S-4

As filed with the Securities and Exchange Commission on December 7, 2007

Registration No. 333-       

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Berkshire Hathaway Finance Corporation

(Exact name of Registrants as Specified in their Charter)

Delaware	45-0524698
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Berkshire Hathaway Inc.

(Exact name of Registrants as Specified in their Charter)

Delaware	47-0813844
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1440 Kiewit Plaza

Omaha, Nebraska 68131

(402) 346-1400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices)

Marc D. Hamburg

Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

(402) 346-1400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies To:

Mary Ann Todd

Munger, Tolles & Olson LLP

355 South Grand Avenue

Los Angeles, California 90071-1560

(213) 683-9100

     Approximate date of commencement of proposed exchange offer:  As soon as practicable after the effective date of this registration statement.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered	Per Note(1)	Offering Price(1)	Fee
5.125% Senior Notes due 2012	$750,000,000	100%	$750,000,000	$23,025
Guarantee of Berkshire Hathaway Inc. of the 5.125% Senior Notes due 2012	N/A	N/A	N/A	—
Total	$750,000,000	100%	$750,000,000	$23,025

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	No separate consideration will be received for the Guarantee by Berkshire Hathaway Inc. of the 5.125% Senior Notes due 2012.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

BERKSHIRE HATHAWAY FINANCE CORPORATION

OFFER TO EXCHANGE

$750,000,000 principal amount of 5.125% Senior Notes Due 2012 of Berkshire Hathaway Finance Corporation, unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered under the Securities Act of 1933, for any and all 5.125% Senior Notes Due 2012 of Berkshire Hathaway Finance Corporation, unconditionally guaranteed by Berkshire Hathaway Inc.

We are offering to exchange Berkshire Hathaway Finance Corporation’s 5.125% Senior Notes Due 2012 which have been registered under the Securities Act of 1933, or the “exchange notes,” for Berkshire Hathaway Finance Corporation’s currently outstanding 5.125% Senior Notes Due 2012, or the “outstanding notes.” The exchange notes and the outstanding notes are both unconditionally guaranteed by Berkshire Hathaway Inc. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the outstanding notes, and will be issued under the same indenture.

We will exchange an equal principal amount of exchange notes for all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires. The exchange offer expires at 5:00 p.m., New York City time, on          , 2007, unless extended. We do not currently intend to extend the exchange offer.

You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes.

Neither Berkshire Hathaway Finance Corporation nor Berkshire Hathaway Inc. will receive any proceeds from the exchange offer.

We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

The material risks involved in investing in the exchange notes are described in the “Risk Factors” section starting on page 9 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is          , 2007

TABLE OF CONTENTS

About This Prospectus	i
Where You Can Find More Information	ii
Forward Looking Statements	iii
Prospectus Summary	1
Selected Consolidated Financial Data	7
Risk Factors	9
Ratio of Earnings to Fixed Charges	10
Use of Proceeds	10
The Exchange Offer	11
Description of the Exchange Notes	20
Plan of Distribution	27
Material United States Federal Income Tax Consequences	27
Legal Matters	28
Experts	29
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 4.8
EXHIBIT 5
EXHIBIT 8
EXHIBIT 12
EXHIBIT 23.1

ABOUT THIS PROSPECTUS

In this prospectus, the term “BHFC” refers to Berkshire Hathaway Finance Corporation, the issuer of the outstanding notes and the exchange notes. The terms “Berkshire Hathaway” and “Berkshire” refer to Berkshire Hathaway Inc., the guarantor of the outstanding notes and the exchange notes. “Outstanding notes” refers to the $750,000,000 aggregate principal amount of BHFC’s 5.125% Senior Notes Due 2012 originally issued and guaranteed by Berkshire Hathaway on September 19, 2007. “Exchange notes” refers to BHFC’s 5.125% Senior Notes Due 2012, unconditionally guaranteed by Berkshire Hathaway, offered pursuant to this prospectus. The outstanding notes and the exchange notes are sometimes referred to collectively as the “notes.”

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. BHFC and Berkshire Hathaway have agreed that, starting on the expiration date of the exchange offer and ending one hundred and eighty days after such date, this prospectus will be made available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Any statements in this prospectus concerning the provisions of any document are not complete. Such references are made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the SEC. Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed.

You should rely only on the information contained or incorporated by reference in this prospectus. No one has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus, in connection with any offer made by this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.

Neither the delivery of this prospectus nor any sale or exchange made hereunder or thereunder shall, under any circumstances, create an implication that the information contained or incorporated by reference in this prospectus is correct as of any time subsequent to its date. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. The business, financial condition, results of operations and prospects of Berkshire Hathaway and BHFC may have changed since that date.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-4 that BHFC and Berkshire Hathaway filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which is referred to collectively as the Securities Act. The registration statement covers the exchange notes being offered and Berkshire Hathaway’s guarantee of the exchange notes and encompasses all amendments, exhibits, annexes, and schedules to the registration statement. This prospectus does not contain all the information in the exchange offer registration statement. For further information about BHFC, Berkshire Hathaway and the exchange offer, reference is made to the registration statement. Statements made in this prospectus as to the contents of any contract, agreement, or other document referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement, or other document filed as an exhibit to the registration statement, you should read the documents contained in the exhibits.

BHFC is not subject to the informational requirements of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12h-5 thereunder. Berkshire Hathaway is, however, subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, Berkshire Hathaway files reports, proxy statements and other information with the SEC. You may read and copy any document Berkshire Hathaway files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information about the public reference room. These SEC filings are also available to the public from the SEC’s website at www.sec.gov. In addition, Berkshire Hathaway’s class A common stock and class B common stock are listed on the New York Stock Exchange, and its reports, proxy statements and other information can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

In this document BHFC and Berkshire Hathaway “incorporate by reference” the information that Berkshire Hathaway files with the SEC, which means that they can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. BHFC and Berkshire Hathaway incorporate by reference the documents listed below and any future filings made by either of them with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus:

•  Berkshire Hathaway’s Annual Report on Form 10-K for the year ended December 31, 2006,

•  Berkshire Hathaway’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, and

•  Berkshire Hathaway’s Current Reports on Form 8-K filed with the SEC on March 2, 2007, March 5, 2007 and May 8, 2007.

Berkshire Hathaway will provide to each person to whom a copy of this prospectus is delivered, upon request and at no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of such information by writing or telephoning Berkshire Hathaway at:

Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

Attn: Jo Ellen Rieck

Tel: (402) 346-1400

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FORWARD-LOOKING STATEMENTS

Certain statements contained, or incorporated by reference, in this prospectus are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by BHFC or Berkshire Hathaway, which may be provided by management are also forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about BHFC and Berkshire Hathaway, economic and market factors and the industries in which they do business, among other things. These statements are not guarantees of future performance and neither BHFC nor Berkshire Hathaway has any specific intention to update these statements.

Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause BHFC’s or Berkshire Hathaway’s actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, changes in market prices of Berkshire Hathaway’s investments in fixed maturity and equity securities, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or act of terrorism that causes losses insured by Berkshire Hathaway’s insurance subsidiaries, changes in insurance laws or regulations, changes in federal income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which Berkshire Hathaway and its affiliates do business.

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus, but does not contain all information that may be important to you. This prospectus includes or incorporates by reference specific terms of the exchange offer, as well as information regarding BHFC’s and Berkshire Hathaway’s businesses and detailed financial data. You are encouraged to read the detailed information and financial statements appearing elsewhere or incorporated by reference in this prospectus.

Berkshire Hathaway Inc.

Berkshire Hathaway Inc. is a holding company owning subsidiaries that engage in a number of diverse business activities including property and casualty insurance and reinsurance, utilities and energy, finance, manufacturing, services and retailing. Included in the group of subsidiaries that underwrite property and casualty insurance and reinsurance is GEICO, one of the four largest auto insurers in the United States, and two of the largest reinsurers in the world, General Re and the Berkshire Hathaway Reinsurance Group. Other subsidiaries that underwrite property and casualty insurance include National Indemnity Company, Medical Protective Company, Applied Underwriters, U.S. Liability Insurance Company, Central States Indemnity Company, Kansas Bankers Surety, Cypress Insurance Company and several other subsidiaries referred to as the “Homestate Companies.”

MidAmerican Energy Holdings Company (“MidAmerican”) is an international energy holding company owning a wide variety of operating companies engaged in the generation, transmission and distribution of energy. Among MidAmerican’s operating energy companies are Northern and Yorkshire Electric; MidAmerican Energy Company; Pacific Power and Rocky Mountain Power; and Kern River Gas Transmission Company and Northern Natural Gas. In addition, MidAmerican owns HomeServices of America, a real estate brokerage firm. Berkshire’s finance and financial products businesses primarily engage in proprietary investing strategies (BH Finance), commercial and consumer lending (Berkshire Hathaway Credit Corporation and Clayton Homes) and transportation equipment and furniture leasing (XTRA and CORT). Shaw Industries is the world’s largest manufacturer of tufted broadloom carpet. McLane Company is a wholesale distributor of groceries and nonfood items to convenience stores, wholesale clubs, mass merchandisers, quick service restaurants and others.

Numerous business activities are conducted through Berkshire’s other manufacturing, service and retailing subsidiaries. Benjamin Moore is a formulator, manufacturer and retailer of architectural and industrial coatings. Johns Manville is a leading manufacturer of insulation and building products. Acme Building Brands is a manufacturer of face brick and concrete masonry products. MiTek Inc. produces steel connector products and engineering software for the building components market. Fruit of the Loom, Russell, Garan, Fechheimer, H.H. Brown Shoe Group and Justin Brands manufacture, license and distribute apparel and footwear under a variety of brand names. FlightSafety International provides training of aircraft and ship operators. NetJets provides fractional ownership programs for general aviation aircraft. Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture and Jordan’s Furniture are retailers of home furnishings. Borsheims, Helzberg Diamond Shops and Ben Bridge Jeweler are retailers of fine jewelry.

In addition, other manufacturing, service and retailing businesses include: Buffalo News, a publisher of a daily and Sunday newspaper; See’s Candies, a manufacturer and seller of boxed chocolates and other confectionery products; Scott Fetzer, a diversified manufacturer and distributor of commercial and industrial products, whose principal products are sold under the Kirby and Campbell Hausfeld brand names; Albecca, a designer, manufacturer, and distributor of high-quality picture framing products; CTB International, a manufacturer of equipment for the livestock and agricultural industries; International Dairy Queen, a licensor and service provider to about 6,000 stores that offer prepared dairy treats and food; The Pampered Chef, the premier direct seller of kitchen tools in the U.S.; Forest River, a leading manufacturer of leisure vehicles in the U.S.; Business Wire, the leading global distributor of corporate news, multimedia and regulatory filings; Iscar Metalworking Companies, an industry leader in the metal cutting tools business; and TTI, Inc., an electronic components distributor.

Operating decisions for the various Berkshire businesses are made by managers of the business units. Investment decisions and all other capital allocation decisions are made for Berkshire and its subsidiaries by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire’s Board of Directors.

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Berkshire Hathaway Inc.’s executive offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

Berkshire Hathaway Finance Corporation

Berkshire Hathaway Finance Corporation is a Delaware corporation that was created by Berkshire Hathaway Inc. on August 4, 2003. Assets of Berkshire Hathaway Finance Corporation consist of term loans to Vanderbilt Mortgage and Finance, Inc. (“Vanderbilt”), a wholly owned subsidiary of Clayton Homes, Inc.(“Clayton”) and an indirect wholly owned subsidiary of Berkshire Hathaway Inc., as well as loans receivable from and loans payable to other Berkshire Hathaway Inc. subsidiaries. Berkshire Hathaway Finance Corporation charges Vanderbilt interest at a rate which is approximately 100 basis points higher than it pays on its related debt obligations (consisting of Berkshire Hathaway Finance Corporation’s 3.375% Senior Notes due 2008, Floating Rate Senior Notes due 2008, 4.125% Senior Notes due 2010, 4.20% Senior Notes due 2010, 4.75% Senior Notes due 2012, 4.625% Senior Notes due 2013, 5.10% Senior Notes due 2014, 4.85% Senior Notes due 2015 and short term loans from BH Finance LLC (an indirect wholly owned subsidiary of Berkshire Hathaway Inc.)).

Berkshire Hathaway Finance Corporation’s offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

Summary of the Exchange Offer

The following is a brief summary of terms of the exchange offer covered by this prospectus. For a more complete description of the exchange offer, see “The Exchange Offer.”

Initial Offering of Outstanding Notes	$750,000,000 aggregate principal amount of outstanding notes were issued by BHFC on September 19, 2007 to Goldman, Sachs & Co., as the Initial Purchaser. The Initial Purchaser subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. Persons within the meaning of Regulation S under the Securities Act.
Exchange and Registration Rights Agreement	Simultaneously with the initial sales of the outstanding notes, BHFC, Berkshire Hathaway and the Initial Purchaser entered into an exchange and registration rights agreement for the exchange offer. The registration rights agreement requires, among other things, that BHFC and Berkshire Hathaway use their best efforts to complete a registered exchange offer for the outstanding notes or cause to become effective a shelf registration statement for resales of the outstanding notes. The exchange offer is intended to satisfy the obligations under the registration rights agreement. After the exchange offer is complete, neither BHFC nor Berkshire Hathaway will have any further obligations, except under limited circumstances, to provide for any exchange or registration rights of your outstanding notes.
The Exchange Offer	Pursuant to the registration rights agreement, BHFC is offering to exchange $1,000 principal amount of BHFC’s 5.125% Senior Notes Due 2012, which have been registered under the Securities Act, for each $1,000 principal amount of BHFC’s currently outstanding 5.125% Senior Notes Due 2012, which were offered without registration under the Securities Act in the initial offer. Both the exchange notes offered by this prospectus and the outstanding notes are fully and unconditionally guaranteed by Berkshire Hathaway.
Mechanics of the Exchange Offer	BHFC will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on          , 2007. Holders may tender some or all of their outstanding notes

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	pursuant to the exchange offer. Exchange notes will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
	• the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;
	• the exchange notes bear a different CUSIP number than the outstanding notes; and
	• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate in some circumstances relating to the timing of the exchange offer.
Resales	BHFC and Berkshire Hathaway believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you acquire the exchange notes in the ordinary course of your business;
	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued in the exchange offer; and
	• you are not an affiliate of ours.
	If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. Neither BHFC nor Berkshire Hathaway will assume, nor will either of them indemnify you against, any such liability.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes, where such outstanding notes were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. See “Plan of Distribution.”
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on          , 2007, unless extended. BHFC does not currently intend to extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, including that it does not violate any applicable law or Securities and Exchange Commission staff interpretation.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the applicable procedures under DTC’s Automated Tender Offer Program, prior to the expiration date, you must tender your outstanding notes according to the guaranteed

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	delivery procedures set forth in this prospectus. See “The Exchange Offer — Procedures for Tendering Outstanding Notes.”
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.
	By executing the letter of transmittal, you will represent to BHFC and Berkshire Hathaway that, among other things:
	• you, or the person or entity receiving the related exchange notes, are acquiring the exchange notes in the ordinary course of business;
	• neither you nor any person or entity receiving the related exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;
	• neither you nor any person or entity receiving the related exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;
	• neither you nor any person or entity receiving the related exchange notes is an “affiliate” of BHFC or Berkshire Hathaway, as defined in Rule 405 under the Securities Act;
	• if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for outstanding notes acquired as the result of market making activities or other trading activities and that you will deliver a prospectus in connection with any resale of the exchange notes; and
	• you are not acting on behalf of any person or entity that could not truthfully make these statements.
	Alternatively, you may tender your outstanding notes by following the procedures for book-entry delivery or by complying with the guaranteed delivery procedures each described in this prospectus. See “The Exchange Offer — Procedures for Tendering Outstanding Notes.”
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Effect of Not Tendering	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the Securities Act, they bear a legend restricting their transfer absent registration or the

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	availability of a specific exemption from registration. Upon the completion of the exchange offer, neither BHFC nor Berkshire Hathaway will have any further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the Securities Act. See “The Exchange Offer — Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer.”
Interest on the Exchange Notes and the Outstanding Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Right	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date by complying with the withdrawal procedures described in this prospectus. See “The Exchange Offer — Withdrawal of Tenders.”
Material Federal Income Tax Consequences	The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Consequences” for more information on the material tax consequences of the exchange offer.
Use of Proceeds	Neither BHFC nor Berkshire Hathaway will receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. See “Use of Proceeds.”
Dissenters’ Rights	Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.
Exchange Agent	The Bank of New York Trust Company, N.A. is the exchange agent for the exchange offer.

Terms of the Exchange Notes

The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, see “Description of the Exchange Notes.”

Issuer	Berkshire Hathaway Finance Corporation, a wholly-owned finance subsidiary of Berkshire Hathaway Inc.
Guarantor	Berkshire Hathaway Inc.
Securities	$750,000,000 aggregate principal amount of BHFC’s 5.125% Senior Notes Due 2012, registered under the federal securities laws.
Maturity Date	September 15, 2012.
Interest and Payment Dates	5.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, to the holders of record on the preceding March 1 or September 1, respectively.
Ranking	The exchange notes will be unsecured senior obligations of BHFC, will rank pari passu in right of payment with all of BHFC’s unsubordinated, unsecured indebtedness and will be senior in right of payment to all of its subordinated indebtedness. As of September 30, 2007, BHFC had no secured indebtedness and $8.9 billion of indebtedness.

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	The guarantee of the exchange notes will be an unsecured senior obligation of Berkshire Hathaway, will rank pari passu with all of its unsubordinated, unsecured indebtedness and senior to all of its subordinated indebtedness, and will be effectively subordinated to all of its existing and future secured indebtedness and to all existing and future indebtedness of its subsidiaries (secured or unsecured). As of September 30, 2007, Berkshire Hathaway had no secured indebtedness and $591 million of indebtedness, and its subsidiaries had $34.1 billion of indebtedness.
Guarantee	All of BHFC’s obligations under the exchange notes will be unconditionally and irrevocably guaranteed by Berkshire Hathaway.
Optional Redemption	BHFC will have the option to redeem the exchange notes, in whole or in part, at any time, at a redemption price equal to the greater of (A) 100% of the principal amount of the exchange notes to be redeemed or (B) as determined by the quotation agent described herein, the sum of the present values of the remaining scheduled payments of principal and interest on the exchange notes to be redeemed, not including any portion of these payments of interest accrued as of the date on which the exchange notes are to be redeemed, discounted to the date on which the exchange notes are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30 day months, at the adjusted treasury rate described herein plus fifteen (15) basis points, plus, in each case, accrued interest on the exchange notes to be redeemed to the date on which the exchange notes are to be redeemed. See “Description of the Exchange Notes — Optional Redemption.”
Repayment	The exchange notes will not be repayable at the option of the holder prior to maturity.
Sinking Fund	The exchange notes are not subject to a sinking fund provision.
Absence of a Public Market for the Exchange Notes	The exchange notes are new securities, for which there is no established trading market, and none may develop. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. Neither BHFC nor Berkshire Hathaway intends to apply for listing of the exchange notes on any securities exchange or to arrange for any quotation system to quote them.
Form and Denomination	The Depository Trust Company (“DTC”) will act as securities depositary for the exchange notes, which will be issued only as fully registered global securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC, except in certain circumstances. One or more fully registered global notes will be issued to DTC for the exchange notes. The exchange notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Trustee	The Bank of New York Trust Company, N.A.
Risk Factors	See “Risk Factors” and the other information in, and incorporated by reference in, this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data which follows should be read in conjunction with the audited consolidated financial statements and accompanying notes and the unaudited condensed consolidated financial statements and accompanying notes of Berkshire Hathaway in the documents which are incorporated by reference in this prospectus. The condensed consolidated financial statements of Berkshire Hathaway Inc. as of September 30, 2007 and 2006 and for the periods then ended are unaudited; however, in Berkshire Hathaway’s opinion they reflect all adjustments, consisting of only normal recurring items, necessary for a fair presentation of the financial position and results of operations for such periods. See “Where You Can Find More Information.” Historical results are not necessarily indicative of the results to be obtained in the future.

BERKSHIRE HATHAWAY INC.

and Subsidiaries

(Dollars in millions except per share amounts)

	First Nine Months				Year Ending December 31,
	2007		2006		2006		2005		2004		2003		2002
Revenues:
Insurance premiums earned	$	25,484	$	17,717	$	23,964	$	21,997	$	21,085	$	21,493	$	19,182
Sales and service revenues		43,073		38,242		51,803		46,138		43,222		32,098		16,958
Revenues of utilities and energy businesses(1)		9,483		7,730		10,644		—		—		—		—
Interest, dividend and other investment income		3,678		3,272		4,382		3,487		2,816		3,098		2,943
Interest and other revenues of finance and financial products businesses		3,905		3,818		5,111		4,633		3,788		3,087		2,314
Investment and derivative gains/losses(2)		4,579		1,529		2,635		5,408		3,471		4,083		838
Total revenues	$	90,202	$	72,308	$	98,539	$	81,663	$	74,382	$	63,859	$	42,235
Earnings:
Net earnings(2)(3)	$	10,266	$	7,432	$	11,015	$	8,528	$	7,308	$	8,151	$	4,286
Net earnings per share	$	6,644	$	4,821	$	7,144	$	5,538	$	4,753	$	5,309	$	2,795

	As of September 30,				As of December 31,
	2007		2006		2006		2005		2004		2003		2002
Total assets	$	276,516	$	240,002	$	248,437	$	198,325	$	188,874	$	180,559	$	169,544
Notes payable and other borrowings of insurance and other non-finance businesses		3,087		3,690		3,698		3,583		3,450		4,182		4,775
Notes payable and other borrowings of utilities and energy businesses(1)		19,393		16,485		16,946		—		—		—		—
Notes payable and other borrowings of finance and financial products businesses		12,244		10,795		11,961		10,868		5,387		4,937		4,513
Shareholders’ equity		119,903		102,244		108,419		91,484		85,900		77,596		64,037
Class A equivalent common shares outstanding, in thousands		1,547		1,542		1,543		1,541		1,539		1,537		1,535
Shareholders’ equity per outstanding Class A equivalent common share	$	77,482	$	66,292	$	70,281	$	59,377	$	55,824	$	50,498	$	41,727

(1)  On February 9, 2006, Berkshire Hathaway converted its non-voting preferred stock of MidAmerican Energy Holdings Company (“MidAmerican”) to common stock and upon conversion, owned approximately 83.4% (80.5% diluted) of the voting common stock interests. Accordingly, the 2006 Consolidated Financial Statements reflect the consolidation of the accounts of MidAmerican. During the period between 2002 and 2005, Berkshire’s investment in MidAmerican was accounted for pursuant to the equity method.

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(2)

The amount of investment and derivative gains and losses for any given period has no predictive value, and variations in amount from period to period have no practical analytical value in view of the unrealized appreciation in Berkshire’s investment portfolio. For the first nine months of 2007 and 2006, after-tax investment and derivative gains were $2,982 million and $994 million, respectively. For each of the five years ending December 31, after-tax investment and derivative gains were $1,709 million in 2006, $3,530 million in 2005, $2,259 million in 2004, $2,729 million in 2003 and $566 million in 2002. Investment gains in 2005 include a non-cash pre-tax gain of $5.0 billion ($3.25 billion after-tax) relating to the exchange of Gillette stock for Procter & Gamble stock.

(3)

Net earnings for the year ending December 31, 2005 includes a pre-tax underwriting loss of $3.4 billion in connection with Hurricanes Katrina, Rita and Wilma that struck the Gulf coast and Southeast regions of the United States. Such loss reduced net earnings by approximately $2.2 billion and earnings per share by $1,446.

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RISK FACTORS

Your decisions whether or not to participate in the exchange offer and own outstanding notes or exchange notes will involve some degree of risk. You should be aware of, and carefully consider, the following risk factors, along with all of the other information provided or referred to in this prospectus, before deciding whether or not to participate in the exchange offer.

If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.

BHFC will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. None of BHFC, Berkshire Hathaway or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if your tender of outstanding notes is not accepted because you did not tender your outstanding notes properly, then, after consummation of the exchange offer, you will continue to hold outstanding notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be fewer outstanding notes remaining and the market for such outstanding notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged outstanding notes could become more limited than the existing trading market for the outstanding notes and could cease to exist altogether due to the reduction in the amount of the outstanding notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered outstanding notes.

If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.

If you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop.

The exchange notes will be new securities for which there is currently no established trading market, and none may develop. Neither BHFC nor Berkshire Hathaway intends to apply for listing of the exchange notes on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the exchange notes will depend on the number of holders of the exchange notes, the interest of securities dealers in making a market in the exchange notes and other factors. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. If an active trading market does not develop, the market price and liquidity of the exchange notes may be adversely affected. If the exchange notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, the performance and business prospects of BHFC and Berkshire Hathaway and certain other factors.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth Berkshire Hathaway’s ratio of consolidated earnings to consolidated fixed charges for the nine months ended September 30, 2007 and the fiscal years ended December 31, 2006, 2005, 2004, 2003 and 2002.

	Nine Months Ended			Year Ended December 31,
	September 30, 2007			2006			2005			2004			2003			2002
Earnings Available for Fixed Charges (in millions)	$	17,359		$	18,757		$	13,135		$	11,574		$	12,205		$	6,840
Fixed Charges* (in millions)	$	1,624		$	1,979		$	867		$	875		$	614		$	840
Ratio of Earnings to Fixed Charges*		10.69	x		9.48	x		15.15	x		13.23	x		19.88	x		8.14	x

*  Includes fixed charges of finance and financial products and utilities and energy businesses as follows:

	Nine Months Ended
	September 30, 2007		2006		2005		2004		2003		2002
Finance and financial products	$	459	$	571	$	598	$	602	$	337	$	551
Utilities and energy	$	927	$	1,070	$	—	$	—	$	—	$	—

Excluding fixed charges of finance and financial products and utilities and energy businesses the ratios of earnings to fixed charges were as follows:

	Nine Months Ended
	September 30, 2007			2006			2005			2004			2003			2002
Including investment and derivative gains		67.11	x		50.64	x		46.61	x		40.19	x		42.84	x		21.76	x
Excluding investment and derivative gains		47.87	x		42.84	x		26.50	x		27.48	x		28.10	x		18.86	x

USE OF PROCEEDS

Neither BHFC nor Berkshire Hathaway will receive any proceeds from the issuance of the exchange notes in the exchange offer. BHFC will receive in exchange outstanding notes in like principal amount. BHFC will retire or cancel all of the outstanding notes tendered in the exchange offer.

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THE EXCHANGE OFFER

Original Issuance of the Outstanding Notes

On September 19, 2007, BHFC issued the outstanding notes in an aggregate principal amount of $750,000,000 to Goldman, Sachs & Co., as initial purchaser. Because such issuance of the outstanding notes was not a transaction registered under the Securities Act, the outstanding notes were offered by Goldman, Sachs & Co. only (i) in the United States, to qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, and (ii) outside the United States, to persons other than U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.

Exchange and Registration Rights Agreements

$750,000,000 in aggregate principal amount of outstanding notes were issued on September 19, 2007. The outstanding notes are subject to broad transfer restrictions owing to the fact that they are not registered under the Securities Act. Consequently, in connection with the issuances of the outstanding notes, BHFC and Berkshire Hathaway entered into an exchange and registration rights agreement with Goldman, Sachs & Co., as initial purchaser. This registration rights agreement require BHFC and Berkshire Hathaway to register the exchange notes under the Securities Act and to offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the Securities Act. The exchange offer is being effected to comply with the registration rights agreement.

The registration right agreement requires BHFC and Berkshire Hathaway to:

•  file a registration statement for the exchange offer and the exchange notes within 90 days after the initial issue date of the outstanding notes (i.e., September 19, 2007);

•  use best efforts to cause the registration statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the initial issue date of the outstanding notes;

•  use best efforts to consummate the exchange offer promptly, but no later than 45 days following the date such registration statement has become effective; and

•  under certain circumstances, file a shelf registration statement for the resale of the outstanding notes and use their best efforts to cause such shelf registration statement, if any, to become effective under the Securities Act.

These requirements under the registration rights agreement will be satisfied when the exchange offer is completed. However, if BHFC or Berkshire Hathaway fails to meet any of these requirements, the holders of the outstanding notes will be paid additional interest on such notes as liquidated damages, and such additional interest will accrue on the principal amount of the outstanding notes (in addition to the stated interest on such notes). Additional interest will accrue at a rate of 0.25% per annum for the first 90-day period from and including the date on which any of the previous events (each a “registration default”) occur and shall increase to 0.50% per annum thereafter. Following the cure of all such registration defaults, if any, the accrual of such additional interest on the outstanding notes would cease and the interest rate would revert to the original 5.125% rate.

BHFC and Berkshire Hathaway agreed to keep the exchange offer for the outstanding notes open for not less than 20 business days after the date on which notice of such exchange offer is delivered to the holders of the outstanding notes. Under the registration rights agreement, the obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, BHFC and Berkshire Hathaway may be required to file a “shelf” registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement for the exchange offer and the exchange notes in which this prospectus is included.

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Transferability of the Exchange Notes

Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission in several no-action letters issued to third parties not related to BHFC or Berkshire Hathaway, the exchange notes would, in general, be freely tradable after the completion of the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, any participant in the exchange offer described in this prospectus who is an affiliate of BHFC or Berkshire Hathaway or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

•  will not be able to rely on the interpretations of the Securities and Exchange Commission staff;

•  will not be entitled to participate in the exchange offer; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding notes unless such sale or transfer is made pursuant to an exemption from such requirement.

Each holder of outstanding notes who wishes to exchange outstanding notes for exchange notes pursuant to the exchange offer will be required to represent that:

•  it is not an affiliate of BHFC or Berkshire Hathaway;

•  the exchange notes to be received by it will be acquired in the ordinary course of its business; and

•  at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

To participate in the exchange offer, you must represent as the holder of outstanding notes that each of these statements is true.

In addition, in connection with any resales of the exchange notes, any broker-dealer that acquired exchange notes for its own account as a result of market-making or other trading activities, which is referred to as an “exchanging broker-dealer,” must deliver a prospectus meeting the requirements of the Securities Act. The Securities and Exchange Commission has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes with the prospectus contained in the registration statement for the exchange offer. Under the registration rights agreement, exchanging broker-dealers and any other person, if any, subject to similar prospectus delivery requirements, will be allowed to use this prospectus in connection with the resale of exchange notes.

The Exchange Offer

Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, BHFC will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on          , 2007. BHFC will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. Outstanding notes may be tendered only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

•  the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;

•  the exchange notes bear a different CUSIP number from the outstanding notes; and

•  after consummation of the exchange offer, holders of the exchange notes will not be entitled to any rights under the registration rights agreements, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

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The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture under which the outstanding notes were issued.

As of the date of this prospectus, $750,000,000 in aggregate principal amount of outstanding notes was outstanding. The exchange offer will be conducted in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission under the Securities Act and the Securities Exchange Act.

Interest on the Exchange Notes

The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

Interest on the notes is payable semiannually on March 15 and September 15 of each year to the holders of record on the preceding March 1 and September 1, respectively.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, BHFC will not be required to issue exchange notes, and BHFC may terminate the exchange offer or, at its option, modify, extend or otherwise amend the exchange offer, if, prior to the expiration date of the exchange offer, as it may be extended from time to time:

•  the exchange offer, or the making of any exchange by a holder, violates any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC;

•  any action or proceeding shall have been instituted or threatened with respect to the exchange offer which would materially impair BHFC’s or Berkshire Hathaway’s ability to proceed with the exchange offer;

•  not all governmental approvals that BHFC and Berkshire Hathaway deem necessary for the consummation of the exchange offer have been obtained; or

•  the trustee with respect to the indenture for the outstanding notes and exchange notes shall have (i) objected in any respect to, or taken any action that could, in the reasonable judgment of BHFC or Berkshire Hathaway, adversely affect the consummation of the exchange offer or the exchange of exchange notes for outstanding notes under the exchange offer, or (ii) taken any action that challenges the validity or effectiveness of the procedures used in making the exchange offer or the exchange of the outstanding notes under the exchange offer.

The foregoing conditions are for the sole benefit of BHFC and Berkshire Hathaway and may be waived by them in whole or in part in their absolute discretion. Any determination made by them concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

If any of the foregoing conditions are not satisfied or waived on the expiration date of the exchange offer, BHFC or Berkshire Hathaway may:

•  terminate the exchange offer and return all tendered outstanding notes to the holders thereof;

•  modify, extend or otherwise amend the exchange offer and retain all tendered outstanding notes until the expiration date, as extended, subject, however, to the withdrawal rights of holders (See “— Withdrawal of Tenders” and “— Expiration Date; Extensions; Amendments; Termination”); or

•  waive the unsatisfied conditions with respect to the exchange offer and accept all outstanding notes tendered and not previously withdrawn.

BHFC reserves the right, in its absolute discretion, to purchase or make offers to purchase any outstanding notes that remain outstanding subsequent to the expiration date for the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. Any purchase or offer to

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purchase will not be made except in accordance with applicable law and will in no event be made prior to the expiration of ten business days after the expiration date.

Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer

Consummation of the exchange offer may have adverse consequences to holders of outstanding notes who elect not to tender their notes in the exchange offer. In particular, the trading market for unexchanged outstanding notes could become more limited than the existing trading market for the outstanding notes and could cease to exist altogether due to the reduction in the amount of the outstanding notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of the outstanding notes. If a market for unexchanged outstanding notes exists or develops, the outstanding notes may trade at a discount to the price at which they would trade if the amount outstanding were not reduced. There can, however, be no assurance that an active market in the unexchanged outstanding notes will exist, develop or be maintained or as to the prices at which the unexchanged outstanding notes may be traded. This would result in less protection for holders of unexchanged outstanding notes. See “Risk Factors — If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.”

Expiration Date; Extensions; Amendments; Termination

For purposes of the exchange offer, the term “expiration date” means 5:00 p.m., New York City time, on          , 2007, subject to the right to extend such date and time for the exchange offer in the absolute discretion of BHFC, in which case the expiration date means the latest date and time to which the exchange offer is extended.

BHFC reserves the right, in its absolute discretion, to (i) extend the exchange offer, (ii) terminate the exchange offer if a condition to its obligation to deliver the exchange notes is not satisfied or waived on the expiration date, as extended, or (iii) amend the exchange offer by giving oral or written notice of such delay, extension, termination or amendment to the exchange agent. If the exchange offer is amended in a manner BHFC determines constitutes a material change, BHFC will extend the exchange offer for a period of two to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise have expired during the two to ten business day period.

BHFC will promptly announce any extension, amendment or termination of the exchange offer by issuing a press release. BHFC will announce any extension of the expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date. BHFC has no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment or termination.

Settlement Date

The exchange notes will be issued in exchange for the outstanding notes in the exchange offer on the settlement date, which will be as soon as practicable following the expiration date of the exchange offer. BHFC will not be obligated to deliver exchange notes unless the exchange offer is consummated.

Effect of Tender

Any tender by a holder (and the subsequent acceptance of such tender) of outstanding notes will constitute a binding agreement between that holder, BHFC and Berkshire Hathaway upon the terms and subject to the conditions of the exchange offer described herein and in the letter of transmittal. The acceptance of the exchange offer by a tendering holder of the outstanding notes will constitute the agreement by that holder to deliver good and marketable title to the tendered outstanding notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Outstanding Notes

Upon the submission of the letter of transmittal, or agreement to the terms of the letter of transmittal pursuant to an agent’s message, a holder, or the beneficial holder of such outstanding notes on behalf of which the holder has

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tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the exchange offer generally, be deemed, among other things, to:

•  irrevocably sell, assign and transfer to or upon BHFC’s order or the order of its nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of such holder’s status as a holder of, all outstanding notes tendered thereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against BHFC, Berkshire Hathaway or any fiduciary, trustee, fiscal agent or other person connected with the outstanding notes arising under, from or in connection with such outstanding notes;

•  waive any and all rights with respect to the outstanding notes tendered thereby (including, without limitation, any existing or past defaults and their consequences in respect of such outstanding notes); and

•  release and discharge BHFC, Berkshire Hathaway and the trustee for the outstanding notes from any and all claims such holder may have, now or in the future, arising out of or related to the outstanding notes tendered thereby, including, without limitation, any claims that such holder is entitled to receive additional principal or interest payments with respect to the outstanding notes tendered thereby or to participate in any redemption or defeasance of the outstanding notes tendered thereby.

In addition, such holder of outstanding notes will be deemed to represent, warrant and agree that:

•  it has received and reviewed this prospectus;

•  it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the outstanding notes tendered thereby and it has full power and authority to execute the letter of transmittal;

•  the outstanding notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and BHFC will acquire good, indefeasible and unencumbered title to such outstanding notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when BHFC accepts the same;

•  it will not sell, pledge, hypothecate or otherwise encumber or transfer any outstanding notes tendered thereby from the date of the letter of transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

•  in evaluating the exchange offer and in making its decision whether to participate therein by submitting a letter of transmittal and tendering its outstanding notes, such holder has made its own independent appraisal of the matters referred to herein and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by BHFC, Berkshire Hathaway, the trustee or the exchange agent other than those contained in this prospectus (as amended or supplemented to the expiration date);

•  the execution and delivery of the letter of transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions set out or referred to in this prospectus;

•  the submission of the letter of transmittal to the exchange agent shall, subject to a holder’s ability to withdraw its tender prior to the expiration date, and subject to the terms and conditions of the exchange offer, constitute the irrevocable appointment of the exchange agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the outstanding notes tendered thereby in favor of BHFC or such other person or persons as it may direct and to deliver such form(s) of transfer and other document(s) in the attorney’s and agent’s discretion and/or the certificate(s) and other document(s) of title relating to such outstanding notes’ registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the exchange offer, and to vest in BHFC or its nominees such outstanding notes;

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•  it is acquiring the registered notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the registered securities to be received in the exchange offer;

•  if it is a broker-dealer holding outstanding notes acquired for its own account as a result of market-making or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of the registered notes received pursuant to the exchange offer (provided, that, by so agreeing and by delivering a prospectus, any such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933); and

•  the terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a part of, the letter of transmittal which shall be read and construed accordingly.

The representations and warranties and agreements of a holder tendering outstanding notes shall be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date. For purposes of this prospectus, the “beneficial owner” of any outstanding notes shall mean any holder that exercises investment discretion with respect to such outstanding notes.

Absence of Dissenters’ Rights

Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Acceptance of Outstanding Notes Tendered; Delivery of Exchange Notes

On the settlement date, exchange notes to be issued in partial or full exchange for outstanding notes in the exchange offer, if consummated, will be delivered in book-entry form.

BHFC will be deemed to have accepted validly tendered outstanding notes that have not been validly withdrawn as provided in this prospectus when, and if, BHFC has given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of the exchange notes through the settlement date will be made by the exchange agent on the settlement date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the outstanding notes for the purpose of receiving outstanding notes and transmitting exchange notes as of the settlement date. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted outstanding notes will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Procedures for Tendering Outstanding Notes

A holder of outstanding notes who wishes to accept the exchange offer, and whose outstanding notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct this custodial entity to tender such holder’s outstanding notes on the holder’s behalf pursuant to the procedures of the custodial entity.

To tender in the exchange offer, a holder of outstanding notes must either (i) complete, sign and date the letter of transmittal (or a facsimile thereof) in accordance with its instructions (including guaranteeing the signature(s) to the letter of transmittal, if required), and mail or otherwise deliver such letter of transmittal or such facsimile, together with the certificates representing the outstanding notes specified therein, to the exchange agent at the address set forth in the letter of transmittal for receipt on or prior to the Expiration Date or (ii) comply with the Automated Tender Offer Program (“ATOP”) procedures for book-entry transfer or guaranteed delivery procedures described below on or prior to the expiration date.

The exchange agent and the Depository Trust Company (“DTC”) have confirmed that the exchange offer is eligible for ATOP. The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent on or prior to the expiration date of the exchange offer at

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one of its addresses set forth in this prospectus. Outstanding notes will not be deemed surrendered until the letter of transmittal and signature guarantees, if any, or agent’s message, are received by the exchange agent.

The method of delivery of outstanding notes, the letter of transmittal, and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the exchange agent on or before the expiration date. Do not send the letter of transmittal or any outstanding notes to anyone other than the exchange agent.

If you are tendering your outstanding notes in exchange for exchange notes and anticipate delivering your letter of transmittal and other documents other than through DTC, you are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold notes custodially through DTC) to arrange for receipt of any exchange notes to be delivered pursuant to the exchange offer and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

Book-Entry Delivery Procedures for Tendering Outstanding Notes Held with DTC

If you wish to tender outstanding notes held on your behalf by a nominee with DTC, you must (i) inform your nominee of your interest in tendering your outstanding notes pursuant to the exchange offer, and (ii) instruct your nominee to tender all outstanding notes you wish to be tendered in the exchange offer into the exchange agent’s account at DTC on or prior to the expiration date. Any financial institution that is a nominee in DTC, including Euroclear and Clearstream, must tender outstanding notes by effecting a book-entry transfer of the outstanding notes to be tendered in the exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of the exchange offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC, and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC (a “participant”) tendering outstanding notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that BHFC and Berkshire Hathaway may enforce the agreement against the participant. A letter of transmittal need not accompany tenders effected through ATOP.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s ATOP system prior to the expiration date may tender if:

•  the tender is made through an eligible guarantor institution;

•  prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message and notice of guaranteed delivery: (i) setting forth the name and address of the holder, the registered number(s) of such outstanding notes and the principal amount of outstanding notes tendered, (ii) stating that the tender is being made thereby; and (iii) guaranteeing that, within three (3) business days after the expiration date, the letter of transmittal, or facsimile of the letter of transmittal, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•  the exchange agent receives such properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered outstanding notes in proper form for transfer or a book-entry

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confirmation, and all other documents required by the letter of transmittal, within such three (3) business days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Proper Execution and Delivery of Letter of Transmittal

Signatures on a letter of transmittal or notice of withdrawal described below (see “— Withdrawal of Tenders”), as the case may be, must be guaranteed by an eligible institution unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (i) by a holder who has not completed the box entitled “Special Delivery Instructions” or “Special Issuance and Payment Instructions” on the letter of transmittal or (ii) for the account of an eligible institution. If signatures on a letter of transmittal, or notice of withdrawal, are required to be guaranteed, such guarantee must be made by an eligible institution.

If the letter of transmittal is signed by the holder(s) of outstanding notes tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the outstanding notes without alteration, enlargement or any other change whatsoever. If any of the outstanding notes tendered thereby are held by two or more holders, all such holders must sign the letter of transmittal. If any of the outstanding notes tendered thereby are registered in different names on different outstanding notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

If outstanding notes that are not tendered for exchange pursuant to the exchange offer are to be returned to a person other than the holder thereof, certificates for such outstanding notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible institution.

If the letter of transmittal is signed by a person other than the holder of any outstanding notes listed therein, such outstanding notes must be properly endorsed or accompanied by a properly completed note power, signed by such holder exactly as such holder’s name appears on such outstanding notes. If the letter of transmittal or any outstanding notes, note powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal (or facsimile thereof), the tendering holders of outstanding notes waive any right to receive any notice of the acceptance for exchange of their outstanding notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments, and/or substitute certificates evidencing outstanding notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If no such instructions are given, outstanding notes not tendered or exchanged will be returned to such tendering holder.

All questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered outstanding notes will be determined by BHFC in its absolute discretion, which determination will be final and binding. BHFC reserves the absolute right to reject any and all tendered outstanding notes determined by it not to be in proper form or not to be tendered properly or any tendered outstanding notes the acceptance of which would, in the opinion of its counsel, be unlawful. BHFC also reserves the right to waive, in its absolute discretion, any defects, irregularities or conditions of tender as to particular outstanding notes, whether or not waived in the case of other outstanding notes. BHFC’s interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as BHFC shall determine. Although BHFC intends to notify holders of defects or irregularities with respect to tenders of outstanding notes, none of BHFC, Berkshire Hathaway, the exchange agent nor any other person will be under any duty to give such notification or shall incur any liability for failure to give any such notification. Tenders of

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outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the outstanding notes. Holders may contact the exchange agent for assistance with such matters.

Withdrawal of Tenders

You may withdraw tenders of outstanding notes at any time prior to 5:00 p.m., New York City time, on          , 2007. Tenders of outstanding notes may not be withdrawn after that time unless the exchange offer is extended with changes in the terms of the exchange offer that are, in BHFC’s reasonable judgment, materially adverse to the tendering holders of the outstanding notes.

For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the deadline described above at one of its addresses set forth in this prospectus. The withdrawal notice must specify the name of the person who tendered the outstanding notes to be withdrawn, must contain a description of the outstanding notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such outstanding notes, if applicable, and the aggregate principal amount represented by such outstanding notes; and must be signed by the holder of such outstanding notes in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to BHFC that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes. In addition, the notice of withdrawal must specify, in the case of outstanding notes tendered by delivery of certificates for such outstanding notes, the name of the registered holder (if different from that of the tendering holder) or, in the case of outstanding notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn outstanding notes. The signature on the notice of withdrawal must be guaranteed by an eligible institution unless the outstanding notes have been tendered for the account of an eligible institution.

Withdrawal of tenders of outstanding notes may not be rescinded, and any outstanding notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn outstanding notes may, however, be retendered by the holder again following one of the procedures described in “— Procedures for Tendering Outstanding Notes” prior to the expiration date.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes. The carrying value is face value. Accordingly, BHFC will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the exchange notes.

Exchange Agent

The Bank of New York Trust Company, N.A. has been appointed the exchange agent for the exchange offer. Letters of transmittal and all correspondence in connection with the exchange offer should be sent or delivered by each holder of outstanding notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at the following address and telephone number:

The Bank of New York Trust
Corporate Trust Dept. – Reorganization Unit
101 Barclay Street, 7E
New York, NY 10286
Phone: 212-815-3738
Fax: 212-298-1915

Additionally, any questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent. Holders of outstanding notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer.

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DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH

ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Other Fees and Expenses

BHFC will bear the expenses of soliciting tenders of the outstanding notes. The principal solicitation is being made by mail; additional solicitations may, however, be made by telegraph, facsimile transmission, telephone or in person by the exchange agent, as well as by BHFC or Berkshire Hathaway officers and other employees and those of their affiliates.

Tendering holders of outstanding notes will not be required to pay any fee or commission. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

DESCRIPTION OF THE EXCHANGE NOTES

The following description of certain material terms of the exchange notes, the guarantee and the exchange and registration rights agreements does not purport to be complete. The following description is subject to, and is qualified in its entirety by reference to, the indenture (the “base indenture”) entered into among BHFC, as issuer, Berkshire Hathaway, as guarantor, and The Bank of New York Trust Company, N.A., as trustee (the “trustee”), the board resolutions of BHFC creating and defining the terms of the exchange notes and the form of the exchange notes attached thereto (together with the base indenture, the “indenture”), the guarantee entered into by Berkshire Hathaway for the benefit of the holders of the exchange notes and to be endorsed on the exchange notes (the “guarantee”) and the exchange and registration rights agreements entered into among BHFC, Berkshire Hathaway and Goldman, Sachs & Co. Certain capitalized terms used herein are defined in the indenture.

You are urged to read the indenture (including definitions of terms used therein) and the guarantee because they, and not this description, define your rights as a beneficial holder of the exchange notes. You may request copies of these documents from BHFC at the address set forth above.

General

The exchange notes will be issued under the indenture. The exchange notes will be the unsecured senior obligations of BHFC and will be initially limited in aggregate principal amount to $750,000,000. BHFC may at any time, without notice to or consent of the holders of the exchange notes offered by this prospectus, issue additional notes of the same series as the exchange notes offered. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the exchange notes, except for possible variations permitted under the indenture. Any such additional notes, together with the exchange notes, will constitute a single series of notes under the indenture.

The entire principal amount of the exchange notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on September 15, 2012. Each of the exchange notes will have the benefit of an unconditional and irrevocable guarantee from Berkshire Hathaway.

The exchange notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The exchange notes will be evidenced by two or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”). Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. See “— Book-Entry, Delivery and Form.”

Payments on the exchange notes will be made through the paying agent, which will initially be the trustee, to DTC. Payments on the exchange notes will be made in U.S. dollars at the office or agency maintained by BHFC in New York, New York (or, if BHFC fails to maintain such office or agency, at the corporate trust office of the trustee in New York, New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York). At BHFC’s option, however, payments may be made by check mailed to the holder’s registered address or, with respect to global notes, by wire transfer. You may present the notes for registration of transfer and exchange,

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without service charge, at the office or agency maintained by BHFC in New York, New York (or, if BHFC fails to maintain such office or agency, at the corporate trust office of the trustee in New York, New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York). The transfer of certificated exchange notes will be registerable and such exchange notes will be exchangeable for other exchange notes of other denomination of a like aggregate principal amount at such corporate trust office.

You will not have the right to cause us to repurchase the exchange notes in whole or in part at any time before their maturity. The exchange notes are not subject to a sinking fund provision.

Interest

The exchange notes will accrue interest on their stated principal amount at the rate of 5.125% per annum from the most recent interest payment date to which interest has been paid or duly provided for, and accrued and unpaid interest will be payable semi-annually in arrears on March 1 and September 1 of each year, which are referred to as interest payment dates. Interest will be paid to the person in whose name a note is registered at the close of business on the March 1 or September 1, which are referred to as the record dates, immediately preceding the relevant interest payment date.

The amount of interest payable for any full semi-annual interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which interest is payable on the exchange notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such interest payment date. A “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the Borough of Manhattan, the City of New York are authorized or required by law, regulation or executive order to close.

Any amounts payable on any exchange notes that are not punctually paid on any payment date will cease to be payable to the person in whose name such exchange notes are registered on the relevant record date, and such defaulted payment will instead be payable to the person in whose name such exchange notes are registered on the special record date or other specified date determined in accordance with the indenture.

Ranking

The exchange notes will be unsecured senior obligations of BHFC and will rank pari passu in right of payment with all of its unsubordinated, unsecured indebtedness and will be senior in right of payment to all of its subordinated indebtedness. As of September 30, 2007, BHFC had no secured indebtedness and $8.9 billion of indebtedness.

The guarantee will be an unsecured senior obligation of Berkshire Hathaway, will rank pari passu with all of Berkshire Hathaway’s unsubordinated, unsecured indebtedness and senior to all of Berkshire Hathaway’s subordinated indebtedness, and will be effectively subordinated to all of Berkshire Hathaway’s existing and future secured indebtedness and to all existing and future indebtedness of Berkshire Hathaway’s subsidiaries (secured or unsecured). As of September 30, 2007, Berkshire Hathaway had no secured indebtedness and $591 million of indebtedness, and its subsidiaries had $34.1 billion of indebtedness.

Guarantee of Notes

Berkshire Hathaway will unconditionally and irrevocably guarantee the payment of all of BHFC’s obligations under the exchange notes pursuant to a guarantee to be endorsed on the notes. If BHFC defaults in the payment of the principal of, or interest on, such exchange notes when and as the same shall become due, whether upon maturity, acceleration, or otherwise, without the necessity of action by the trustee or any holder of such exchange notes, Berkshire Hathaway shall be required promptly and fully to make such payment.

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Optional Redemption

BHFC may redeem the exchange notes at any time, in whole or in part, at a “make whole” redemption price equal to the greater of (1) 100% of the principal amount to be redeemed or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the portion of the exchange notes being redeemed, not including any portion of such payments of interest accrued as of the date fixed for redemption, discounted to the date fixed for redemption on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus fifteen (15) basis points, plus, in each case, accrued interest on the exchange notes being redeemed to the date fixed for redemption. The Quotation Agent will select a Comparable Treasury Issue, and the Reference Dealers will provide BHFC and the trustee with the Reference Dealer Quotations. BHFC will calculate the Comparable Treasury Price.

“Adjusted Treasury Rate” means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue assuming a price for the Comparable Treasury Issue equal to the Comparable Treasury Price for the date fixed for redemption, in each case expressed as a percentage of its principal amount.

“Comparable Treasury Issue” means, for any date fixed for redemption, the U.S. Treasury security selected by the Quotation Agent which has a maturity comparable to the remaining maturity of the exchange notes as of the date fixed for redemption, which would be used in accordance with customary financial practice to price new issues of corporate debt securities with a maturity comparable to the remaining maturity of the exchange notes as of the date fixed for redemption.

“Comparable Treasury Price” means, for any Comparable Treasury Issue, the price after eliminating the highest and the lowest Reference Dealer Quotations and then calculating the average of the remaining Reference Dealer Quotations; provided, however, if BHFC obtains fewer than three Reference Dealer Quotations, BHFC will, when calculating the Comparable Treasury Price, calculate the average of all the Reference Dealer Quotations and not eliminate any such quotations.

“Quotation Agent” means Goldman, Sachs & Co. or its successor.

“Reference Dealers” means Goldman, Sachs & Co. or its successor and two or more other primary U.S. Government securities dealers in the City of New York appointed by BHFC, provided, however, that if Goldman, Sachs & Co. or its successor ceases to be a primary U.S. Government securities dealer, BHFC will appoint another primary U.S. Government securities dealer as a substitute.

“Reference Dealer Quotations” means, for any Comparable Treasury Issue, the average of the bid and asked prices for such Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by the Reference Dealers to BHFC and the trustee as of 5:00 p.m. (EST) on the third business day before the relevant date fixed for redemption.

BHFC may elect to effect a redemption in accordance with these provisions at any time and on any date. To exercise its option to redeem any such exchange notes, BHFC will mail a notice of redemption at least 30 days but not more than 60 days prior to the date fixed for redemption. If BHFC elects to redeem fewer than all the exchange notes, The Bank of New York Trust Company, N.A., as Trustee, will select the particular notes to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that The Bank of New York Trust Company, N.A., as Trustee, deems fair and appropriate.

Any notice of redemption, at BHFC’s option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal, premium, if any, and interest, if any, on the notes and that if the money has not been so received, the notice will be of no force and effect and will not be required to redeem the exchange notes. There will be no provisions for any maintenance or sinking funds for the exchange notes.

Consolidation, Merger and Sale of Assets

Except as otherwise provided in the indenture, neither BHFC nor Berkshire Hathaway may (A)(i) merge into or consolidate with any other entity, or (ii) convey, transfer or lease their respective properties and assets

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substantially as an entirety to any individual, corporation, partnership or other entity or (B) permit any individual, corporation, partnership or other entity to (i) consolidate with or merge into either of them, or (ii) convey, transfer or lease their properties and assets substantially as an entirety to either of them, unless:

•  in the case of clause (A) above, the successor or transferee corporation (or other entity) shall (i) be a corporation, partnership, limited liability company, trust or similar entity organized under the laws of the United States of America, any State of the United States or the District of Columbia (unless BHFC delivers a legal opinion to the trustee stating that there will not be any adverse tax effect on the holders of the exchange notes as a result of such successor or transferee not being organized under any such laws), and (ii) expressly assume, as applicable, (a) the due and punctual payment of the principal of and any interest on the exchange notes and the performance of BHFC’s obligations under the indenture or (b) the due and punctual performance of the guarantee and Berkshire Hathaway’s obligations under the indenture; and

•  in the case of clause (B) above, after giving effect to such transaction (and treating any indebtedness which becomes an obligation of BHFC, Berkshire Hathaway or any consolidated subsidiary of Berkshire Hathaway’s as a result of such transaction as having been incurred by BHFC, Berkshire Hathaway or such consolidated subsidiary of Berkshire Hathaway, as applicable, at the time of such transaction), no event of default (and no event which, after notice or lapse of time or both, would become an event of default) under the indenture shall have happened and be continuing.

Events of Default

Any one of the following events will constitute an event of default with respect to the exchange notes:

•  a default in the payment of any interest on the exchange notes when due and payable, and the continuance of such default for a period of 30 days;

•  a default in the payment of principal of the exchange notes when due and payable;

•  a default in the performance, or breach, of other covenants or warranties of BHFC or Berkshire Hathaway in the indenture or of Berkshire Hathaway in the guarantee that continues for 60 days after BHFC or Berkshire Hathaway, as the case may be, receive notice of the default or breach;

•  certain defaults under other indebtedness having an aggregate principal amount outstanding of at least $1.0 billion by Berkshire Hathaway, BHFC or any of Berkshire Hathaway’s other consolidated subsidiaries; and

•  certain events of bankruptcy, insolvency or liquidation involving Berkshire Hathaway or BHFC.

If an event of bankruptcy, insolvency or liquidation of Berkshire Hathaway or BHFC has occurred, the principal of the exchange notes and any other amounts payable under the indenture will become immediately due and payable. If any other event of default shall occur and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the exchange notes may declare the principal of the exchange notes and any other amounts payable under the indenture to be forthwith due and payable and enforce their other rights as a creditor with respect to the exchange notes.

Defeasance

BHFC’s obligations with respect to the payment of the principal and interest on the exchange notes, and Berkshire Hathaway’s obligations with respect to the exchange notes under the indenture and the guarantee, will

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terminate if BHFC irrevocably deposits or causes to be deposited with the trustee as trust funds specifically held in trust for, and dedicated solely to, the benefit of the holders of the exchange notes:

•  cash,

•  U.S. government obligations, which through the scheduled payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash, or

•  a combination of the foregoing,

in each case sufficient to pay and discharge each installment of principal and interest on the exchange notes.

The discharge of the exchange notes is subject to certain other conditions, including, without limitation,

•  no event of default or event (including such deposit) which with notice or lapse of time would become an event of default shall have occurred and be continuing on the date of such deposit (or, with respect to an event of bankruptcy, insolvency or liquidation of Berkshire Hathaway or BHFC, at any time on or prior to the 90th day after the date of such deposit),

•  BHFC shall have delivered to the trustee an opinion of independent tax counsel stating that (i) BHFC has received from, or there has been published by, the IRS a ruling or (ii) since the date of the indenture there has been a change in applicable federal income tax law, in either case, to the effect that holders of the exchange notes will not recognize gain or loss for United States federal income tax purposes if BHFC makes such deposit,

•  BHFC shall have delivered to the trustee a certificate stating that the exchange notes, if they are then listed on any securities exchange, will not be delisted as a result of such deposit, and

•  such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which BHFC or Berkshire Hathaway is a party or otherwise bound.

Modification, Waiver, Meetings and Voting

Modification of Indenture

The indenture provides that BHFC, Berkshire Hathaway and the trustee may, without the consent of any holders of exchange notes, enter into supplemental indentures for the purposes, among other things, of adding to BHFC’s or Berkshire Hathaway’s covenants, adding additional events of default, curing ambiguities or inconsistencies in the indenture, or making other changes to the indenture, provided such action does not have a material adverse effect on the interests of the holders of the exchange notes.

In addition, modifications and amendments of the indenture may be made by BHFC and the trustee with the consent of the holders of not less than a majority of the aggregate principal amount of the exchange notes and each other then-outstanding series of securities, if any, issued under the indenture, acting as one class, that is affected by such modification or amendment, provided, however, that no such modification or amendment may, without the consent of each holder of exchange notes outstanding that is affected thereby,

•  change the stated maturity of the principal of, or any installment of principal of or interest on, the exchange notes,

•  reduce the principal of or interest rate on any exchange notes,

•  change the place of payment where, or the currency in which, the exchange notes or any interest thereon is payable,

•  impair the right to institute suit for the enforcement of any payment on or with respect to the exchange notes on or after the stated maturity thereof or on the guarantee,

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•  reduce the percentage in principal amount of the exchange notes then outstanding required for modification or amendment of the indenture or for any waiver of compliance with certain provisions of the indenture or for waiver of certain defaults, or

•  modify any of the above provisions.

Waiver of Default

The holders of not less than a majority of aggregate principal amount of the exchange notes then outstanding may, on behalf of the holders of all exchange notes, waive any past default under the indenture with respect to the exchange notes except a default in the payment of principal or any interest on the exchange notes and a default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of the exchange notes then outstanding.

Assumption by Berkshire

The indenture provides that Berkshire Hathaway may, without the consent of the trustee or the holders of the exchange notes, assume all of BHFC’s rights and obligations under the indenture and the exchange notes if, after giving effect to such assumption, no event of default or event which with notice or lapse of time would become an event of default shall have occurred and be continuing. In addition, Berkshire Hathaway shall assume all of BHFC’s rights and obligations under the indenture and the exchange notes if, upon a default by BHFC in the due and punctual payment of the principal of or interest on the exchange notes, Berkshire Hathaway is prevented by any court order or judicial proceeding from fulfilling its obligations under the guarantee. Such assumption shall result in the exchange notes becoming the direct obligations of Berkshire Hathaway and shall be effected without the consent of the trustee or the holders of the exchange notes. Upon any such assumption, Berkshire Hathaway will execute a supplemental indenture evidencing its assumption of all such rights.

Book-Entry, Delivery and Form

The exchange notes will be represented by two or more permanent global notes in definitive, fully registered form without interest coupons. Upon issuance, the exchange notes will be deposited with the Trustee as custodian for DTC, and registered in the name of DTC or its nominee.

Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which are referred to as “participants,” or persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

So long as DTC, or its nominee, is the registered owner or holder of any of the exchange notes, DTC or that nominee, as the case may be, will be considered the sole owner or holder of such exchange notes represented by the global note for all purposes under the indenture and the exchange notes. No beneficial owner of an interest in a global note will be able to transfer such interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture and, if applicable, those of Euroclear and Clearstream Banking.

Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of BHFC, Berkshire Hathaway, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

BHFC expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. BHFC also expects that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities

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held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

BHFC expects that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in a global note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC will exchange the applicable global note for certificated notes, which it will distribute to its participants.

A global note is exchangeable for definitive exchange notes in registered certificated form if:

•  DTC (i) notifies BHFC that it is unwilling or unable to continue as depositary for the global notes, and BHFC fails to appoint a successor depositary, or (ii) has ceased to be a clearing agency registered under the Exchange Act;

•  at BHFC’s option, BHFC notifies the trustee in writing that it has elected to cause the issuance of the certificated securities; or

•  there has occurred and is continuing a default or event of default with respect to the exchange notes.

In addition, beneficial interests in a global note may be exchanged for certificated securities upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated securities delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

DTC has advised BHFC that: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly, whom are referred to as indirect participants.

Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of BHFC, Berkshire Hathaway, the Trustee or the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Same Day Settlement and Payment

BHFC will make payments in respect of the exchange notes represented by the global notes (including principal, interest and premium, if any) by wire transfer of immediately available funds to the accounts specified by the global noteholder. BHFC will make all payments of principal, interest and premium with respect to certificated securities by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder’s registered address. The exchange notes represented by the global notes are expected to trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in the exchange notes will, therefore, be required by DTC to be settled in immediately available funds. BHFC expects that secondary trading in any certificated securities will also be settled in immediately available funds.

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Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited and any crediting of this type will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised BHFC that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Notices

Except as otherwise described herein, notice to registered holders of the exchange notes will be given by mail to the addresses as they appear in the security register. Notices will be deemed to have been given on the date of such mailing.

Governing Law

The indenture, the exchange notes and Berkshire Hathaway’s guarantee will be governed by and construed in accordance with the laws of the State of New York.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. BHFC has agreed that, starting on the expiration date of the exchange offer and ending one hundred and eighty days after such date, it will make this prospectus available to any broker-dealer for use in connection with any such resale.

Neither BHFC nor Berkshire Hathaway will receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration of the exchange offer, BHFC will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. BHFC and Berkshire Hathaway will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary describes the material United States federal income tax consequences resulting from the exchange of outstanding notes for the exchange notes by a holder. This discussion applies only to a holder of notes who holds such notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and does not address holders of notes that may be subject to special rules. Holders that may be subject to special rules include banks, thrifts or other financial institutions, regulated investment

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companies or real estate investment trusts, insurance companies, tax-exempt entities, S corporations, broker-dealers or dealers in securities or currencies, traders in securities, persons whose functional currency is not the U.S. dollar, United States expatriates, persons that hold the notes as part of a straddle, hedge, conversion or other risk reduction or constructive sale transaction and persons subject to the alternative minimum tax provisions of the Code.

If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Such partners should consult their tax advisors as to the tax consequences of the partnership owning and disposing of exchange notes.

This summary does not discuss all of the aspects of United States federal income taxation that may be relevant to investors in light of their particular circumstances. In addition, this summary does not discuss any United States state, local or foreign income or other tax consequences. This summary is based upon the provisions of the Code, United States Treasury Regulations, Internal Revenue Service (“IRS”) rulings and pronouncements and administrative and judicial decisions, all as in effect as of the date of this prospectus and all of which are subject to change or differing interpretation, possibly with retroactive effect. Neither BHFC nor Berkshire Hathaway has requested, or plans to request, any rulings from the IRS concerning the tax consequences of the exchange of the outstanding notes for the exchange notes or the ownership or disposition of the exchange notes. The statements set forth below are not binding on the IRS or on any court. Thus, neither BHFC nor Berkshire Hathaway can provide any assurance that the statements set forth below will not be challenged by the IRS, or that they would be sustained by a court if they were so challenged. Certain tax matters were passed upon for BHFC and Berkshire Hathaway by Munger, Tolles & Olson LLP, Los Angeles, California, in an opinion that was filed with the registration statement of which this prospectus is a part.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS REGARDING THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF EXCHANGING THE OUTSTANDING NOTES FOR THE EXCHANGE NOTES.

The Exchange

The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an “exchange” for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Moreover, for federal income tax purposes, the exchange notes will have the same tax attributes as the outstanding notes and the same tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

LEGAL MATTERS

The validity of the exchange notes and the related guarantees offered hereby will be passed upon for BHFC and Berkshire Hathaway by Munger, Tolles & Olson LLP, Los Angeles, California.

Ronald L. Olson, a partner of Munger, Tolles & Olson LLP, is a director of Berkshire Hathaway. Mr. Olson and those attorneys at Munger, Tolles & Olson LLP who are representing BHFC and Berkshire Hathaway in connection with the exchange offer beneficially own, in the aggregate, 329 shares of Berkshire Hathaway’s class A common stock and 407 shares of Berkshire Hathaway’s class B common stock.

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EXPERTS

The consolidated financial statements and the related financial statement schedule as of December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006, and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2006 incorporated by reference in this prospectus from the Company’s Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the financial statements and financial statement schedule and include an explanatory paragraph referring to the change in the Company’s accounting for pension and other postretirement benefits to conform to Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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Berkshire Hathaway Inc.

Offer to Exchange

$750,000,000 principal amount of 5.125% Senior Notes Due 2012 of Berkshire Hathaway Finance Corporation, unconditionally guaranteed by Berkshire Hathaway Inc.,

which have been registered under the Securities Act of 1933, for any and all

5.125% Senior Notes Due 2012 of Berkshire Hathaway Finance Corporation,

unconditionally guaranteed by Berkshire Hathaway Inc.

PROSPECTUS

          , 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Officers and Directors

Section 145 of the General Corporation Law of Delaware empowers BHFC and Berkshire Hathaway to indemnify, subject to the standards therein prescribed, any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that such person is or was a director, officer, employee or agent of BHFC or Berkshire Hathaway or is or was serving as such with respect to another corporation or other entity at the request of either of them. Section 10 of Berkshire Hathaway’s by-laws provides that Berkshire Hathaway shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, indemnify directors and officers of Berkshire from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section 145. Additionally, as permitted by Section 145 and Berkshire Hathaway’s by-laws, Berkshire Hathaway has entered into indemnification agreements with each of its directors and officers. The description of such indemnification agreements in paragraphs 2 and 3 of Item 15 of Berkshire Hathaway’s Registration Statement on Form S-3 (Registration No. 333-41686) filed with the SEC on July 18, 2000 is incorporated herein by reference.

As permitted by Section 102 of the General Corporation Law of Delaware, Berkshire Hathaway’s Restated Certificate of Incorporation includes, as Article Eighth thereof, a provision eliminating, to the extent permitted by Delaware law, the personal liability of each director of Berkshire Hathaway to Berkshire Hathaway or any of its stockholders for monetary damages resulting from breaches of such director’s fiduciary duty of care.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 21.   Exhibits and Financial Data Schedules

(1) The attached exhibit index is incorporated by reference herein.

(2) No financial statement schedules are required to be filed herewith pursuant to this Item.

Item 22.   Undertakings

(a) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described under Item 20 or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange 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 registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants will, unless in the opinion of 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.

(b) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(c) The undersigned registrants hereby undertake:

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

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

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(ii) 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 the 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 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) 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;

provided, however, that paragraphs (c) (1) (i) and (c) (1) (ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 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 exchange offer.

(d) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of the receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Berkshire Hathaway Finance Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on December 7, 2007.

Berkshire Hathaway Finance Corporation

By:  /s/  Marc D. Hamburg

Marc D. Hamburg

President

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/  Marc D. Hamburg Marc D. Hamburg	President and Director (principal executive officer)	December 7, 2007
/s/  Kerby ham Kerby Ham	Treasurer (principal financial officer/ principal accounting officer)	December 7, 2007
/s/  Daniel J. Jaksich Daniel J. Jaksich	Director	December 7, 2007
/s/  Jo Ellen Rieck Jo Ellen Rieck	Director	December 7, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Berkshire Hathaway Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on December 7, 2007.

Berkshire Hathaway Inc.

By:  /s/  Marc D. Hamburg

Marc D. Hamburg

Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Warren E. Buffett, Charles T. Munger and Marc D. Hamburg, and each of them individually, each with full power of substitution and resubstitution, as such person’s true and lawful attorney-in-fact and agent, in such person’s name and on such person’s behalf, in any and all capacities, to sign any and all amendments to this Registration Statement, including any post-effective amendments and any 462(b) registration statement related to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission.

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/  Warren E. Buffett Warren E. Buffett	Chairman of the Board and Director (principal executive officer)	December 7, 2007
/s/  Charles T. Munger Charles T. Munger	Vice Chairman of the Board and Director	December 7, 2007
/s/  Marc D. Hamburg Marc D. Hamburg	Vice President and Chief Financial Officer (principal financial officer)	December 7, 2007
/s/  Daniel J. Jaksich Daniel J. Jaksich	Controller (principal accounting officer)	December 7, 2007
/s/  William H. Gates, III William H. Gates, III	Director	December 7, 2007
/s/  Susan L. Decker Susan L. Decker	Director	December 7, 2007
/s/  Ronald L. Olson Ronald L. Olson	Director	December 7, 2007
/s/  Walter Scott, Jr. Walter Scott, Jr.	Director	December 7, 2007

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Signature	Title	Date
/s/  Howard G. Buffett Howard G. Buffett	Director	December 7, 2007
/s/  Thomas S. Murphy Thomas S. Murphy	Director	December 7, 2007
/s/  Donald R. Keough Donald R. Keough	Director	December 7, 2007
/s/  David S. Gottesman David S. Gottesman	Director	December 7, 2007
/s/  Charlotte Guyman Charlotte Guyman	Director	December 7, 2007

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EXHIBIT INDEX

Exhibit
Number			Description
	3	.1	Certificate of Incorporation of Berkshire Hathaway Finance Corporation (incorporated by reference to Exhibit 3.1 to Form S-4 of Berkshire Hathaway Inc., filed December 30, 2003
	3	.2	Bylaws of Berkshire Hathaway Finance Corporation (incorporated by reference to Exhibit 3.2 to Form S-4 of Berkshire Hathaway Inc., filed December 30, 2003)
	3	.3	Restated Certificate of Incorporation of Berkshire Hathaway Inc. (incorporated by reference to Exhibit 3 to Form 10-Q of Berkshire Hathaway Inc. filed August 5, 2005)
	3	.4	Bylaws of Berkshire Hathaway Inc. as amended on May 7, 2007 (incorporated by reference to Exhibit 99.1 to Form 8-K of Berkshire Hathaway Inc. filed May 8, 2007)
	4	.1	Indenture, dated as of December 22, 2003, between Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc. and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form S-4 of Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc., filed on February 4, 2004)
	4	.2	Exchange and Registration Rights Agreement
	4	.3	Form of 5.125% Senior Note Due 2012
	4	.4	Form of Letter of Transmittal relating to the 5.125% Senior Notes due 2012
	4	.5	Form of Letter to Broker-Dealers and Other Nominees relating to the 5.125% Senior Notes due 2012
	4	.6	Form of Letter to Clients from Broker-Dealers relating to the 5.125% Senior Notes due 2012
	4	.7	Form of Instructions from Beneficial Owners relating to the 5.125% Senior Notes due 2012
	4	.8	Form of Notice of Guaranteed Delivery relating to the 5.125% Senior Notes due 2012
	5		Opinion of Munger, Tolles & Olson LLP as to the legality of the 5.125% Senior Notes due 2012 and related guarantees being registered
	8		Opinion of Munger, Tolles & Olson LLP as to certain tax matters
	12		Statement re Computation of Ratios of Earnings to Fixed Charges
	23	.1	Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP
	23	.2	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5)
	23	.3	Consent of Munger, Tolles & Olson LLP (included in Exhibit 8)
	24	.1	Power of Attorney for Berkshire Hathaway Inc. (See page II-4 of this Registration Statement)
	25	.1	Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of 1939 of The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association (incorporated by reference to Exhibit 25.1 to Form S-4 of Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc., filed February 4, 2004)

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EX-4.2

Exhibit 4.2

Execution Version

Berkshire Hathaway Finance Corporation

$750,000,000 5.125% Senior Notes Due 2012

Unconditionally and irrevocably guaranteed as to the payment of
principal and interest (including special interest, if any) by

Berkshire Hathaway Inc.

Exchange and Registration Rights Agreement

September 19, 2007

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

          Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $750,000,000 aggregate principal amount of its 5.125% Senior Notes due 2012 (the “Notes”), which are unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”).

          As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Issuer and the Guarantor, jointly and severally, agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

          1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this “Agreement”), the following terms shall have the following respective meanings:

     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

     The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

     “Closing Date” shall mean the date on which the Securities are initially issued.

     “Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

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     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

     ”Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

     “Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection with the offer or sale of the Securities.

     The term “holder” shall mean each of the Purchaser and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

     “Indenture” shall mean the Indenture dated as of December 22, 2003, among the Issuer, the Guarantor and The Bank of New York Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as Trustee, as the same shall be amended from time to time.

     “NASD Rules” shall have the meaning assigned thereto in Section 3(d)(xiv) hereof.

     “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

     The term “person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

     “Prospectus” means the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act) included in the Exchange Registration Statement or the Shelf Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Exchange Registration Statement or the Shelf Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by

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reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

     “Purchase Agreement” shall mean the Purchase Agreement dated September 12, 2007 among the Purchaser, the Guarantor and the Issuer relating to the Securities.

     “Purchaser” shall mean Goldman, Sachs & Co.

     “Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a Prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5 and 7 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuer or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

     “Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

     “Registration Default Period” shall have the meaning assigned thereto in Section 2(c) hereof.

     “Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

     “Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Issuer.

     “Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

     “Securities” shall mean, collectively, the Notes to be issued and sold to the Purchaser, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the Guarantee, dated as of September 19, 2007, provided by the Guarantor for the benefit of the holders of the Securities (the “Guarantee”) and, unless the context otherwise requires, any reference herein to a “Security,” an

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“Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantee.

     “Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

     ”Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

     “Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

     For purposes of this Agreement, (i) all references herein to any Exchange Registration Statement, Shelf Registration Statement, preliminary prospectus or Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version filed with the SEC pursuant to its EDGAR; (ii) all references herein to financial statements and schedules and other information which is “contained”, “included” or “stated” in any Exchange Registration Statement, Shelf Registration Statement, or Prospectus (or other similar references) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in such Exchange Registration Statement, Shelf Registration Statement, or Prospectus, as the case may be; (iii) all references herein to a registration statement or to amendments or supplements to any Exchange Registration Statement, Shelf Registration Statement, or Prospectus as of any time shall be deemed to mean and include any document incorporated, or deemed to be incorporated, therein by reference as of such time and all references herein to any post-effective amendment to a registration statement or to amendments or supplements to any Exchange Registration Statement, Shelf Registration Statement, or Prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time; (iv) all references herein to Rule 144, Rule 144A or Rule 405 under the Securities Act, and all references to any sections or subsections thereof or terms defined therein, shall include any successor provisions thereto; and (v) all references herein to “days” (but not to Business Days) means calendar days.

          Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

               2. Registration Under the Securities Act.

     (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially

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identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a Prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

     (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 225 days following the Closing Date or (iii) the Exchange Offer is not available to the Purchaser for any Securities acquired directly from the Issuer and the Guarantor, the Issuer and the Guarantor shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than the later of 30 days in the case of clause (i) or (ii) and 90 days in the case of clause (iii) after the time such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such

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registration statement, the “Shelf Registration Statement”). The Issuer and the Guarantor agree to use their best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Closing Date or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) and 3(d)(iii) hereof.

     (c) In the event that (i) the Issuer and the Guarantor have not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Issuer or the Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 7(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period.

     (d) The Issuer and the Guarantor shall each take all actions reasonable and necessary to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions reasonable and necessary to register the Guarantee under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

     (e) Each holder of Registrable Securities hereby acknowledges and agrees that any broker-dealer and any such holder using the Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus

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delivery requirements of the Securities Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Securities obtained by such holder in exchange for Registrable Securities acquired by such holder directly from the Issuer or one of its affiliates. Accordingly, the Issuer’s obligation to accept for exchange a holder’s Registrable Securities tendered in the Exchange Offer shall be conditioned upon such holder representing to the Issuer that, at the time of the consummation of the Exchange Offer:

     (i) that any Exchange Securities received by such holder will be acquired in the ordinary course of such holder’s business;

     (ii) that such holder will have no arrangement or understanding with any person to participate in the distribution of the Exchange Securities within the meaning of the Act;

     (iii) that such holder is not an affiliate of the Issuer; and

     (iv) that if such holder is a broker-dealer that it will receive Exchange Securities for its own account in exchange for Registrable Securities acquired as a result of market making activities or other trading activities and acknowledges that such holder will deliver a Prospectus in connection with any resale of the Exchange Securities.

          3. Registration Procedures.

               If the Issuer and the Guarantor file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

     (a) At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Issuer and the Guarantor shall qualify the Indenture under the Trust Indenture Act of 1939.

     (b) In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuer and the Guarantor shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

     (c) In connection with the Issuer’s and the Guarantor’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Issuer and the Guarantor shall, as soon as practicable (or as otherwise specified):

     (i) prepare and file with the Commission, as soon as practicable but no later than 90 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Issuer and the Guarantor and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 180 days after the Closing Date;

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     (ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the Prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the Prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Issuer or the Guarantor with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

     (iv) promptly notify each broker-dealer that has requested or received copies of the Prospectus included in such registration statement, and confirm such advice in writing if so requested by any such broker-dealer, (A) when such Exchange Registration Statement or the Prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Issuer or the Guarantor of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (E) at any time during the Resale Period when a Prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, Prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

     (v) in the event that the Issuer or the Guarantor would be required, pursuant to Section 3(c)(iv)(E) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder, without charge, a reasonable number of copies of the Prospectus, including each preliminary prospectus or Free Writing Prospectus, supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such Prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission

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thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; each such broker-dealer agrees that upon receipt of any notice from the Issuer or the Guarantor pursuant to Section 3(c)(iv)(E) hereof, such broker-dealer shall forthwith discontinue the disposition of Exchange Securities pursuant to such defective Prospectus until such broker-dealer shall have received copies of such amended or supplemented Prospectus, preliminary prospectus or Free Writing Prospectus, and if so directed by the Issuer or the Guarantor, such broker-dealer shall deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in such broker-dealer’s possession of the Prospectus covering such Exchange Securities at the time of receipt of such notice;

     (vi) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

     (vii) use its best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Issuer nor the Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

     (viii) use its best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

     (ix) provide CUSIP and ISIN numbers for all Exchange Securities, not later than the applicable Effective Time; and

     (x) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Guarantor and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Guarantor, Rule 158 thereunder).

     (d) In connection with the Issuer’s and the Guarantor’s obligations with respect to the Shelf Registration, if applicable, the Issuer and the Guarantor shall, as soon as practicable (or as otherwise specified):

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     (i) prepare and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Issuer and the Guarantor and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

     (ii) not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the Prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Issuer by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Issuer;

     (iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Issuer and the Guarantor shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the Prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Issuer;

     (iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the Prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

     (v) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

     (vi) promptly notify each of the Electing Holders, and confirm such advice in writing if so requested by any such Electing Holder, (A) when such Shelf Registration Statement, or the Prospectus included therein or any prospectus amendment or supplement or post-effective amendment, or any Free Writing Prospectus, has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the

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Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Issuer or the Guarantor of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (E) if at any time when a Prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, Prospectus, or Free Writing Prospectus, including any amendment or supplement thereto, does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

     (vii) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

     (viii) furnish to each Electing Holder a conformed copy of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto, upon request, and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the Prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and the Issuer and the Guarantor hereby consent to the use of such Prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder, in the form most recently provided to such person by the Issuer or the Guarantor, in connection with the offering and sale of the Registrable Securities covered by the Prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

     (ix) use best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf

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Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Issuer nor the Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(ix), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

     (x) use its best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

     (xi) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

     (xii) provide CUSIP and ISIN numbers for all Registrable Securities, not later than the applicable Effective Time;

     (xiii) notify in writing each holder of Registrable Securities of any amendment or waiver of any provision of this Agreement effected pursuant to Section 7(h) hereof, which notice shall contain the text of the amendment or waiver effected;

     (xiv) in the event that any broker-dealer registered under the Exchange Act shall be an “affiliate” (as defined in Rule 2720(b)(1) of the Rules of the National Association of Securities Dealers, Inc., as amended from time to time (or any successor provision thereto) (the “NASD Rules”)) of the Issuer or the Guarantor or has a “conflict of interest” (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision thereto)) and such broker-dealer shall underwrite, participate as a member of an underwriting syndicate or selling group or assist in the distribution of any Registrable Securities covered by the Shelf Registration Statement, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuer and the Guarantor shall provide such nonconfidential information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the NASD Rules; and

     (xv) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf

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Registration Statement, an earning statement of the Guarantor and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Guarantor, Rule 158 thereunder).

     (e) In the event that the Issuer or the Guarantor would be required, pursuant to Section 3(d)(vi)(E) above, to notify the Electing Holders, the Issuer and the Guarantor shall without delay prepare and furnish to each of the Electing Holders, a reasonable number of copies of a Prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such Prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Issuer or the Guarantor pursuant to Section 3(d)(vi)(E) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented Prospectus, and if so directed by the Issuer or the Guarantor, such Electing Holder shall deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice.

     (f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice and Questionnaire, the Issuer may require such Electing Holder to furnish to them such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Issuer as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Issuer or of the occurrence of any event in either case as a result of which any Prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Issuer any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

     (g) Until the expiration of two years after the Closing Date, the Issuer and the Guarantor will not, and will not permit any of their respective “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

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          4. Registration Expenses.

               The Issuer agrees to bear and to pay or cause to be paid promptly all expenses incurred in connection with the Issuer’s and the Guarantor’s performance of or compliance with this Agreement (“Registration Expenses”). Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel, other advisors or experts retained by or acting on behalf of such holders (severally or jointly).

          5. Indemnification.

     (a) Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary, final or summary prospectus contained in any Exchange Registration Statement or Shelf Registration Statement or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent or underwriter, (ii) any Free Writing Prospectus, or any amendment or supplement thereto, or (iii) any issuer information filed or required to be filed pursuant to Rule 433(d) under the Securities Act (“Issuer Information”) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and if the Purchaser selects a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent such holder, such Electing Holder, such agent and such underwriter in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred; provided, however, that neither the Issuer nor the Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Exchange Registration Statement, Shelf Registration Statement, preliminary, final or summary prospectus, Free Writing Prospectus, including any amendment or supplement thereto, or any Issuer Information, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

     (b) Indemnification by the Holders and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof, that each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder’s Registrable Securities in such registration statement, and each underwriter, selling agent or other securities professional, if any, which

14

facilitates the disposition of such Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Issuer, the Guarantor, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, the Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 5, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by subsection (a) or (b) above. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

     (d) Contribution. If the indemnification provided for in this Section 5 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in

15

respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation (even if the holders of Registrable Securities or any agents or underwriters or other securities professionals or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the holders of Registrable Securities and any agents or underwriters or other securities professionals in this Section 5(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

     (e) The obligations of the Issuer and the Guarantor under this Section 5 shall be in addition to any liability which the Issuer or the Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 5 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuer or the Guarantor (including any person who, with his consent, is named in any registration statement as about to become a director of the Issuer or the Guarantor) and to each person, if any, who controls the Issuer within the meaning of the Securities Act.

16

          6. Rule 144.

               The Issuer and the Guarantor covenant to the holders of Registrable Securities that to the extent they shall be required to do so under the Exchange Act, the Issuer and the Guarantor shall timely file the reports required to be filed by them under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuer and the Guarantor shall deliver to such holder a written statement as to whether they have complied with such requirements.

          7. Miscellaneous.

     (a) No Inconsistent Agreements. The Issuer and the Guarantor, jointly and severally, represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

     (b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Issuer or the Guarantor fails to perform any of its obligations hereunder and that the Purchaser and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchaser and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Issuer and the Guarantor under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction.

     (c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Issuer or the Guarantor, to such party at 1440 Kiewit Plaza, Omaha, Nebraska 68131; and if to a holder, to the address of such holder set forth in the security register or other records of the Issuer, or to such other address as the Issuer or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

     (d) Parties in Interest. The parties to this Agreement intend that all holders of Registrable Securities shall be entitled to receive the benefits of this Agreement and that any Electing Holder shall be bound by the terms and provisions of this Agreement by reason of such election with respect to the Registrable Securities which are included in a Shelf Registration Statement. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto and any holder from time to time of the Registrable Securities to the aforesaid extent. In the event that any transferee of any holder of Registrable

17

Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be entitled to receive the benefits of and, if an Electing Holder, be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement to the aforesaid extent.

     (e) Survival. The respective indemnities, agreements, representations, warranties and other provisions set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner of such agent or underwriter, or any controlling person of any of the foregoing, and shall survive the transfer and registration of the Registrable Securities of such holder and the consummation of an Exchange Offer.

     (f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     (g) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

     (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement, including this Section 7(h), may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuer, the Guarantor and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 7(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

     (i) Inspection. Until the transfer of all Registrable Securities pursuant to an Exchange Offer or Shelf Registration Statement, as applicable, this Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Issuer at the address thereof set forth in Section 7(c) above and at the office of the Trustee under the Indenture.

     (j) Counterparts. This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

18

          If the foregoing is in accordance with your understanding, please sign and return to us one for each of the Issuer, the Guarantor and the Purchaser plus one for each of their respective counsel counterparts hereof, and upon the acceptance hereof by the Purchaser, this letter and such acceptance hereof shall constitute a binding agreement among each of the Purchaser, the Guarantor and the Issuer.

Very truly yours, Berkshire Hathaway Finance Corporation
By:
	Name:
	Title:

Berkshire Hathaway Inc.
By:
	Name:
	Title:

Accepted as of the date hereof:

(Goldman, Sachs & Co.) 

Exhibit A

Berkshire Hathaway Finance Corporation

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT — IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] ^*

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Berkshire Hathaway Finance Corporation (the “Issuer”) [Title of Securities] (the “Securities”), which are unconditionally and irrevocably guaranteed by Berkshire Hathaway Inc. (the “Guarantor”), are held.

The Issuer and the Guarantor are in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [                    ] at the Issuer, 1440 Kiewit Plaza, Omaha, Nebraska 68131, Telephone: (402) 346-1400.

* Not less than 28 calendar days from date of mailing.

A-1

Berkshire Hathaway Finance Corporation

Notice of Registration Statement

and

Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Agreement”) among Berkshire Hathaway Finance Corporation (the “Issuer”), Berkshire Hathaway Inc. (the “Guarantor”) and the Purchaser named therein. Pursuant to the Agreement, the Issuer has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuer’s [Title of Securities] which are unconditionally and irrevocably guaranteed by the Guarantor (the “Securities”). A copy of the Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Issuer’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Agreement, including, without limitation, Section 5 of the Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuer the Notice of Transfer (completed and signed) set forth in Exhibit 1 to this Notice and Questionnaire.

The Selling Securityholder hereby provides the following information to the Issuer and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2)		Address for Notices to Selling Securityholder:
		Telephone:
		Fax:
		Contact Person:
(3)		Beneficial Ownership of Securities:
		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a)	Principal amount of Registrable Securities beneficially owned:
		CUSIP No(s). of such Registrable Securities:
	(b)	Principal amount of Securities other than Registrable Securities beneficially owned:
		CUSIP No(s). of such other Securities:
	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
		CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
(4)		Beneficial Ownership of Other Securities of the Issuer or the Guarantor:
		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuer or the Guarantor, other than the Securities listed above in Item (3).
		State any exceptions here:

A-4

(5)	Relationships with the Issuer or the Guarantor:
	Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuer or the Guarantor (or any or their respective predecessors or affiliates) during the past three years.
	State any exceptions here:
(6)	Plan of Distribution:
	Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.
	State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Issuer, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Issuer and the Guarantor in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Agreement to provide such information as may be required by law for inclusion in the Shelf Registration

A-5

Statement, the Selling Securityholder agrees to promptly notify the Issuer of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i) To the Issuer:

(ii) With a copy to:

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuer’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuer and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:                     

Selling Securityholder 

(Print/type full legal name of beneficial owner of Registrable Securities) 

By:
	Name:
	Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUER’S COUNSEL AT:

A-7

Exhibit 1 to Annex A

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York Trust Company, N.A.
Berkshire Hathaway Finance Corporation
c/o The Bank of New York Trust Company, N.A.
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602

Attention: Trust Officer

Re:  Berkshire Hathaway Finance Corporation (the “Issuer”)
[Title of Securities]
unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc. (the “Guarantor”)

Dear Sirs:

Please be advised that                                     has transferred $                                      aggregate principal amount of the above-referenced Senior Notes pursuant to an effective Registration Statement on Form S-3 (File No. 333-                    ) filed by the Issuer and the Guarantor.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Senior Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Senior Notes transferred are the Senior Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
(Name)
By:
	(Authorized Signature)

A-8

EX-4.3

EXHIBIT 4.3

5.125% Senior Notes due 2012
CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	as Trustee,
	By:
		Authorized Officer
Dated: September 19, 2007

THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS DEBT SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO BERKSHIRE HATHAWAY FINANCE CORPORATION OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

BERKSHIRE HATHAWAY FINANCE CORPORATION

5.125% Senior Notes due 2012

	CUSIP: 084664AU5
	ISIN: US084664AU54
No. 1	$
	(as revised by the Schedule of Increases and Decreases in Global Security attached hereto)

     BERKSHIRE HATHAWAY FINANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., the registered Holder hereof, the principal sum of                           ($                    ) (as revised by the Schedule of Increases and Decreases in Global Security attached hereto) on September 15, 2012, and to pay interest thereon from and including September 19, 2007 or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 2007 (each an “Interest Payment Date”), at the rate of 5.125% per annum (as adjusted, if at all, pursuant to such Indenture, the “Interest Rate”), until the principal hereof is paid or made available for payment; provided that any principal, and any such installment of interest, which is overdue shall bear interest at the Interest Rate (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debt Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture.

     Payment of the principal of and interest on this Debt Security will be made at the office or agency of the Company maintained for that purpose in the City of New York, New York (or, if the Company does not maintain such office or agency, at the corporate trust office of the Trustee in the City of New York or if the Trustee does not maintain an office in the City of New York, at the office of a Paying Agent in the City of New York), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt; provided, however, that at the option of the Company payments of principal or interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

     This Debt Security may be redeemed, in whole or in part, at the option of the Company, at any time prior to its maturity at a redemption price equal to the greater of (A) 100% of the principal amount to be redeemed or (B) as determined by the Quotation Agent, the sum of the

present values of the remaining scheduled payments of principal and interest on the portion of this Debt Security being redeemed, not including any portion of such payments of interest accrued as of the date fixed for redemption, discounted to the date fixed for redemption on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus fifteen (15) basis points, plus, in each case, accrued interest on the portion of this Debt Security being redeemed to the date fixed for redemption.

     The Quotation Agent will select a Comparable Treasury Issue, and the Reference Dealers will provide the Company with the Reference Dealer Quotations. The Company will calculate the Comparable Treasury Price.

     “Adjusted Treasury Rate” means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue assuming a price for the Comparable Treasury Issue equal to the Comparable Treasury Price for the date fixed for redemption, in each case expressed as a percentage of its principal amount.

     “Comparable Treasury Issue” means, for any date fixed for redemption, the U.S. Treasury security selected by the Quotation Agent which has a maturity comparable to the remaining maturity of this Debt Security as of the date fixed for redemption, which would be used in accordance with customary financial practice to price new issues of corporate debt securities with a maturity comparable to the remaining maturity of this Debt Security as of the date fixed for redemption.

     “Comparable Treasury Price” means, for any Comparable Treasury Issue, the price after eliminating the highest and the lowest Reference Dealer Quotations and then calculating the average of the remaining Reference Dealer Quotations; provided, however, if the Company obtains fewer than three Reference Dealer Quotations, the Company will, when calculating the Comparable Treasury Price, calculate the average of all the Reference Dealer Quotations and not eliminate any such quotations.

     “Quotation Agent” means Goldman, Sachs & Co. or its successor.

     “Reference Dealers” means Goldman, Sachs & Co. or its successor and two or more other primary U.S. Government securities dealers in the City of New York appointed by the Company, provided, however, that if Goldman, Sachs & Co. or its successor ceases to be a primary U.S. Government securities dealer, the Company will appoint another primary U.S. Government securities dealer as a substitute.

     “Reference Dealer Quotations” means, for any Comparable Treasury Issue, the average of the bid and asked prices for such Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by the Reference Dealers to the Company as of 5:00 p.m. (EST) on the third business day before the relevant date fixed for redemption.

     “Regular Record Date” means, with respect to any Interest Payment Date, March 1 or September 1, as the case may be, immediately preceding such Interest Payment Date.

     The Company may elect to effect a redemption in accordance with these provisions at any time and on any date. However, the Company must give the Holders of this Debt Security notice, as provided in the Indenture, of the redemption not less than 30 days or more than 60 days before the date fixed for redemption. If the Company elects to redeem fewer than the full principal amount of this Debt Security, the Trustee will select the amount to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that the Trustee deems fair and appropriate.

     Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: September 19, 2007	BERKSHIRE HATHAWAY FINANCE CORPORATION
	By:
	Name:	Marc D. Hamburg
	Title:	President
Attest:
Name: Jo Ellen Rieck
Title: Assistant Secretary

[REVERSE OF DEBT SECURITY]

     This Debt Security is one of a duly authorized series of notes of the Company (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture, dated as of December 22, 2003 (herein called the “Base Indenture”, and as supplemented by (i) the Officers’ Certificate, dated as of December 22, 2003, (ii) the Officers’ Certificate, dated as of May 7, 2004, (iii) the Officers’ Certificate, dated as of July 19, 2004, (iv) the Officers’ Certificate, dated as of September 20, 2004, (v) the Officers’ Certificate, dated as of October 28, 2004, (vi) the Officers’ Certificate, dated as of January 11, 2005, (vii) the Officers’ Certificate, dated as of May 18, 2005 and (viii) the Officers’ Certificate, dated as of September 19, 2007, together with the Base Indenture, called the “Indenture”), among the Company, as issuer, Berkshire Hathaway Inc., as guarantor (herein the “Guarantor” which term includes any successor Guarantor under the Indenture) and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series of Debt Securities, which series consists of the 5.125% Senior Notes due 2012.

     This Debt Security does not have the benefit of any sinking fund obligation.

     The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Debt Security or of certain restrictive covenants and Events of Default with respect to this Debt Security, in each case upon compliance with certain conditions set forth in the Indenture.

     If an Event of Default with respect to the Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and/or the Guarantor and the rights of the Holders of the Debt Securities and/or the Guarantees of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of fifty-one percent in principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company and/or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security.

     As provided in and subject to the provisions of the Indenture, the Holder of this Debt Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Debt Securities of this series, the Holders of not less than 25% in principal amount of the Debt Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Debt Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such

proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Debt Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Debt Security at the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registrable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Debt Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Indenture and this Debt Security are governed by the laws of the State of New York, without regard to conflicts of laws provisions thereof.

     The Debt Securities of this series are issuable in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Debt Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent thereof may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and none of the Company, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

     All terms used in this Debt Security which are not defined herein and are defined in the Indenture shall have the meanings assigned to them in the Indenture.

GUARANTEE OF
BERKSHIRE HATHAWAY INC.

     FOR VALUE RECEIVED, Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”), hereby absolutely, unconditionally and irrevocably guarantees to the holders (the “Holders”) of any security authenticated and delivered (each a “Security”) by The Bank of New York Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”) under that certain Indenture, dated as of December 22, 2003 (the “Indenture”), among the Trustee, the Guarantor and Berkshire Hathaway Finance Corporation, a Delaware corporation (“Issuer”), the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all present and future payment obligations of the Issuer pursuant to the terms of such Security and/or the Indenture, whether direct or indirect, absolute or contingent, and whether for principal, interest, fees, expenses, indemnification or otherwise (collectively, the “Obligations”). Nothing herein shall be deemed to guarantee any obligation of the Issuer other than the Obligations. Nothing herein shall be deemed to guarantee any obligation of any person or entity other than the Issuer.

     The Guarantor’s obligations hereunder shall be unconditional and absolute, and shall not be released, discharged or otherwise affected by (i) the existence, validity, enforceability, perfection or extent of any collateral therefor, (ii) any lack of validity or enforceability of any provision of the Security or the Indenture, (iii) any liquidation, bankruptcy, insolvency, reorganization or other similar proceeding affecting the Issuer or its assets, or (iv) any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of, or defense to, the Guarantor. The Guarantor agrees that the Holders and/or the Trustee may resort to the Guarantor, as primary obligor and not merely as surety, for payment of any of the Obligations whether or not the Holders or the Trustee shall have proceeded against the Issuer or any other obligor principally or secondarily obligated with respect to any of the Obligations. Neither the Holders nor the Trustee shall be obligated to file any claim relating to any of the Obligations in the event that the Issuer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Holders or the Trustee to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Holders by the Issuer in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made.

     The Guarantor agrees that, subject to the Indenture, the Holders and/or the Trustee may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with the Issuer or with any other party to or person liable on any of the Obligations or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Holders, the Trustee and the Issuer or any such other party or person, and that none of the foregoing shall in any way impair or affect this Guarantee. The Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by law, (a) notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of dishonor and protest, (b) any requirement that any Holder exhaust any right or take any action against the Issuer, and (c) any right to revoke this Guarantee.

     The Guarantor agrees to pay on demand all fees and out-of-pocket expenses incurred by the Holders or the Trustee in any way relating to the enforcement or protection of the rights of the Holders and/or the Trustee hereunder.

     Upon payment of any of the Obligations, the Guarantor shall be subrogated to the rights of the Holders and/or the Trustee against the Issuer with respect to such Obligations, and the Holders and the Trustee agree to take such steps, at the Guarantor’s expense, as the Guarantor may reasonably request to implement such subrogation; provided, however, that the Guarantor shall not be entitled to

enforce, or to receive any payments arising out of or based upon, such right of subrogation during any period in which any amount payable by the Issuer under the Security or the Indenture is overdue or unpaid.

     No failure on the part of the Holders or the Trustee to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holders or the Trustee of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Holders or the Trustee or allowed any of them by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holders or the Trustee at any time or from time to time.

     The Guarantor hereby represents and warrants that:

(a)	the Guarantor is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has full corporate power to execute, deliver and perform this Guarantee;
(b)	the execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of the Guarantor’s certificate of incorporation or by-laws, as amended to date, or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;
(c)	all consents, licenses, clearances, authorizations and approvals of, and registrations and declarations with, any governmental authority or regulatory body necessary for the due execution, delivery and performance of this Guarantee have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee;
(d)	this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and
(e)	there are no actions, suits or arbitration proceedings pending or, to the knowledge of the Guarantor, threatened against it, at law or in equity, which, individually or in the aggregate, if adversely determined, would materially adversely affect the financial condition of the Guarantor or materially impair its ability to perform its obligations under this Guarantee.

     The Guarantor may not assign its obligations hereunder to any person (except as permitted by the Indenture) without the prior written consent of the Holders or the Trustee.

     All payments by the Guarantor to the Holders or the Trustee shall be made in accordance with the provisions of the Indenture and the Security; provided, however, that payment of any fees or expenses pursuant to the fourth paragraph hereof shall be made by wire transfer of immediately available funds to an account at a commercial bank in the United States specified to the Guarantor at least ten (10) days in advance of any demand for payment by the Holders or the Trustee.

     All notices or demands on the Guarantor shall be deemed effective when received, shall be in writing and shall be delivered by hand or by registered mail, or by facsimile transmission promptly confirmed by registered mail, addressed to the Guarantor at:

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, NE 68131
Attention: Chief Financial Officer
Facsimile: (402) 346-3375

or to such other addresses or facsimile numbers as the Guarantor shall have notified the Holders or the Trustee in a written notice delivered in accordance with the Indenture.

     This Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations have been satisfied in full.

     This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed solely within such State.

     No amendment or waiver of any provision of this Guarantee shall in any event be effective unless the same shall be in writing and signed by the Trustee and the Guarantor.

     If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not, to the fullest extent permitted by law, impair the operation of or effect of those portions of this Guarantee that are valid.

     THE GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THIS GUARANTEE.

Dated: September 19, 2007	BERKSHIRE HATHAWAY INC.
	By:
		Name:	Marc D. Hamburg
		Title:	Chief Financial Officer

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Debt Security have been made:

Date of exchange	Amount of decrease in	Amount of increase in	principal amount of this	Signature of authorized
	principal amount of	principal amount of this	Debt Security following	signatory of Trustee or
	this Debt Security	Debt Security	such decrease or increase	Security Custodian

ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Debt Security to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints                      as agent to transfer this Debt Security on the Security Register. The agent may substitute another to act for him or her.

Dated:	Signature:
	Signature Guarantee:

(Sign exactly as your name appears on the other side of this Debt Security)

     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EX-4.4

Exhibit 4.4

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional.

This document relates to an exchange offer (the “Exchange Offer”) made by Berkshire Finance Corporation (“BHFC”). The Exchange Offer is described in the Prospectus, dated          , 2007 (the “Prospectus”), and in this Letter of Transmittal (this “Letter of Transmittal”). All terms and conditions contained or otherwise referred to in the Prospectus are deemed to be incorporated in and form a part of this Letter of Transmittal. Therefore, you are urged to read the Prospectus and the items referred to therein carefully. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to below as the “terms and conditions.”

LETTER OF TRANSMITTAL

Relating to

the Offer by Berkshire Hathaway Finance Corporation

to Exchange 5.125% Senior Notes Due 2012,

unconditionally guaranteed by Berkshire Hathaway Inc.

(“Registered Notes”)

For

5.125% Senior Notes Due 2012,

unconditionally guaranteed by Berkshire Hathaway Inc.

(“Outstanding Notes”)

The Exchange Offer for the Outstanding Notes will expire at 5:00 p.m., New York City time, on          , 2007, unless extended by BHFC (the “Expiration Date”).

Each holder of Outstanding Notes wishing to accept the Exchange Offer, except holders of Outstanding Notes executing their tenders through the Automated Tender Offer Program (“ATOP”) procedures of The Depository Trust Company (“DTC”), should complete, sign and submit this Letter of Transmittal to the exchange agent, The Bank of New York Trust Company, N.A. (the “Exchange Agent”), on or prior to the Expiration Date.

The Bank of New York Trust
Corporate Trust Dept. – Reorganization Unit
101 Barclay Street, 7E
New York, NY 10286

Delivery of this Letter of Transmittal to an address, or transmission of instructions via a facsimile number, other than as set forth above or in accordance with the instructions herein, will not constitute valid delivery. The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

Questions regarding the Exchange Offer or the completion of this Letter of Transmittal should be directed to the Exchange Agent, at: 1-[          ].

This Letter of Transmittal may be used to accept the Exchange Offer if Outstanding Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through DTC’s ATOP procedures. Unless you intend to tender Outstanding Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with the physical certificates for the Outstanding Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offer.

Holders of Outstanding Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute the tender through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered Outstanding Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation,” which shall include an agent’s message. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Outstanding Notes that the participant has received and agrees to be bound by the terms of the Letter of Transmittal as an undersigned thereof and BHFC may enforce such agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, holders who tender their Outstanding Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

Subject to the terms and conditions and applicable law, BHFC will issue: for each $1,000 principal amount of Outstanding Notes, $1,000 principal amount of Registered Notes.

Outstanding Notes may be exchanged in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Registered Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Holders that anticipate tendering other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for receipt of any Registered Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant and account information in this Letter of Transmittal.

Registered Notes will be issued in exchange for Outstanding Notes in the Exchange Offer, if consummated, as soon as practicable after the Expiration Date of the Exchange Offer (the “Settlement Date”).

2

TENDER OF OUTSTANDING NOTES

To effect a valid tender of Outstanding Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table below entitled “Description of Outstanding Notes Tendered” and sign the Letter of Transmittal where indicated.

Registered Notes will be delivered in book-entry form to holders through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified below, on the Settlement Date, or as soon as practicable thereafter.

Failure to provide the information necessary to effect delivery of Registered Notes will render such holder’s tender defective, and BHFC will have the right, which it may waive, to reject such tender without notice.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
(See Instructions 2 and 3)
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
	Name of DTC Participant and Participant’s
	Account Number in Which Outstanding Notes	Aggregate Principal
Outstanding Notes	are Held and/or the Corresponding Registered	Amount of
Being Tendered	Notes are to be Delivered.	Outstanding Notes*
5.125% Senior Notes Due 2012
(CUSIP: 084664AU5)
* The principal amount of Outstanding Notes tendered hereby must be in denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with a minimum tender requirement of U.S.$1,000. See Instruction 3.

3

If the aggregate principal amount of the Outstanding Notes specified was held as of the date of tender by more than one beneficial owner, you may specify below the break-down of this aggregate principal amount by beneficial owner, and, in doing so, hereby instruct the Exchange Agent to treat each such beneficial owner as a separate holder. If the space below is inadequate, attach a separate signed schedule using the same format.

Beneficial Owner Name or Account Number	Principal Amount of Outstanding Notes
Total:

SPECIAL RETURN INSTRUCTIONS
To be completed ONLY if Outstanding Notes not accepted for exchange are to be sent to someone other than the
person or persons whose signature(s) appear(s) within this Letter of Transmittal.
(See Instruction 5)
	Name of DTC Participant and Participant’s
	Account Number to Which Outstanding Notes
	Not Accepted for Exchange are to be Delivered.

4

Note: Signatures must be provided below.

Please read the accompanying Instructions carefully.

Ladies and Gentlemen:

The undersigned hereby tenders to BHFC the aggregate principal amount of Outstanding Notes indicated in the table above entitled “Description of Outstanding Notes Tendered.”

The undersigned understands that validly tendered Outstanding Notes (or defectively tendered Outstanding Notes with respect to which BHFC has, or has caused to be, waived such defect) will be deemed to have been accepted by BHFC if, as and when BHFC gives oral or written notice thereof to the Exchange Agent. The undersigned understands that subject to the terms and conditions, Outstanding Notes properly tendered and accepted (and not validly withdrawn) in accordance with the terms and conditions will be exchanged for Registered Notes. The undersigned understands that Outstanding Notes delivered hereby may be withdrawn at any time on or prior to the Expiration Date. The undersigned understands that Outstanding Notes delivered hereby may not be withdrawn at any time after the Expiration Date unless the Exchange Offer is extended with changes in the terms of the Exchange Offer that are, in the reasonable judgment of BHFC, materially adverse to the tendering holder. The undersigned understands that, under certain circumstances, BHFC may not be required to accept any of the Outstanding Notes tendered (including any Outstanding Notes tendered after the Expiration Date). If any Outstanding Notes are not accepted for exchange for any reason (or if Outstanding Notes are validly withdrawn), such unexchanged (or validly withdrawn) Outstanding Notes will be returned without expense to the undersigned’s account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus, as promptly as practicable after the expiration or termination of the Exchange Offer.

Following the later of the Expiration Date or the date upon which Outstanding Notes are tendered hereby, and subject to and effective upon BHFC’s acceptance for exchange of the principal amount of the Outstanding Notes tendered hereby, upon the terms and conditions, the undersigned hereby:

(1)	irrevocably sells, assigns and transfers to or upon the order of BHFC or its nominees, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Outstanding Notes tendered hereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against BHFC, Berkshire Hathaway or any fiduciary, trustee, fiscal agent or other person connected with the Outstanding Notes arising under, from or in connection with such Outstanding Notes;
(2)	waives any and all rights with respect to the Outstanding Notes tendered hereby (including, without limitation, any existing or past defaults and their consequences in respect of such Outstanding Notes); and
(3)	releases and discharges BHFC, Berkshire Hathaway and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) from any and all claims the undersigned may have, now or in the future, arising out of or related to the Outstanding Notes tendered hereby, including, without limitation, any and all claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Outstanding Notes tendered hereby (other than accrued and unpaid interest on the Outstanding Notes) or to participate in any redemption or defeasance of the Outstanding Notes tendered hereby.

The undersigned understands that tenders of Outstanding Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Outstanding Notes by BHFC will, following such acceptance, constitute a binding agreement between the undersigned and BHFC upon the terms and conditions.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned hereby represents, warrants and agrees that:

(1)	it has received and reviewed the Prospectus;
(2)	it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the Outstanding Notes tendered hereby and it has full power and authority to execute this Letter of Transmittal;

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(3)	the Outstanding Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and BHFC will acquire good, indefeasible and unencumbered title to such Outstanding Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the same are accepted by BHFC;
(4)	it will not sell, pledge, hypothecate or otherwise encumber or transfer any Outstanding Notes tendered hereby from the date of this Letter of Transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;
(5)	in evaluating the Exchange Offer and in making its decision whether to participate therein by submitting this Letter of Transmittal and tendering its Outstanding Notes, the undersigned has made its own independent appraisal of the matters referred to in the Prospectus and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by BHFC, Berkshire Hathaway or the Exchange Agent other than those contained in the Prospectus (as amended or supplemented to the Expiration Date);
(6)	the execution and delivery of this Letter of Transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions;
(7)	the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder’s ability to withdraw its tender prior to the Expiration Date, and subject to terms and conditions of the Exchange Offer generally, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the Outstanding Notes tendered hereby in favor of BHFC or such other person or persons as they may direct and to deliver such form(s) of transfer and other document(s) in the attorney’s and/or agent’s discretion and the certificate(s) and other document(s) of title relating to such Outstanding Notes’ registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer, and to vest in BHFC or its nominees such Outstanding Notes; and
(8)	it is acquiring the Registered Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Registered Securities to be received in the Exchange Offer;
(9)	if it is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of the Registered Notes received pursuant to the Exchange Offer (provided, that, by so agreeing and by delivering a prospectus, any such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933); and
(10)	the terms and conditions shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, and the terms and conditions shall be read and construed accordingly.

BHFC hereby informs any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Registered Notes to be acquired in the Exchange Offer that any such holder (1) can not rely on the position of the SEC’s staff enunciated in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) or similar letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes.

The representations and warranties and agreements of a holder tendering Outstanding Notes shall be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Letter of Transmittal, the “beneficial owner” of any Outstanding Notes shall mean any holder that exercises sole investment discretion with respect to such Outstanding Notes.

The undersigned understands that tenders may not be withdrawn at any time after the Expiration Date except as set forth in the Prospectus, unless the Exchange Offer is extended with changes to the terms and conditions that are, in the reasonable judgement of BHFC, materially adverse to the undersigned, in which case tenders may be withdrawn under the conditions described in the extension.

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If the Exchange Offer is amended in a manner determined by BHFC to be materially adverse to tendering holders, BHFC will extend the Exchange Offer for a period of two to ten business days, depending on the significance of the amendment and the manner of disclosure to such holders, if the Exchange Offer would otherwise have expired during such two- to ten-business day period. Any change in the consideration offered to holders of Outstanding Notes in the Exchange Offer shall be paid to all holders of Outstanding Notes whose securities have previously been tendered and not withdrawn pursuant to the Exchange Offer.

If the “Special Return Instructions” box (found above) is completed, please credit the indicated DTC account for any book-entry transfers of Outstanding Notes not accepted for exchange.

The undersigned recognizes that BHFC has no obligation under the “Special Return Instructions” provision of this Letter of Transmittal to effect the transfer of any Outstanding Notes from the holder(s) of such Outstanding Notes if BHFC does not accept for exchange any of the principal amount of the Outstanding Notes tendered pursuant to this Letter of Transmittal.

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SIGN HERE

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to BHFC the principal amount of the Outstanding Notes listed in the table set forth above labeled “Description of Outstanding Notes Tendered.”

Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Date

Area Code and Telephone Number: ­ ­

If a holder of Outstanding Notes is tendering any Outstanding Notes, this Letter of Transmittal must be signed by the Registered Holder(s) exactly as the name(s) appear(s) on a securities position listing of DTC or by any person(s) authorized to become the Registered Holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person, acting in a fiduciary or representative capacity, please set forth at the line entitled “Capacity (full title)” and submit evidence satisfactory to the Exchange Agent and BHFC of such person’s authority to so act. See Instruction 4.

Name(s): ­ ­

(Please Type or Print)

Capacity (full title): 

Address: 

(Including Zip Code)

MEDALLION SIGNATURE GUARANTEE
(If required — See Instruction 4)

Signature(s) Guaranteed by

an Eligible Institution: ­ ­

(Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated: ­ ­, 2007

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An “eligible institution” is one of the following firms or other entities identified in Rule l7Ad-15 under the Securities Exchange Act of 1934 (as the terms are used in Rule 17Ad-15):

(a)  a bank;

(b)  a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

(c)  a credit union;

(d)  a national securities exchange, registered securities association or clearing agency; or

(e)  a savings institution that is a participant in a Securities Transfer Association recognized program.

If any of the Outstanding Notes tendered are held by two or more Registered Holders, all of the Registered Holders must sign the Letter of Transmittal.

BHFC will not accept any alternative, conditional, irregular or contingent tenders. By executing the Letter of Transmittal (or facsimile thereof) or directing DTC to transmit an agent’s message, you waive any right to receive any notice of the acceptance of your Outstanding Notes for exchange.

If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by BHFC, evidence satisfactory to BHFC of their authority to so act must be submitted with this Letter of Transmittal.

Beneficial owners whose tendered Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Outstanding Notes.

5. Special Return Instructions.  All Outstanding Notes tendered hereby and not accepted for exchange will be returned to the undersigned according to the information provided in the table entitled “Description of the Outstanding Notes Tendered” or, if completed, according to the “Special Return Instructions” box in this Letter of Transmittal.

6. Transfer Taxes.  Except as set forth in this Instruction 6, BHFC will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Outstanding Notes to it, or to its order, pursuant to the Exchange Offer. If payment is to be made to, or if Outstanding Notes not tendered or purchased are to be registered in the name of any persons other than the Registered Holder, or if tendered Outstanding Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the Registered Holder or such other person) payable on account of the transfer to such other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

7. Validity of Tenders.  All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by BHFC in its sole discretion, which determination will be final and binding. BHFC reserves the absolute right to reject any and all tenders of Outstanding Notes not in proper form or any Outstanding Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. BHFC also reserves the absolute right to waive any defect or irregularity in tenders of Outstanding Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the terms and conditions by BHFC shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as BHFC shall determine. None of BHFC, the Exchange Agent or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification.

Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the

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holders of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offer.

8. Waiver of Conditions.  BHFC reserves the absolute right to amend or waive any of the conditions in the Exchange Offer concerning any Outstanding Notes at any time.

9. Withdrawal.  Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.”

10. Requests for Assistance or Additional Copies.  Questions and requests for assistance and requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated herein.

11. Tax Identification Number.  Federal income tax law requires that a U.S. Holder (defined below) whose Outstanding Notes are accepted for exchange must provide the Exchange Agent with his, her or its correct Taxpayer Identification Number (“TIN”), which, in the case of an exchanging U.S. Holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”), and payments made with respect to the Registered Notes or the Exchange Offer may be subject to backup withholding at a rate of 30% (subject to periodic reductions through 2010, at which time the rate is currently scheduled to be increased to 31%). If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each exchanging U.S. Holder must provide his, her or its correct TIN by completing an IRS Form W-9, certifying that the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is exempt from backup withholding because (i) the holder has been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interests or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding. If you do not provide your TIN to the Exchange Agent within 60 days, backup withholding may begin and continue until you furnish your TIN.

Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these withholding and reporting requirements. In order to satisfy BHFC that a foreign individual qualifies as an exempt recipient, such holder must submit a properly completed IRS Form W-8BEN (or other applicable form) certifying, under penalty of perjury, to such holder’s foreign status in order establish an exemption from backup withholding.

For the purposes of these instructions, a “U.S. Holder” is (i) a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof, or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

12. The exchange of Outstanding Notes for Registered Notes will not be a taxable event for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences” in the Prospectus.

In order to tender, a holder of Outstanding Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust
Corporate Trust Dept. – Reorganization Unit
101 Barclay Street, 7E
New York, NY 10286

Any questions or requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal, or related documents may be directed to the Exchange Agent at 1-212-815-3738. A holder of Outstanding Notes may also contact such holder’s custodian bank, depositary, broker, trust company or other nominee for assistance concerning the Exchange Offer.

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INSTRUCTIONS FORMING PART OF THE TERMS AND

CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal.  This Letter of Transmittal is to be completed by tendering holders of Outstanding Notes if tender of such Outstanding Notes is to be made by book-entry transfer to the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. Holders who tender their Outstanding Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; thus, a Letter of Transmittal need not accompany tenders effected through ATOP.

A confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Outstanding Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offer by causing DTC to transfer Outstanding Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer on or prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Outstanding Notes for purposes of the Exchange Offer.

Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to BHFC or DTC.

The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail, with return receipt requested and properly insured, is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery.

Neither BHFC nor the Exchange Agent is under any obligation to notify any tendering holder of Outstanding Notes of BHFC’s acceptance of tendered Outstanding Notes prior to the Expiration Date.

2. Delivery of the Registered Notes.  Registered Notes to be issued according to the terms of the Exchange Offer, if consummated, will be delivered in book-entry form to holders of Outstanding Notes tendered in the Exchange Offer. In order to permit such delivery, the appropriate DTC participant name and number (along with any other required account information) must be provided in the table entitled “Description of the Outstanding Notes.” Failure to do so will render a tender of the Outstanding Notes defective, and BHFC will have the right, which it may waive, to reject such delivery. Holders that anticipate participating in the Exchange Offer other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of any Registered Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table.

3. Amount of Tenders.  Tenders of Outstanding Notes will be accepted in denominations of U.S. $1,000 and integral multiples of U.S.$1,000 in excess thereof with a minimum tender requirement of $1,000. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Outstanding Notes tendered.

4. Signatures on Letter of Transmittal; Instruments of Transfer; Guarantee of Signatures.  For purposes of this Letter of Transmittal, the term “Registered Holder” means an owner of record as well as any DTC participant that has Outstanding Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Co-Obligor”). Signatures on the Letter of Transmittal need not be guaranteed if:

•  the Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes and the holder(s) has not completed the box entitled “Special Return Instructions” on the Letter of Transmittal; or

•  the Outstanding Notes are tendered for the account of an “eligible institution.”

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EX-4.5

Exhibit 4.5

BERKSHIRE HATHAWAY FINANCE CORPORATION

OFFER TO EXCHANGE

$750,000,000 principal amount of its 5.125% Senior Notes Due 2012

unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered

under the Securities Act of 1933, for any and all 5.125% Senior Notes Due 2012,

unconditionally guaranteed by Berkshire Hathaway Inc.

          , 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We are enclosing herewith an offer by Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Company”), to exchange the Company’s new 5.125% Senior Notes Due 2017 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding 5.125% Senior Notes Due 2012 (the “Original Notes”), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated          , 2007 (as the same may be amended and supplemented from time to time, the “Prospectus”), and related Letter of Transmittal (which together with the Prospectus constitutes the “Exchange Offer”).

The Exchange Offer provides a procedure for holders to tender the Original Notes by means of guaranteed delivery.

The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007, unless extended (the “Expiration Date”). Tendered Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, if such Original Notes have not previously been accepted for exchange pursuant to the Exchange Offer.

Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) as set forth in certain interpretive letters addressed to third parties in other transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Exchange Notes. See “Shearman & Sterling,” SEC No-Action Letter (available July 2, 1993), “Morgan Stanley & Co., Inc.,” SEC No-Action Letter (available June 5, 1991), and “Exxon Capital Holding Corporation,” SEC No-Action Letter (available May 13, 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Notes.

The Exchange Offer is not conditioned on any minimum aggregate principal amount of Original Notes being tendered. Original Notes may be tendered by each holder in a minimum aggregate principal amount of $1,000 and integral multiples of $1,000 in excess thereof.

Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for any Original Notes and may terminate the Exchange Offer (whether or not any Original Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer” have occurred or exist or have not been satisfied.

For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

1.	A Prospectus, dated          , 2007 relating to the Exchange Offer.
2.	A Letter of Transmittal for your use and for the information of your clients.

3.  A printed form of letter which may be sent to your clients for whose accounts you hold Original Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent at the following telephone number: 1-212-815-3738.

Very truly yours,

Berkshire Hathaway Finance Corporation

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

EX-4.6

Exhibit 4.6

BERKSHIRE HATHAWAY FINANCE CORPORATION

OFFER TO EXCHANGE

$750,000,000 principal amount of its 5.125% Senior Notes Due 2012

unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered

under the Securities Act of 1933, for any and all 5.125% Senior Notes Due 2012,

unconditionally guaranteed by Berkshire Hathaway Inc.

          , 2007

To Our Clients:

Enclosed for your consideration are the Prospectus, dated          , 2007 (as the same may be amended and supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together with the Prospectus constitutes the “Exchange Offer”), in connection with the offer by Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Company”), to exchange the Company’s new 5.125% Senior Notes Due 2017 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding 5.125% Senior Notes Due 2012 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer. The Exchange Offer will expire at 5:00 p.m. New York City time, on          , 2007, unless extended (the “Expiration Date”).

We are holding Outstanding Notes for your account. An exchange of the Outstanding Notes can be made only by us and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Outstanding Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery.

We request information as to whether you wish us to exchange any or all of the Outstanding Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer.

Your attention is directed to the following;

1.	The forms and terms of the Exchange Notes are the same in all material respects as the forms and terms of the Outstanding Notes (which they replace), except that the Exchange Notes have been registered under the Securities Act. The Exchange Notes will bear interest from the most recent interest payment date to which interest has been paid on the Outstanding Notes or, if no interest has been paid, from September 19, 2007.
2.	Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), as set forth in certain interpretive letters addressed to third parties in other transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Exchange Notes. See “Shearman & Sterling,” SEC No-Action Letter (available July 2, 1993), “Morgan Stanley & Co., Inc.,” SEC No-Action Letter (available June 5, 1991) and “Exxon Capital Holdings Corporation,” SEC No-Action Letter (available May 13, 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Notes.
3.	The Exchange Offer is not conditioned on any minimum aggregate principal amount of Outstanding Notes being tendered. Outstanding Notes may be tendered by each holder in a minimum aggregate principal amount of $1,000 and integral multiples of $1,000 in excess thereof.

4.	Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for, any Outstanding Notes and may terminate the Exchange Offer (whether or not any Outstanding Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer” have occurred or exist or have not been satisfied.
5.	Tendered Outstanding Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, if such Outstanding Notes have not previously been accepted for exchange pursuant to the Exchange Offer.
6.	Any transfer taxes applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Letter of Transmittal.

If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing and returning to us the instruction form attached hereto. If you authorize a tender of your Outstanding Notes, the entire principal amount of Outstanding Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Outstanding Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not he in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable securities law.

2

EX-4.7

Exhibit 4.7

BERKSHIRE HATHAWAY FINANCE CORPORATION

OFFER TO EXCHANGE

$750,000,000 principal amount of its 5.125% Senior Notes Due 2012

unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered

under the Securities Act of 1933, for any and all 5.125% Senior Notes Due 2012,

unconditionally guaranteed by Berkshire Hathaway Inc.

Instructions from Beneficial Owner

The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal in connection with the offer by the Company to exchange the Exchange Notes for Outstanding Notes.

This will instruct you to tender the principal amount of Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal.

The undersigned represents that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of the undersigned’s business, (ii) the undersigned is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iii) the undersigned is not an “affiliate,” as defined under Rule 405 of the Securities Act, of the Company and (iv) the undersigned is not acting on behalf of any person or entity that could not truthfully make these statements. If the undersigned is a broker-dealer, it acknowledges that it will deliver a copy of the Prospectus in connection with any resale of the Exchange Notes.

Sign Here

Signatures(s)

Securities which are to be tendered:

Tender all of the Outstanding Notes

Aggregate Principal Amount*

o  Outstanding Notes ­ ­

Name(s) (Please Print)

Address

Zip Code

Area Code and Telephone No.

Dated: ­ ­           , 2007

*  Unless otherwise indicated, it will be assumed that all of the Outstanding Notes listed are to be tendered.

2

EX-4.8

Exhibit 4.8

NOTICE OF GUARANTEED DELIVERY

for Tender of

5.125% Senior Notes Due 2012

of Berkshire Hathaway Finance Corporation,

unconditionally guaranteed by Berkshire Hathaway Inc.

As set forth in the Exchange Offer (as defined below), this Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent hereto or the electronic form used by The Depository Trust Company (“DTC”) for this purpose must be used to accept the Exchange Offer of certificates for 5.125% Senior Notes Due 2012 (the “Outstanding Notes”) of Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Company”), not immediately available to the registered holder of such Outstanding Notes, or if a participant in DTC is unable to complete the procedures for book-entry transfer on a timely basis of Outstanding Notes to the account maintained by The Bank of New York Trust Company, N.A. (the “Exchange Agent”) at DTC, prior to 5:00 p.m., New York City time, on          , 2007, unless extended (the “Expiration Date”). This Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent hereto may be delivered by mail (registered or certified mail is recommended), by facsimile transmission, by hand or overnight carrier to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Exchange Offer.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust
Corporate Trust Dept. – Reorganization Unit
101 Barclay Street, 7E
New York, NY 10286
Phone: 212-815-3738
Fax: 212-298-1915

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via a facsimile number other than the number listed above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined therein) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Company”), the aggregate principal amount of Outstanding Notes indicated below pursuant to the guaranteed delivery procedures and upon the terms and subject to the conditions set forth in the Prospectus dated          , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”) and in the related Letter of Transmittal (which together with the Prospectus constitute the “Exchange Offer”), receipt of which is hereby acknowledged.

The undersigned hereby represents, warrants and agrees that the undersigned has full power and authority to tender, exchange, sell, assign, and transfer the tendered Outstanding Notes and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances when the tendered Outstanding Notes are acquired by the Company as contemplated herein, and the tendered Outstanding Notes are not subject to any adverse claims or proxies. The undersigned warrants and agrees that the undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the tender, exchange, sale, assignment and transfer of the tendered Outstanding Notes, and that the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer.

BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN “AFFILIATE” OF THE COMPANY AS DEFINED IN RULE 405 UNDER OF THE SECURITIES ACT, (ii) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY THAT COULD NOT TRUTHFULLY MAKE THESE STATEMENTS. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES.

All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of tendered Outstanding Notes will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by the Company not to be in proper form or the acceptance of which, or exchange for, may, in the view of the Company or its counsel, be unlawful.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned.

2

Name(s) of Registered Holder(s): ­ ­
Please Print
Address(es): ­ ­
Area Code and Tel. No(s): ­ ­
	x ­ ­
	x ­ ­
	Signature(s) of Owner(s) or Authorized Signatory

Must be signed by the registered holder(s) of the tendered Outstanding Notes as their name(s) appear(s) on certificates for such tendered Outstanding Notes, or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

	Aggregate Principal
Certificate No(s)	Amount Represented	Aggregate Principal
(if available)	by Certificate	Amount Tendered

If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company, provide the following information:

Signature: ­ ­

Account Number: ­ ­

Date: ­ ­

THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED

3

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees delivery to the Exchange Agent, at one of its addresses set forth above, either certificates for the Outstanding Notes tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof or an Agent’s Message in lieu thereof) and any other documents required by the Letter of Transmittal, all within three (3) business days after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that it must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates for the Outstanding Notes tendered hereby to the Exchange Agent within the time period shown hereon and that failure to do so could result in a financial loss to the undersigned.

 ­ ­

Firm	Authorized Signature
Address	Name: ­ ­
	(Please Type or Print)
Zip Code	Title: ­ ­
	Dated : ­ ­, 2005
Area Code and Tel. No.: ­ ­

DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT.

4

EX-5

EXHIBIT 5

[LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]

December 7, 2007

Berkshire Hathaway Finance Corporation
1440 Kiewit Plaza
Omaha, Nebraska 68131

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131

     Re:     Registration Statement on Form S-4

Ladies and Gentlemen:

     This opinion letter is being delivered by us as special counsel to Berkshire Hathaway Finance Corporation, a Delaware corporation (“BHFC”), and Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), in connection with the proposed registration by BHFC and Berkshire of $750,000,000 in aggregate principal amount of BHFC’s 5.125% Senior Notes due 2012 (the “Exchange Notes”), unconditionally guaranteed by Berkshire (the “Berkshire Guarantee”), pursuant to a Registration Statement on Form S-4 (File No. 333-[                    ]), under the Securities Act of 1933 (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).

     The Exchange Notes and the Berkshire Guarantee are to be issued pursuant to an Indenture dated as of December 22, 2003 ( the “Indenture”) between BHFC, Berkshire and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). The Exchange Notes and the related Berkshire Guarantee are to be issued in exchange for and in replacement of BHFC’s outstanding 5.125% Senior Notes due 2012, issued on September 19, 2007 and unconditionally

guaranteed by Berkshire, of which $750,000,000 in aggregate principal amount is subject to an exchange offer pursuant to the Registration Statement (the “Outstanding Notes”).

     We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion.

     For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of BHFC, Berkshire and others.

     Our opinion expressed below is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) the usury law of the State of California.

     Based upon and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that when (i) the Registration Statement becomes effective under the Act and (ii) the Exchange Notes and the related Berkshire Guarantee have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders of the Outstanding Notes in exchange therefor, the Exchange Notes will be binding obligations of BHFC and the Berkshire Guarantee will be a binding obligation of Berkshire.

     In connection with the opinions expressed above, we have assumed that, at or prior to the time of delivery of any of the Exchange Notes and the Berkshire Guarantee, (a) the Board of Directors of BHFC shall have duly established the terms of such Exchange Notes and duly authorized the issuance and exchange of such Exchange Notes, in accordance with the Indenture and Delaware law, and such authorization shall not have been modified or rescinded; (b) the Registration Statement shall have been declared effective under the Act and such effectiveness shall not have been terminated or rescinded; (c) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended; (d) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (e) the Berkshire Guarantee shall have been duly authorized, executed and delivered by Berkshire in accordance

with the Indenture and applicable law and (f) since the date hereof there will not have occurred any change in law affecting the validity or enforceability of the Exchange Notes or the Berkshire Guarantee. We have also assumed that neither the issuance and delivery of the Exchange Notes and the Berkshire Guarantee nor the compliance by BHFC or Berkshire with the terms of the Exchange Notes or the Berkshire Guarantee, as applicable, will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon BHFC or Berkshire, as the case may be, or any restriction imposed by any court or governmental body having jurisdiction over BHFC or Berkshire, as the case may be.

     We are members of the Bar only of the State of California. This opinion is limited to the laws of the State of California, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction. We note that the law of the State of New York is stated to be the governing law in each of the Indenture, the Exchange Notes and the Berkshire Guarantee. We have assumed with your permission, and without verification, that the law of the State of California governs the Indenture, the Exchange Notes and the Berkshire Guarantee with respect to the legal, valid, and binding nature thereof. We call your attention to California Civil Code Sections 2787 through 2855 and related California case law, which limit in certain circumstances the enforceability of guarantees under the law of the State of California. For the purpose of rendering the opinions set forth herein, we have assumed with your permission that California Civil Code Sections 2787 through 2855 and any case law related thereto have no applicability to these documents. Furthermore, we express no opinion as to whether a court applying California choice-of-law rules would apply the law of the State of New York to the Indenture, the Exchange Notes and the Berkshire Guarantee.

     We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement and to the reference to our name in the Registration Statement and the related Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Munger, Tolles & Olson LLP
Munger, Tolles & Olson LLP
 

EX-8

EXHIBIT 8

[LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]

December 7, 2007

Berkshire Hathaway Finance Corporation
1440 Kiewit Plaza
Omaha, Nebraska 68131

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131

Ladies and Gentlemen:

     We have acted as special counsel to Berkshire Hathaway Finance Corporation, a Delaware corporation (“BHFC”), and Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”) in connection with the preparation and filing of a Registration Statement on Form S-4 (File No. 333-[                    ]) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act of $750,000,000 aggregate principal amount of 5.125% Senior Notes Due 2012, unconditionally guaranteed by Berkshire (the “Exchange Notes”), to be offered by the Corporation in exchange for a like principal amount of its issued and outstanding 5.125% Senior Notes Due 2012, unconditionally guaranteed by Berkshire, issued on September 19, 2007 (the “Outstanding Notes”).

     We hereby advise you that, in our opinion, the statements in the section of the Registration Statement captioned “Material United States Federal Income Tax Consequences,” to the extent that such statements constitute statements of law, and based on the assumptions and subject to the qualifications and limitations set forth therein, constitute an accurate summary of the matters discussed therein in all material respects. No opinion is expressed on matters other than those specifically referred to herein.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name and reference to our opinion under the heading “Material United States Federal Income Tax Consequences” in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Munger, Tolles & Olson LLP
Munger, Tolles & Olson LLP
 

EX-12

EXHIBIT 12

BERKSHIRE HATHAWAY INC.
Statement Regarding Calculation of Ratio of Consolidated Earnings to Consolidated Fixed Charges
(Dollars in millions)

	Nine Months Ended		Year Ended December 31,
	September 30, 2007		2006		2005			2004			2003			2002
Net earnings	$	10,266	$	11,015	$	8,528		$	7,308		$	8,151		$	4,286
Income tax expense		5,202		5,505		4,159			3,569			3,805			2,059
Minority interests in earnings		267		258		104			59			64			14
Equity in earnings of MidAmerican Energy Holdings Company		—		—		(523	)		(237	)		(429	)		(359	)
Fixed charges*		1,624		1,979		867			875			614			840
Earnings available for fixed charges	$	17,359	$	18,757	$	13,135		$	11,574		$	12,205		$	6,840
Investment and derivative gains, pretax, included in Earnings available for fixed charges	$	4,579	$	2,635	$	5,408		$	3,471		$	4,083		$	838
Fixed charges*
Interest on indebtedness (including amortization of debt discount and expense)	$	1,413	$	1,724	$	723		$	721		$	472		$	725
Rentals representing interest and other		211		255		144			154			142			115
	$	1,624	$	1,979	$	867		$	875		$	614		$	840
Ratio of earnings to fixed charges*		10.69x		9.48x		15.15x			13.23x			19.88x			8.14x
Ratio of earnings, excluding investment and derivative gains, to fixed charges*		7.87x		8.15x		8.91x			9.26x			13.23x			7.15x

* Includes fixed charges of finance and financial products and utilities and energy businesses as follows:

	Nine Months Ended
	September 30, 2007		2006		2005		2004		2003		2002
Finance and financial products	$	459	$	571	$	598	$	602	$	337	$	551
Utilities and energy		927		1,070		—		—		—		—

     Excluding fixed charges of finance and financial products and utilities and energy businesses the ratios of earnings to fixed charges were as follows:

Nine Months Ended

September 30, 2007

2006

2005

2004

2003

2002

Including investment and derivative gains

67.11x

50.64x

46.61x

40.19x

42.84x

21.76x

Excluding investment and derivative gains

47.87x

42.84x

26.50x

27.48x

28.10x

18.86x

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Form S-4 of our reports dated February 28, 2007, relating to the consolidated financial statements and financial statement schedule of Berkshire Hathaway Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the Company’s accounting for pension and other postretirement benefits to conform to Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)) and management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended December 31, 2006 and to the reference to us under the headings “Experts” in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

Omaha, Nebraska
December 7, 2007