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): October 6, 2008

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):

¨ 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 October 6, 2008, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank, issued a press release announcing the commencement of an underwritten public offering of approximately $30 million of its common stock. The underwriters have been granted a 30-day option to purchase up to an additional 15% of the shares sold to cover over-allotments, if any. The Company is expected to use the net proceeds from the offering to pursue growth opportunities and for general corporate purposes. A copy of the Company’s press release dated October 6, 2008 is attached hereto 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.

Exhibit No.	Description
23.1	Consent of Wolf & Company, P.C.
99.1	Press Release dated October 6, 2008

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: October 6, 2008	By:	/s/ Kevin P. Riley
		Kevin P. Riley,
		Executive Vice President and Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Prospectus Supplement to Registration Statement No. 333-137246 on Form S-3 of Berkshire Hills Bancorp, Inc. of our report dated March 12, 2008 relating to our audits of the consolidated financial statements and internal control over financial reporting of Berkshire Hills Bancorp, Inc. and subsidiaries, which report appears in the Annual Report on Form 10-K of Berkshire Hills Bancorp, Inc. for the year ended December 31, 2007. We also consent to the reference to us under the heading “Experts” in this Prospectus Supplement included in such Registration Statement.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

October 6, 2008

EX-99.1

Exhibit 99.1

Berkshire Hills Bancorp, Inc.

Announces Common Stock Offering

Pittsfield, MA, October 6, 2008 – Berkshire Hills Bancorp, Inc. (NASDAQ: BHLB) announced today that it has commenced a public offering of approximately $30 million of its common stock. This is a drawdown under the $125 million SEC shelf registration that Berkshire filed in 2006 to facilitate stock issuances for growth opportunities.

Berkshire’s President and Chief Executive Officer Michael P. Daly stated, “This has been an exceptionally good year for Berkshire despite the changes in the financial and economic landscape. Therefore, it is timely and appropriate for us to bolster our balance sheet in anticipation of growth opportunities that we think may develop as a result of current events.”

The Company has also granted the underwriters of the offering a 30-day option to purchase up to an additional 15% of the shares sold to cover over-allotments, if any. The shares will be issued pursuant to a prospectus filed as part of the Company’s registration statement on Form S-3.

The net proceeds of the offering will be used to pursue growth opportunities and for general corporate purposes.

Sandler O’Neill + Partners, L.P. is acting as lead book-running manager and Keefe, Bruyette & Woods, Inc. is a co-manager for the offering.

The common stock offering may be made only by means of a prospectus and related prospectus supplement. Copies of the preliminary prospectus supplement and the prospectus relating to the offering may be obtained from Sandler O’Neill + Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022.

BACKGROUND

Berkshire Hills Bancorp is headquartered in Pittsfield, Massachusetts. It has about $2.5 billion in assets and is the parent of Berkshire Bank - America’s Most Exciting Bank(sm). Berkshire provides business and consumer banking, insurance, investment, and wealth management services through 48 banking and insurance offices in Western Massachusetts, Northeastern New York, and Southern Vermont. For more information, visit www.berkshirebank.com or call 800-773-5601.

FORWARD LOOKING STATEMENTS

Statements in the presentation regarding Berkshire Hills Bancorp that are not historical facts are “forward-looking statements”. These statements reflect management’s views of future events, and involve risks and uncertainties. For a discussion of factors that could cause actual results to differ materially from expectations, see “Forward Looking Statements” in the Company’s 2007 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the Securities and Exchange Commission’s Internet website (www.sec.gov) and to which reference is hereby made. Actual future results may differ significantly from results discussed in these forward-looking statements, and undue reliance should not be placed on such statements. Except as required by law, the Company assumes no obligation to update any forward-looking statements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

SOURCE: Berkshire Hills Bancorp, Inc.

Berkshire Hills Bancorp

David H. Gonci, Corporate Finance Officer

413-281-1973