Exhibit 14.1

               Code of Ethics for Senior Financial Officers of

                    Westborough Financial Services, Inc.


Policy Statement
----------------

It is the policy of Westborough Financial Services, Inc. that the Senior
Financial Officers of Westborough Financial Services, Inc. and the
Westborough Bank adhere to and advocate certain professional and ethical
conduct in the fulfillment of their responsibilities.  This professional
and ethical conduct includes the promotion of professional conduct in the
practice of financial management for the financial services industry,
publicly traded companies and otherwise, as well as the deterrence of
wrongdoing.  Senior Financial Officers hold an important and elevated role
in corporate governance in that they are uniquely capable and empowered to
ensure that all stakeholders' interests are appropriately balanced,
protected and preserved.

Purpose
-------

The purpose of this Code of Ethics for Senior Financial Officers of
Westborough Financial Services, Inc. ("Code") is to provide principles to
which Senior Financial Officers of each of Westborough Financial Services,
Inc. and the Westborough Bank (hereinafter sometimes collectively referred
to as "Westborough" or the "Company") are expected to adhere and advocate.
They embody rules regarding individual and peer responsibilities, as well
as responsibilities to other employees, the public and other stakeholders.
It is expected that Senior Financial Officers will not violate the specific
guidelines nor conduct themselves in any manner which violates the spirit
of the Code.

Senior Financial Officer
------------------------

The term "Senior Financial Officer" shall include the Company's principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.  The Board
of Directors of the Company shall, by resolution, designate the Senior
Executive Officers who shall be subject to this Code, which designations
shall be updated from time to time, as appropriate.

Statement of Ethics
-------------------

All Senior Financial Officers of the Company shall:

1.    Act ethically, with honesty and integrity, including ethically
      handling actual or apparent conflicts of interest between personal
      and professional relationships.

2.    Avoid conflicts of interest, including disclosing any material
      transaction or relationship that reasonably could be expected to give
      rise to such a conflict in accordance with the Company's Code of
      Ethics Policy.


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3.    Perform responsibilities with a view to causing reports and documents
      filed with, or submitted to the Securities and Exchange Commission
      ("SEC") and in other public communications made by the Company, to
      contain disclosure of information which is full, fair, accurate,
      timely and understandable.

4.    Comply with laws of federal, state and local governments applicable
      to Company, and the rules and regulations of private and public
      regulatory agencies having jurisdiction over the Company.

5.    Act in good faith, responsibly, with due care, competence and
      diligence, without misrepresenting or omitting material facts or
      allowing independent judgment to be compromised.

6.    Encourage and reward professional integrity in all aspects of the
      Company's finance and accounting departments, by eliminating
      inhibitions and barriers to responsible behavior, such as coercion,
      fear or reprisal, or alienation from the Company itself.

7.    Provide a mechanism for members of the finance and accounting
      departments to inform senior management of deviations in practice
      from policies and procedures governing honest and ethical behavior.

8.    Respect the confidentiality of information acquired in the course of
      the performance of his or her responsibilities except when authorized
      or otherwise legally obligated to disclose, and not use confidential
      information acquired in the course of the performance of his or her
      responsibilities for personal advantage.

9.    Proactively promote ethical behavior among subordinates and peers.

10.   Use corporate assets and resources employed or entrusted in
      responsible manner.

11.   Not use corporate information, corporate assets, corporate
      opportunities or one's positions with the Company for personal gain,
      and not compete directly or indirectly with the Company.

12.   Advance the Company's legitimate interests when the opportunity
      arises.

Compliance and Compliance Monitoring
------------------------------------

1.    All Senior Financial Officers of each of the Company and the
      Westborough Bank will be required to annually certify their
      compliance with the Code and file such certification with the Audit
      Committee of the Board of Directors.

2.    Any violations of this Code may result in disciplinary action, up to
      and including immediate termination.

3.    The Audit Committee shall have the power to monitor, make
      determinations, and recommend action to the Board of Directors with
      respect to violations of the Code.


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4.    The Audit Committee shall annually review with management the
      implementation of this Code, and shall assure that the Board of
      Directors of the Company receives an objective and adequate flow of
      information as to the matters that lie within the scope of the Code.

5.    Any alleged violations of this Code shall be promptly reported to the
      Chairman of the Audit Committee.

6.    If an employee would feel more comfortable submitting his or her
      inquiry or reporting a concern on an anonymous basis, the employee
      may do so by writing or faxing the same to the Chairman of the Audit
      Committee at [Insert address and fax number].

7.    Any waivers of any provision of this Code shall be approved and
      documented by the Board of Directors and shall be disclosed on a
      timely basis, in accordance with applicable law. Waivers will not be
      granted except under extraordinary or special circumstances.

Amendments to Code
------------------

Any amendments made to this Code shall be approved by the Board of
Directors of the Company and shall be disclosed on a timely basis, in
accordance with applicable law.


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                         Certification Of Compliance
                         ---------------------------

            With Code Of Ethics For Senior Financial Officers Of
            ----------------------------------------------------

                    Westborough Financial Services, Inc.
                    ------------------------------------

      I hereby certify to the Audit Committee of Westborough Financial
Services, Inc. that:

      1.    I have read the Code of Ethics For Senior Financial Officers of
Westborough Financial Services, Inc. ("Code") at least once during the past
12 months and understand my responsibility to comply with the principles
and policies contained in the Code.  I recognize that my failure to comply
with such principles and policies will be cause for severe disciplinary
action or termination of my employment.

      2.    Except as stated in paragraph 3, immediately below:

            (a)   To the best of my knowledge, I and members of my
      immediate family, do not have any interest which might be deemed to
      be a conflict of interest under the Code;

            (b)   To my knowledge, I have not violated any federal, state,
      local or foreign law in connection with the Company's business; and

            (c)   I am not aware of any Company activities which violate
      the Code.

      3.    Exceptions to the above should be noted below:


      I hereby certify that the above statements are, to the best of my
knowledge and belief, true and accurate.


___________________________________             Date ____________________
(Signature of Employee)

___________________________________
(Please Print your full name above)

___________________________________
(Title)


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