SecProbe.io

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VIA FACSIMILE AND U.S. MAIL

August 25, 2005

Steven Rosenberg
Chief Financial Officer
Berkshire Bancorp, Inc.
160 Broadway
New York, New York 10038

	RE:	Form 10-K for Fiscal Year Ended December 31, 2004
      Form 10-Q for Fiscal Quarter Ended June 30, 2005
      File No. 0-13649

Dear Mr. Rosenberg:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004

Report of Independent Registered Public Accounting Firm, page 40

1. Your auditors indicate that they have audited the effectiveness
of
your internal control over financial reporting as of December 31,
2004
and have expressed an unqualified opinion on management`s
assertion on
effective internal control over financial reporting.  It is
unclear
why your auditors have not also expressed an opinion on the
effectiveness of your internal control over financial reporting in
addition to the opinion on management`s assertions.  If your
auditors
have audited the effectiveness of your internal control over
financial
reporting, please tell us why the procedures were only performed
on
The Berkshire Bank as opposed to Berkshire Bancorp, Inc and
subsidiaries and disclose the information required by Item 308 of
Regulation S-K including but not limited to the following:
* A report of management that discloses that management is
responsible
for
	establishing and maintaining internal control over financial
reporting.
* An attestation report of the registered public accounting firm
providing
two opinions, one on management`s assessment and one on the
effectiveness of internal controls.
If your auditors have not performed an audit of the effectiveness
of
your internal controls, please tell us why your auditors have
included
the last paragraph in their opinion.

Item 9A. Controls and Procedures, page 76

2. You indicate that the CEO/CFO has concluded that "subject to
the
limitations noted above," the disclosure controls were effective
in
reaching a reasonable level of assurance.  Given the limitation
noted,
it remains unclear whether your CEO and the CFO have concluded
that
your disclosure controls and procedures are effective.   Please
state
in clear and unqualified language, the conclusions reached by your
CEO
and CFO on the effectiveness of your disclosure controls and
procedures.

Exhibit 31

3. It appears that your auditors have audited the effectiveness of
your internal controls over financial reporting.   If your
auditors
have audited the effectiveness of your internal controls, please
file
amendments to your Forms 10-K and 10-Qs to include certifications
that
conform to the format provided in Item 601(b)(31) of Regulation S-
K.
Please include a paragraph before your paragraph 4(b) that you
have
designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under
your supervision.  Also, include in the introduction of paragraph
4
that internal control over financial reporting is defined in
Exchange
Act Rules 13a-15(f) and 15d-15(f).  In doing so, please refile
each of
these Forms 10-K and 10-Qs in their entirety along with these
updated
certifications.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2005

General

4. Please address the comments above in your interim reports on
Form
10-Q.

*    *    *    *

		Please respond to these comments within 10 business
days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Ernest Greene, Staff Accountant, at (202) 551-3733
or,
in his absence, to the undersigned at (202) 551-3769.

						Sincerely,

								Rufus Decker
      							Accounting Branch Chief

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Mr. Steven Rosenberg
August 25, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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