SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMAS ROBERT W

(Last)

(First)

(Middle)

31 COURT STREET

(Street)

WESTFIELD

01086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WORONOCO BANCORP INC [ WRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2005		D		27,079	D	⁽¹⁾	0	D
Common Stock	06/01/2005		D		7,424	D	⁽¹⁾	0	I	By ESOP
Common Stock	06/01/2005		D		2,000	D	⁽¹⁾	0	I	By Stock Award II

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$17.9	06/01/2005		D			400	⁽²⁾	01/11/2012	Common Stock	400	⁽²⁾	0	D
Incentive Stock Option (right to buy)	$22	06/01/2005		D			900	⁽²⁾	01/10/2013	Common Stock	900	⁽²⁾	0	D
Incentive Stock Option (right to buy)	$37.25	06/01/2005		D			1,500	⁽²⁾	01/30/2014	Common Stock	1,500	⁽²⁾	0	D
Incentive Stock Option (right to buy)	$31.2	06/01/2005		D			156	⁽²⁾	06/07/2014	Common Stock	156	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$31.2	06/01/2005		D			644	⁽²⁾	06/07/2014	Common Stock	644	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between issuer and Berkshire Hills Bancorp in exchange for either $36 in cash for each share of issuer stock or one share of Berkshire Hills Bancorp common stock for each share of issuer stock or any combination thereof.

2. Pursuant to a merger agreement between issuer and Berkshire Hills Bancorp each stock option to purchase a share of Woronoco common stock was converted at the closing of the merger into an option to purchase a share of Berkshire common stock at the same exercise price as immediately prior to the completion of the merger (provided that to the extent necessary the stock options will be adjusted in compliance with Section 424(a) of the Internal Revenue Code), and each restricted share or other right measured by the value of Woronoco common stock was converted into a restricted share or other right measured by the value of Berkshire common stock.

	/s/ Debra L Murphy, Power of Attorney	05/31/2005
	** 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).
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