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                                  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) January 22, 2003


                          BERKSHIRE HILLS BANCORP, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                      1-15781                  04-3510455
      --------                      ---------                ----------
(State or other jurisdiction of   (Commission               (IRS Employer
     incorporation)                File Number)            Identification No.)

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

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

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







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ITEMS 1, 2, 3, 4, 5, 6 and 8.  NOT APPLICABLE.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
-------     ---------------------------------

      (a) Financial Statements of Businesses Acquired: Not applicable

      (b) Pro Forma Financial Information: Not applicable

      (c) Exhibits

            Number            Description
            ------            -----------

            99.1              Press Release Dated January 22, 2003

ITEM 9.  REGULATION FD DISCLOSURE.
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      On January 22, 2003,  Berkshire Hills Bancorp,  Inc. (the "Company"),  the
holding  company for Berkshire  Bank,  announced its fourth quarter and year-end
earnings and the  declaration  of a quarterly  dividend of $0.12 per share.  The
Company also  announced that its 2003 annual  meeting of  stockholders  would be
held on May 1, 2003.

      A copy of the  Company's  press release dated January 22, 2003 is attached
as Exhibit 99.1 and incorporated herein by reference.



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                                   SIGNATURES

      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.


Dated: January 23, 2003                By: /s/ Michael P. Daly
                                           -------------------------------------
                                           Michael P. Daly
                                           President and Chief Executive Officer