SecProbe.io

December 16, 2010

Mr. Michael P. Daly President and Chief Executive Officer Berkshire Hills Bancorp, Inc. 24 North Street Pittsfield, Massachusetts 01201
Re:  Berkshire Hills Bancorp, Inc.
Registration Statement on Form S-4
Filed November 23, 2010 File No. 333-170798
Dear Mr. Daly:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Proxy/Prospectus Cover Page

 1. Revise the third paragraph to inform holders that they have dissenters/appraisal rights and
that to perfect them they must either vot e against the merger or not send in a proxy.
Additionally, add a reference to the Q&A on page 2 and the Rights of Dissenting
Stockholders on page 22.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc. December 16, 2010 Page 2

Questions and Answers About the Merger and the Special Meeting

Are Rome Bancorp, Inc. st ockholders entitled to disse nters’ rights?, page 2
 2. Revise (1) to provide the addr ess and the specific informati on that must be included, and
(2) to substitute the current language with something similar to “either return a proxy
voting against the merger or not return the proxy”.

Summary

Interests of Certain Persons  in the Merger…, page 7
 3. Revise the first paragraph in this section to disclose the aggregate dollar amount of these
interests and also disclose in the second paragraph on page 52 under the same section.
Rights of Dissenting Stockholders, page 22

 4. Please restate the date of the special meeting in this section.
 Description of the Merger

 Background of the Merger, page 26

 5. We note your disclosure on page 30 that base d on your due diligen ce review of Rome
Bancorp, you reduced your proposed offeri ng price from $11.25 per share to $10.75 per
share.  Please briefly describe your reasons for reducing your offering price.

6. Please discuss why the fixed exchange  ratio was decreased from 0.5921 to 0.5658.

7. Supplementally, please provide the Staff with the presentati on materials discussed on
page 31.
Reasons for the Merger; Recommend ation of the Rome Bancorp, Inc. Board of Directors, page
32
 8. Please add a bullet to your lis t on page 36 discussing the cons ideration, if any, that the
board gave to dissenting share holders and potential litigation.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc. December 16, 2010 Page 3

Litigation Related to the Merger, page 64

9. We note your disclosure that the lawsuits ar e in the preliminary st ages.  Please provide
more detail with respect to the status of the lawsuits and update your disclosure as appropriate.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc. December 16, 2010 Page 4

Please contact Erin Magnor at (202) 551-3454 or me at (202) 551-3434 with any
questions.

      S i n c e r e l y ,

      M i c h a e l  C l a m p i t t
      S e n i o r  A t t o r n e y

cc. (facsimile only)
Marc Levy, Esq. Luse Gorman Pomerenk & Schick LLP (202) 362-2902