8-K

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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) September 12, 2006
                                                        ------------------


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

      Delaware                      0-51584                  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)              (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:

[ ]  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))


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ITEM 8.01   OTHER EVENTS.
            ------------

      On September 12, 2006, Berkshire Hills Bancorp, Inc., the holding company
for Berkshire Bank, filed a shelf registration on Form S-3 with the Securities
and Exchange Commission. A copy of the press release announcing the filing is
included as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------

      (a)   Financial Statements of Businesses Acquired: Not applicable

      (b)   Pro Forma Financial Information: Not applicable

      (c)   Shell Company Transactions: Not applicable

      (d)   Exhibits

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

            99.1              Press Release Dated September 12, 2006


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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: September 12, 2006               By: /s/ Wayne F. Patenaude
                                            ------------------------------------
                                            Wayne F. Patenaude
                                            Senior Vice President and
                                               Chief Financial Officer

EX-99.1

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FOR IMMEDIATE RELEASE


                BERKSHIRE HILLS BANCORP, INC. ANNOUNCES SEC SHELF
                              REGISTRATION FILING


PITTSFIELD, MA September 12, 2006 - Berkshire Hills Bancorp, Inc. (the
"Company") (NASDAQ:BHLB), the holding company for Berkshire Bank (the "Bank"),
announced that the Company has filed a shelf registration statement with the
Securities and Exchange Commission, covering up to $125 million in debt
securities, common stock, or preferred stock that may be offered from time to
time.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

BACKGROUND


Berkshire Hills Bancorp, Inc. is the holding company for Berkshire Bank.
Established in 1846, Berkshire Bank is one of Massachusetts' oldest and largest
independent banks and the largest banking institution based in Western
Massachusetts. The Bank is headquartered in Pittsfield, Massachusetts with
branches serving communities throughout Western Massachusetts and Northeastern
New York. The Bank is transitioning into a regional bank and is positioning
itself as the financial institution of choice in its retail and commercial
markets, delivering exceptional customer service and a broad array of
competitively priced deposit, loan, insurance, wealth management and trust
services, and investment products.

Statements contained in this news release contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the beliefs and expectations of management, as
well as the assumptions made using information currently available to
management. Since these statements reflect the views of management concerning
future events, these statements involve risks, uncertainties and assumptions.
These risks and uncertainties include, among others: changes in market interest
rates and general and regional economic conditions; changes in government
regulations; changes in accounting principles; and the quality or composition of
the loan and investment portfolios and other factors that may be described in
the Company's quarterly reports on Form 10-Q for the quarters ended March 31,
June 30, September 30, and in its annual report on Form 10-K, each filed with
the Securities and Exchange Commission, which are available at the Securities
and Exchange

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Commission's Internet Web site (WWW.SEC.GOV) and to which reference is hereby
                                -----------
made. Therefore, actual future results may differ significantly from results
discussed in these forward-looking statements.


                                      # # #


Media Contact:
Wayne F. Patenaude
Senior Vice President, Treasurer and Chief Financial Officer
Berkshire Hills Bancorp, Inc.
(413) 236-3195