8-K

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): July 21, 2011

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-51584	04-3510455
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer 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 (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 8.01 Other Events

On July 21, 2011, Berkshire Hills Bancorp, Inc. issued a press release announcing the closing of its acquisition of Legacy Bancorp, Inc.

A copy of the press release announcing the closing is being filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 21, 2011

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.
DATE: July 21, 2011	By:	/s/ Kevin P. Riley
		Kevin P. Riley
		Executive Vice President and Chief Financial Officer

EX-99.1

Berkshire Hills Completes Legacy Acquisition

Pittsfield, MA – July 21, 2011 – Berkshire Hills Bancorp, Inc. (NASDAQ:BHLB) has completed the acquisition of Legacy Bancorp, Inc., and Berkshire Bank has completed the merger of Legacy Banks, effective today.  Berkshire Hills now has over $4 billion in assets and more than 60 branches serving Massachusetts, New York, and Vermont.  Berkshire Hills has increased its outstanding common stock to approximately 21 million shares with a market capitalization of more than $480 million, based on recent trading prices.

“This acquisition results in improved market share and an expanded footprint in our attractive northeastern markets,” stated Berkshire Hills President and CEO, Michael P. Daly.  “It contributes to our strong momentum in revenue and earnings growth.  This partnership enhances our resources to support the needs of our regions and to provide exceptional locally based service.  We are very pleased to welcome the customers, employees, and shareholders of Legacy to America’s Most Exciting BankSM.”

Each common shareholder of Legacy Bancorp will receive 0.56385 shares of  Berkshire Hills common stock plus $1.30 in cash for each share of Legacy stock.  Legacy shareholders also will receive cash in lieu of fractional shares based on the average closing price of Berkshire Hills’ common stock of $22.86 for the five consecutive trading days ended July 14, 2011. Additionally, Legacy shareholders at the effective time of the merger will receive an estimated $0.15 per Legacy share from the proceeds of certain branch divestitures later in the year.  Based on Berkshire Hills’ $23.06 closing stock price as of July 20, 2011, the estimated value of the merger to Legacy shareholders is $14.45 per share.

Both the Berkshire Bank Foundation and The Legacy Banks Foundation will continue to provide charitable contributions to communities served by Berkshire Bank.

Background

Berkshire Hills Bancorp is the parent of Berkshire Bank, America's Most Exciting Bank(SM), and has more than $4 billion in assets.    The Company has more than 60 full service branch offices in Massachusetts, New York, and Vermont providing personal and business banking, insurance, and wealth management services.  Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF).  For more information, visit www.berkshirebank.com or call 800-773-5601.

BHLB – Berkshire Hills Bancorp          Page 1 www.berkshirebank.com

Forward-Looking Statements

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov.  Berkshire does not undertake any obligation to update forward-looking statements made in this document.

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Investor Relations Contact:

David H. Gonci

Investor Relations Officer

413-281-1973

Media Contact:

Elizabeth Mach

Marketing Officer

413-445-8390

BHLB – Berkshire Hills Bancorp          Page 2 www.berkshirebank.com