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

                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                December 17, 2004


                          Berkshire Hills Bancorp, Inc.
             (Exact name of registrant as specified in its charter)
    DELAWARE                           1-15781                        04-3510455
 (State or other               (Commission File Number)            (IRS Employer
  jurisdiction                                               Identification No.)
of incorporation)

      24 North Street, Pittsfield, Massachusetts             01201
      ------------------------------------------            -------
      (Address of principal executive offices)             (Zip Code)

      Registrant's telephone number, including area code: (413) 443-5601
                                                          --------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)

                         ------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))








ITEM 7.01         REGULATION FD DISCLOSURE


On December 17, 2004, Berkshire Hills Bancorp, Inc., a Delaware corporation
(the "Company"), announced that it has entered into an agreement to acquire
Woronoco Bancorp, Inc., a Delaware corporation.

A copy of the press release announcing the transaction is furnished with this
report as Exhibit 99.1, and a copy of the investor presentation relating to the
transaction is furnished with this report as Exhibit 99.2, and are incorporated
herein by reference.

The information in this report is being furnished, not filed, pursuant to Item
7.01 of Form 8-K. Accordingly, the information in this report, including the
press release and the investor presentation, will not be incorporated by
reference into any registration statement filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated therein by reference.




ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

       99.1   Press Release Announcing the Transaction, dated December 17, 2004.
       99.2   Investor Presentation Regarding the Transaction.








                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            BERKSHIRE HILLS BANCORP, INC.


Date:        December 17, 2004              By:/s/ Michael P. Daly
                                               --------------------------------
                                               Name: Michael P. Daly
                                               Title: President and Chief
                                                      Executive Officer