stock Option Plan
                                     and
 Westborough Financial Services, Inc. 2001 Recognition and Retention Plan

                          (Full title of the Plans)

                               _______________

                          Mr. Joseph F. MacDonough
                    President and Chief Executive Officer
                              Westborough Bank
                             100 E. Main Street
                            Westborough, MA 01581
                               (508) 366-4111

                                  Copy to:
                          Richard A. Schaberg, Esq.
                  1700 Pennsylvania Avenue, N.W., Suite 800
                            Washington, DC 20006
                               (202) 347-8400
           (Name and address, including Zip Code, telephone number
                    and area code, of agent for service)

                               _______________

                       CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                     Proposed Maximum    Proposed Maximum       Amount of
Title of Securities                  Amount to        Offering Price         Aggregate         Registration
to be Registered                 be Registered(1)        Per Share       Offering Price (2)         Fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value         77,487               (2)               $980,419.20          $245.11
===========================================================================================================
Based on the total number of shares of common stock of Westborough
      Financial Services, Inc. (the "Company") reserved for issuance upon
      the exercise of options granted pursuant to the Westborough Financial
      Services, Inc. 2001 Stock Option Plan ("Option Plan") and the total
      number of shares of common stock authorized for awards under the
      Westborough Financial Services, Inc. 2001 Recognition and Retention
      Plan (the "RRP"). There are 55,348 shares of common stock reserved for
      awards under the Option Plan and 22,139 shares authorized for awards
      under the RRP (collectively, the "Plans"). In addition to such shares,
      this registration statement also covers an undetermined number of
      shares of common stock of the Company that, by reason of certain
      events specified in the Plans, may become issuable upon exercise of
      options or grant of awards through the application of certain anti-
      dilution provisions.
Estimated solely for purpose of calculating the registration fee in
      accordance with Rule 457 of the Securities Act of 1933, pursuant to
      which a total of 45,600 shares subject to outstanding options are
      deemed to be offered at $10.312 per share and a total of 31,887
      restricted shares and shares that may be acquired upon exercise of
      options granted in the future are deemed to be offered at $16.00 per
      share, the average of the daily high and low sales prices of common
      stock of the Company on the Over the Counter Bulletin Board at the
      close of trading on August 13, 2001.
============================================================================
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

      Not required to be filed with the Commission.

      Note: The documents containing the information specified in this Part
I will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities Act of 1933, as amended ("Securities Act").
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3
of Part II of this registration statement, taken together, constitute
prospectuses that meet the requirements of Section 10(a) of the Securities
Act.

                                   PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents and information heretofore filed with the
Commission by Westborough Financial Services, Inc. (the "Registrant") (File
No. 000-27997) are incorporated by reference in this registration statement
and the prospectuses to which this registration statement relates:

      (1)   the description of Westborough Financial's common stock
            contained in Westborough Financial's Registration Statement on
            Form SB-2 dated June 4, 1999, Registration No. 333-80075, as
            amended by Amendment No. 1 to Form SB-2 dated October 1, 1999,
            and any amendments thereto;

      (2)   Westborough Financial's Annual Report on Form 10-KSB for the
            year ended September 30, 2000; and

      (3)   Westborough Financial's Quarterly Reports on Form 10-QSB for the
            periods ending December 31, 2000, March 31, 2001, and June 30,
            2001.

      All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filings
specifically set forth above and prior to the date of the termination of the
offering of the common stock offered hereby shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained
herein or in any document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Westborough Financial Services, Inc. will provide without charge to
each person to whom the prospectuses are delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein
by reference (other than exhibits to such documents). Written requests
should be directed to Joseph F. MacDonough, Westborough Financial Services,
Inc., 100 East Main Street, Westborough, Massachusetts 01581, telephone
number (508) 366-4111.

      All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information
appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Article VI, Section 6.7 of the Articles of Organization of Westborough
Financial Services, Inc. (the "Company") provides that any person involved
in a proceeding by reason of his or her position as a director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise, will be indemnified and held harmless to
the fullest extent allowed by the Massachusetts Business Corporation Law.
Such persons are indemnified against all expense, liability and loss caused
by acts in good faith and reasonably believed to be in the best interests of
the Company. Proceedings initiated by the indemnitee himself must be
authorized by the Board of Directors of the Company, except for suits
brought to enforce a right to indemnification. Section 6.7 further provides
that the Company may maintain insurance to protect itself and any director,
officer, employee or agent against any expense, whether or not the Company
would have the power under the Massachusetts Business Corporation Law to
indemnify such person for the expense. Section 6.7 additionally grants the
Company the right to execute independent indemnification contracts on any
terms not prohibited by law.

      Article VI, Section 6.8 of the Company's Articles of Organization
relieves directors from personal liability for breaches of their fiduciary
duties. However, Section 6.8 does not eliminate or limit such liability (i)
for any breach of a director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections
61 or 62 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the
director derived an improper personal benefit.

      Article XI of The Westborough Bank's (the "Bank") Bylaws provide that
it shall indemnify any person against whom an action is brought or
threatened because that person is or was a legal representative, director,
officer, employee or agent of the Bank, provided that such person acted in
good faith in the reasonable belief that such action was in, or not opposed
to, the best interest of the Bank.

      Article VI of the Bylaws of Westborough, MHC (the "Mutual Company")
provides for indemnification of officers, corporators, trustees and
employees for actions taken in good faith and reasonably believed to be in
the best interests of the Mutual Company. Article VI also contains

                                     -2-
provisions on insurance and independent indemnification contracts that are
similar to the provisions of Section 6.7 of the Company's Articles of
Organization.

      The Company is party to an Employment Agreement with each of Messrs.
Joseph F. MacDonough and John L. Casagrande (the "Senior Executives"). These
Employment Agreements provide for the Company to indemnify and insure the
Senior Executives against personal liability for acts or omissions in
connection with service to the Company or the Bank. The insurance coverage
provided to the Senior Executives is required to be of the same scope and on
the same terms and conditions as the coverage (if any) provided to other
current or former officers or directors of the Company and the Bank. The
Company must also indemnify the Senior Executives to the fullest extent and
on the most favorable terms and conditions that similar indemnification is
offered to any current or former director or officer of the Company, the
Bank, or any subsidiary or affiliate thereof.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibits Index.

Item 9.  Undertakings.

      A.    Rule 415 offering. The undersigned Registrant hereby undertakes:
            ------------------

            1.    To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  registration statement:

                  a.    To include any prospectus required by Section
                        10(a)(3) of the Securities Act;

                  b.    To reflect in the prospectus any facts or events
                        arising after the effective date of the registration
                        statement (or the most recent post-effective
                        amendment thereof) which, individually or in the
                        aggregate, represent a fundamental change in the
                        information set forth in the registration statement.
                        Notwithstanding the foregoing, any increase or
                        decrease in volume of securities offered (if the
                        total dollar value of securities offered would not
                        exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to
                        Rule 424(b)) if, in the aggregate, the changes in
                        volume and price represent no more than 20% change
                        in the maximum aggregate offering price set forth in
                        the "Calculation of Registration Fee" table in the
                        effective registration statement; and

                  c.    To include any material information with respect to
                        the plan of distribution not previously disclosed in
                        the registration statement or any material change to
                        such information in the registration statement;

                                     -3-
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3 or Form S-8, and
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      registrant pursuant to Section 13 or 15(d) of the Exchange Act that
      are incorporated by reference in the registration statement.

            2.    That, for the purpose of determining liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed
                  to be the initial bona fide offering thereof.

            3.    To remove from registration by means of a post-effective
                  amendment any of the securities being registered which
                  remain unsold at the termination of the offering.

      B.    Filings incorporating subsequent Exchange Act documents by
            ----------------------------------------------------------
            reference. The undersigned Registrant hereby undertakes that,
            ----------
            for purposes of determining any liability under the Securities
            Act, each filing of the Registrant's annual report pursuant to
            Section 13(a) or 15(d) of the Exchange Act (and, where
            applicable, each filing of an employee benefit plan's annual
            report pursuant to Section 15(d) of the Exchange Act) that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration statement relating to the
            securities offered therein and the offering of such securities
            at that time shall be deemed to be the initial bona fide
            offering thereof.

      C.    Incorporated annual and quarterly reports. The undersigned
            ------------------------------------------
            Registrant hereby undertakes to deliver or cause to be delivered
            with the prospectus, to each person to whom the prospectus is
            sent or given, the latest annual report to security holders that
            is incorporated by reference in the prospectus and furnished
            pursuant to and meeting the requirements of Rule 14a-3 or Rule
            14c-3 under the Exchange Act; and, where interim financial
            information required to be presented by Article 3 of Regulation
            S-X are not set forth in the prospectus, to deliver, or cause to
            be delivered to each person to whom the prospectus is sent or
            given, the latest quarterly report that is specifically
            incorporated by reference in the prospectus to provide such
            interim financial information.

      D.    Filing of registration on Form S-8. Insofar as indemnification
            -----------------------------------
            for liabilities arising under the Securities Act may be
            permitted to directors, officers and controlling persons of the
            Registrant pursuant to the foregoing provisions, or otherwise,
            the Registrant has been advised that in the opinion of the
            Commission such indemnification is against public policy as
            expressed in the Securities Act and is, therefore,
            unenforceable. In the event that a claim for indemnification
            against such liabilities (other than the payment by the
            Registrant for expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful
            defense of any action, suit or proceeding) is asserted by such
            director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by
            controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act and
            will be governed by the final adjudication of such issue.

                                     -4-
SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westborough, Commonwealth of Massachusetts on the
31 day of July, 2001.

                                       Westborough Financial Services, Inc.
                                       (Registrant)

                                       By:  /s/ Joseph F. MacDonough
                                            --------------------------------
                                            Joseph F. MacDonough
                                            President, Chief Executive
                                            Officer and Director

                                     -5-
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         SIGNATURE                        TITLE                    DATE
         ---------                        -----                    ----

/s/ Joseph F. MacDonough       President, Chief Executive      July 30, 2001
---------------------------    Officer (Principal Executive
Joseph F. MacDonough           Officer) and Director

/s/ John L. Casagrande         Vice President and Treasurer    July 30, 2001
---------------------------    (Principal Financial and
John L. Casagrande             Accounting Officer)

                               Director                        July 30, 2001
---------------------------
Nelson P. Ball

/s/ Edward S. Bilzerian        Director                        July 30, 2001
---------------------------
Edward S. Bilzerian

/s/ David E. Carlstrom         Director                        July 30, 2001
---------------------------
David E. Carlstrom

/s/ William W. Cotting, Jr.    Director                        July 30, 2001
---------------------------
William W. Cotting, Jr.

/s/ Robert G. Daniel           Director                        July 30, 2001
---------------------------
Robert G. Daniel

/s/ Earl H. Hutt               Director                        July 30, 2001
---------------------------
Earl H. Hutt

/s/ Walter A. Kinell, Jr       Director                        July 30, 2001
---------------------------
Walter A. Kinell, Jr.

/s/ Robert A. Klugman          Director                        July 30, 2001
---------------------------
Robert A. Klugman

/s/ Roger B. Leland            Director                        July 30, 2001
---------------------------
Roger B. Leland

                               Director                        July 30, 2001
---------------------------
Paul F. McGrath

                                     -6-
/s/ Charlotte C. Spinney       Director                        July 30, 2001
---------------------------
Charlotte C. Spinney

/s/ Phyllis A. Stone           Director                        July 30, 2001
---------------------------
Phyllis A. Stone

/s/ James E. Tashjian          Director                        July 30, 2001
---------------------------
James E. Tashjian

/s/ Daniel G. Tear             Director                        July 30, 2001
---------------------------
Daniel G. Tear

                                     -7-
Pursuant to the requirements of the Securities Exchange Act of 1933,
the directors (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Westborough,
Commonwealth of Massachusetts, on July 30, 2001.

    Westborough Financial Services, Inc. 2001 Recognition and Retention Plan
                 Westborough Financial Services, Inc. 2001 Stock Option Plan

                                       /s/ Joseph F. MacDonough
                                       -----------------------------------
                                       By: Joseph F. MacDonough
                                           President, Chief Executive
                                           Officer and Director

                                     -8-
EXHIBITS INDEX

Exhibit
Number               Description of Exhibits
----------------------------------------------------------------------------

 4.1    Articles of Organization of Westborough Financial Services, Inc.,
        incorporated by reference to the Registrant's Registration Statement
        on Form SB-2, dated October 1, 1999, Registration No. 333-80075, and
        any amendments thereto.

 4.2    Bylaws of Westborough Financial Services, Inc., incorporated by
        reference to the Registrant's Registration Statement on Form SB-2,
        dated October 1, 1999, Registration No. 333-80075, and any
        amendments thereto.

 4.3    Form of Stock Certificate of Westborough Financial Services, Inc.,
        incorporated by reference to the Registrant's Registration Statement
        on Form SB-2, dated October 1, 1999, Registration No. 333-80075, and
        any amendments thereto.

 5.1    Opinion of Thacher Proffitt & Wood as to the legality of the
        securities being registered.

23.1    Consent of Wolf & Company, P.C.

23.2    Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).

99.1    Westborough Financial Services, Inc. 2001 Stock Option Plan filed on
        December 26, 2000 as Appendix A to Registrant's Proxy Statement on
        Schedule 14A, is incorporated herein by reference.

99.2    Westborough Financial Services, Inc. 2001 Recognition and Retention
        Plan filed on December 26, 2000 as Appendix B to Registrant's Proxy
        Statement on Schedule 14A, is incorporated herein by reference.