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): November 13, 2007

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 Number)	(IRS 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:

¨ 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 November 13, 2007, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank, made a presentation at the Sander O’Neill + Partners 2007 East Coast Financial Services Conference. A copy of the Company’s presentation materials is attached 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	Power Point Presentation

2

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 thereunto duly authorized.

	Berkshire Hills Bancorp, Inc.
Date: November 13, 2007	By:	/s/ Michael P. Daly
		Michael P. Daly President and Chief Executive Officer

3

EX-99.1

Michael P. Daly

President and Chief Executive Officer

Sandler O’Neill + Partners

2007 East Coast Financial Services Conference

NASDAQ : BHLB

www.berkshirebank.com

November 13, 2007

Berkshire Bank  -

America’s Most Exciting Bank

SM

Exhibit 99.1

Page 1

BHLB    www.berkshirebank.com

Accomplishments since 2004

Grown from 11 stores to 48 stores

Expanded from Berkshire County into three states in our four state

target market

Became one of the top dozen banks in country in insurance revenue

as percentage of operating revenue

Consistently grown basic business lines at double digit annual rates

Recruited new executives from Bank of America, TD Banknorth and

KeyBank to build regional franchise

Implemented distinctive new branding and exciting “can do”

corporate culture

Page 2

BHLB    www.berkshirebank.com

A Growing Regional Franchise

$148 million

Tangible stockholder’s equity

$331 million

Stockholder’s equity

$102 million

Annualized operating revenue

$780 million

Assets under management

$2.5 billion

Total assets

9/30/07

Size

Manchester

Springfield

Albany

Hartford

New York

Vermont

New

Hampshire

Massachusetts

Connecticut

Berkshire

County

•

38 bank branches

•

10 insurance offices

Total Stores -

48

Page 3

BHLB    www.berkshirebank.com

Key Steps in Our Growth

Woronoco

Bancorp

–

10

branches

-

$850

million

in

assets

Greater Springfield Massachusetts Region

$495 million in deposits at 9/30/07; 10% CAGR since 2005

$196 million in commercial loans at 9/30/07; 17% CAGR since 2005

New

York

de

Novo

Program

–

10

branches

in

2005

–

2007

New York Albany Capital Region

$134 million in deposits at 9/30/07; 98% CAGR since 2005

$165 million in commercial loans at 9/30/07; 47% CAGR since 2005

Berkshire

Insurance

Group

–

10

offices

-

$14

million

2007

projected

revenues

Largest combined agency in Western Massachusetts

Acquisition of five affiliated agencies

$70 million annual premium volume

Factory

Point

Bancorp

–

7

branches

-

$391

million

in

assets

Southern Vermont Region

$269 million in deposits at 9/30/07

$136 million in commercial loans at 9/30/07

2005

2005

2006

2007

Page 4

BHLB    www.berkshirebank.com

New England Market Strengths

Map Source:  Moody’s/Economy.com 5/24/07 –

Map of Expansion

New England Economic Partnership

Compared to US average:

•

Higher per capita income

•

Lower unemployment

•

Higher economic growth

Primary market strengths:

•

Quality of life

•

Low, stable cost of living

•

Access to New York and Boston

•

Albany Tech Valley

Page 5

BHLB    www.berkshirebank.com

Expanded Leadership for a Regional Company

Lawrence A. Bossidy

Non-Executive

Chairman of the Board

Michael P. Daly

President &

Chief Executive Officer

Retired Chairman & CEO of

Honeywell International and

Allied Signal, Former Vice Chair

of General Electric

Thomas W. Barney, CFP

Senior Vice President,

Asset Management/Trust

Guy H. Boyer

Vermont Region Executive

Gayle P. Fawcett

Senior Vice President,

Technology & Operations

Linda A. Johnston

Senior Vice President,

Human Resources

John S. Millet

Chief Operating Officer

Berkshire Insurance Group, Inc.

Michael J. Oleksak

Executive Vice President,

Commercial Banking

John J. Howard

–

Bank of America, Consumer Market Executive

Michael J. Oleksak

–

TD Banknorth Co., Regional Executive

Shepard D. Rainie

–

Bank of America, Managing Director

Kevin P. Riley

–

KeyBank NA, Executive Vice President

Senior Management

New Executive Recruitment in Last Year

Michael J. Ferry

Senior Vice President,

Commercial Lending

Ross D. Gorman

President, Berkshire

Insurance Group, Inc.

John J. Howard

Executive Vice President,

Retail Banking

Shepard D. Rainie

Senior Vice President,

Risk Management

Kevin P. Riley

Executive Vice President

Chief Financial Officer &

Treasurer

Page 6

BHLB    www.berkshirebank.com

Our Goals for Creating Value

Brand

-

Create nationally recognized brand and business style

Culture/Relationships

-

Expand strong, high quality franchise

through motivated teamwork and relationship building

Market Share

–

Build leading market share as only locally

headquartered regional bank in primary market

Growth

-

Continue to generate strong top line growth from organic,

de novo, acquisition and product expansion

Performance

-

Achieve high performance profitability metrics based

on diversified revenue sources with strong commercial components

Value

-

Produce attractive earnings growth and shareholder return

Vision

To be a world-class

financial services company through an engaging

and exciting

environment where customers want do business and

employees want to work.

Page 7

BHLB    www.berkshirebank.com

How We Differentiate Ourselves

Enthusiastic and

focused teamwork

Culture

Create exciting

brand experience

Brand

Page 8

BHLB    www.berkshirebank.com

How We Differentiate Ourselves

Profitability

Six Sigma service

excellence, business

sense, productivity,

profitability

Process

Grow the “pool”

of

customers, products,

and cross-sales

Relationships

Page 9

BHLB    www.berkshirebank.com

Creating a Culture of Excitement

“I’m So Excited!”

–

Pointer Sisters’

music and lyrics

“America’s Most Exciting Bank”

–

service mark

An exciting, memorable

customer experience

Employees “live”

the

brand everyday

Page 10

BHLB    www.berkshirebank.com

Ongoing Growth in Core Earnings

$19.4

$0

$3

$6

$9

$12

$15

$18

$21

2002

2003

2004

2005

2006

2007

Guidance

CAGR = 20%

Note:  De novo branch costs totaled $1.8 million in 2006 and $3.7 million pro forma

in 2007.   CAGR before de novo costs is 22%.

($ Millions)

Page 11

BHLB    www.berkshirebank.com

$900

$659

$380

$0

$400

$800

$1,200

$1,600

$2,000

2002

2003

2004

2005

2006

9/30/2007

Commercial

Residential

Consumer

CAGR = 22%

Diversified Loan Growth Based on Commercial Loans

($ Millions)

$1,939

20%

34%

46%

Page 12

BHLB    www.berkshirebank.com

$1,036

$424

$336

$0

$400

$800

$1,200

$1,600

$2,000

2002

2003

2004

2005

2006

9/30/2007

Non-maturity

Time < $100M

Time > $100M

CAGR = 18%

$1,796

Deposit Growth Built on Core Accounts

($ Millions)

18%

24%

58%

Page 13

BHLB    www.berkshirebank.com

Net Interest Income Driven by Balance Sheet Growth

$64

$0

$10

$20

$30

$40

$50

$60

$70

2002

2003

2004

2005

2006

2007 Guidance

CAGR = 9%

($ Millions)

Page 14

BHLB    www.berkshirebank.com

-1

0

1

2

3

4

2002 Q4

2006 Q4

2007 Q4

Improving the Net Interest Margin

Net Interest Margin

3.35–3.40

Guidance

Yield Curve

3.15

Note:  The yield curve is the difference between the five year treasury yield and the overnight fed funds rate.

Page 15

BHLB    www.berkshirebank.com

$9

$4

$14

$0

$4

$8

$12

$16

$20

$24

$28

$32

2002

2003

2004

2005

2006

2007 Guidance

Deposit & loan fees

Wealth management

Insurance

Emphasis on Fee Income Growth

CAGR = 42%

($ Millions)

$27

Page 16

BHLB    www.berkshirebank.com

58.5%

52%

54%

56%

58%

60%

62%

64%

66%

2002

2003

2004

2005

2006

2007 Q4

Guidance

Careful Attention to Operating Efficiencies

Before de novo branch costs

60 -

61%

Efficiency ratio impacted by insurance and de novo branches

Before de novo branch costs and excluding insurance

Page 17

BHLB    www.berkshirebank.com

Long Run Core EPS Growth

$1.32

$1.55

$1.92

$2.11

$2.00

$2.07

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

2002

2003

2004

2005

2006

2007 Guidance

CAGR = 9%

(12% before de novo costs)

Note:

De novo branch expenses (after tax) total $0.14 per share in 2006 and $0.26 per share (guidance) in 2007.

GAAP EPS:  2002 -

$0.36, 2003 -

$1.57, 2004 -

$2.01, 2005 -

$1.10, 2006 -

$1.29, 2007 guidance –

$1.62

Page 18

BHLB    www.berkshirebank.com

Effective Capital Utilization

0%

5%

10%

15%

2002

2003

2004

2005

2006

9/30/2007

Ratio of Tangible Equity/Tangible Assets (Period End)

6.5%

Note:

GAAP equity assets:  2002 –

11.5%, 2003 –

10.1%, 2004 –

10.1%, 2005 –

12.1%, 2006 –

12.1%, 9/30/07 –

13.4%

Page 19

BHLB    www.berkshirebank.com

Conservative Asset Quality

0.48%

0.23%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

2002

2003

2004

2005

2006

9/30/2007

Nonperforming Assets/Total Assets (period end)

Annualized Net Charge-offs/Average Loans

Page 20

BHLB    www.berkshirebank.com

Compound Annual Growth

2002 –

2007 Guidance

12%

Core EPS before de novo costs

9%

Core EPS

20%

Core earnings

15%

Core operating revenue

Page 21

BHLB    www.berkshirebank.com

Questions

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

November 13, 2007

For questions, please contact:

David Gonci

Corporate Finance Officer

(413) 281-1973

dgonci@berkshirebank.com

Ann-Marie Racine

Investor Relations Contact

(413) 236-3239

aracine@berkshirebank.com

22

Page 23

BHLB    www.berkshirebank.com

Forward Looking Information

Statements

contained

in

this

presentation

contain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Forward-looking

statements

can

be

identified

by

the

fact

that

they

do

not

relate

strictly

to

historical

or

current

facts.

They

often

include

words

like

“believe,”

“expect,”

“anticipate,”

“estimate,”

and

“intend”

or

future

or

conditional

verbs

such

as

“will,”

“would,”

“should,”

“could”

or

“may.”

These

statements

are

based

on

the

beliefs

and

expectations

of

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;

the

quality

or

composition

of

the

loan

and

investment

portfolios;

and

the

achievement

of

anticipated

future

earnings

benefits

from

recent

acquisitions.

In

addition,

the

following

factors,

among

others,

could

cause

actual

results

to

differ

materially

from

the

anticipated

results

or

other

expectations

expressed

in

the

forward-looking

statements:

adverse

governmental

or

regulatory

policies

may

be

enacted;

the

risks

associated

with

continued

diversification

of

assets

and

adverse

changes

to

credit

quality;

and

difficulties

associated

with

achieving

expected

future

financial

results.

Additionally,

other

risks

and

uncertainties

may

be

described

in

the

Company’s

quarterly

reports

on

Form

10-Q

for

the

quarters

ended

March

31,

June

30,

and

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

Commission’s

internet

website

(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

and

undue

reliance

should

not

be

placed

on

such

statements.

The

Company

assumes

no

obligation

to

update

any

forward-looking

statements.

This

presentation

also

contains

certain

forward-looking

statements

about

the

merger

of

Berkshire

Hills

Bancorp

and

Factory

Point

Bancorp. 

These

statements

include

anticipated

future

operating

results.

Certain

factors

that

could

cause

actual

results

to

differ

materially

from

expected

results

include

delays,

difficulties

in

achieving

cost

savings

from

the

merger

or

in

achieving

such

cost

savings

within

the

expected

time

frame,

difficulties

in

integrating

Berkshire

Hills

Bancorp

and

Factory

Point,

increased

competitive

pressures,

changes

in

the

interest

rate

environment,

changes

in

general

economic

conditions,

legislative

and

regulatory

changes

that

adversely

affect

the

business

in

which

Berkshire

Hills

Bancorp

is

engaged,

changes

in

the

securities

markets

and

other

risks

and

uncertainties

disclosed

from

time

to

time

in

documents

that

Berkshire

Hills

Bancorp

files

with

the

Securities

and

Exchange

Commission.

Page 24

BHLB    www.berkshirebank.com

Berkshire Hills Bancorp, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

(Dollars in thousands, except share data)

2002

2003

2004

2005

2006

Net income

(A)

2,097

$               

8,965

$               

11,509

$            

8,226

$               

11,263

$            

Less:  Gain on sale of securities, net

(15,143)

(3,077)

(1,402)

(3,532)

3,130

Plus:  Termination of ESOP

-

-

-

8,836

-

Plus:  Other, net

19,857

2,608

653

2,142

6,416

Adj:  Income taxes

962

360

261

133

(3,252)

Core income

(A1)

7,773

8,856

11,021

15,805

17,557

Plus: Amortization of intangible assets (net of taxes)

132

132

64

741

1,363

Tangible core income

(B)

7,905

$               

8,988

$               

11,085

$            

16,546

$            

18,920

$            

Total non-interest income

6,427

$               

6,448

$               

7,764

$               

14,923

$            

12,048

$            

Less:  Gain on sale of securities, net

(15,143)

(3,077)

(1,402)

(3,532)

3,130

Plus:  Other

13,704

2,060

-

-

-

Core non-interest income

(C)

4,988

5,431

6,362

11,391

15,178

Net interest income

40,700

37,566

40,357

51,617

60,240

Total core operating revenue

(C1)

45,688

$            

42,997

$            

46,719

$            

63,008

$            

75,418

$            

Total non-interest expense

37,279

$            

28,243

$            

28,977

$            

48,998

$            

48,868

$            

Less:  Termination of ESOP

-

-

-

(8,836)

-

Less:  Merger and conversion expense

-

-

-

(2,142)

-

Less:  Other

(6,900)

(408)

-

-

(1,510)

Core non-interest expense

(D1)

30,379

27,835

28,977

38,020

47,358

Less: Amortization of intangible assets

(203)

(203)

(98)

(1,140)

(2,035)

Total core tangible non-interest expense

(D2)

30,176

$            

27,632

$            

28,879

$            

36,880

$            

45,323

$            

Total average assets

(E)

1,051,800

$      

1,115,800

$      

1,289,500

$       

1,745,200

$       

2,116,300

$      

Less:  Average intangible assets

(10,300)

(10,300)

(8,700)

(62,000)

(103,200)

Total average tangible assets

(F)

1,041,500

$      

1,105,500

$      

1,280,800

$       

1,683,200

$       

2,013,100

$      

Total average stockholders' equity

(G)

136,200

$          

123,100

$          

127,100

$          

196,500

$          

255,700

$          

Less:  Average intangible assets

(10,300)

(10,300)

(8,700)

(62,000)

(103,200)

Total average tangible stockholders' equity

(H)

125,900

$          

112,800

$          

118,400

$          

134,500

$          

152,500

$          

Core return on tangible assets

(B/F)

0.76

%

0.81

%

0.87

%

0.98

%

0.94

%

Core return on tangible equity

(B/H)

6.28

7.97

9.36

12.30

12.40

Efficiency ratio

64.55

63.64

60.66

57.03

58.46

Total average diluted shares (in thousands)

(I)

5,867

5,703

5,731

7,503

8,730

Net income per diluted share

(A/I)

$0.36

$1.57

$2.01

$1.10

$1.29

Core income per diluted share

(A1/I)

$1.32

$1.55

$1.92

$2.11

$2.00

Efficiency Ratio is computed by dividing total tangible core non-interest expense by the sum of total net interest income on a fully taxable equivalent basis and

total core non-interest income.  The Company uses this common non-GAAP measure to provide important information regarding its operational efficiency.

At and for the years ended December 31,