SecProbe.io

November 22, 2011
 Via E-mail

Mr. Kevin P. Riley Executive Vice President and Chief Financial Officer Berkshire Hills Bancorp, Inc. 24 North Street Pittsfield, Massachusetts 01201
Re: Berkshire Hills Bancorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 16, 2011 Form 10-Q for the Quarterly Period Ended September 30, 2011 Filed November 9, 2011 File No. 000-51584

Dear Mr. Riley:
 We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-Q for the quarterly period ended September 30, 2011

 Consolidated Financial Statements

 Consolidated Statements of Income, page 4

 1. Please revise your Consolidated Statements of Income in all future filings to present net
interest income followed by the provision for loan losses and a subtot al for net interest
income after provision for loan losses before presenting non-interest in come and non-interest
expense.  Refer to Article 9 of Regulation S-X.

 Mr. Kevin P. Riley Berkshire Hills Bancorp, Inc. November 22, 2011 Page 2
 Notes to Consolidated Financial Statements

 Note 1. General – Significant accounting policies – Acquired Loans, page 9

 2. We note your disclosure that management c hose to increase the loan loss provision by $300
thousand in the third quarter in an effort to indirectly build a reserve for the Bank’s
purchased loan portfolios into the allowance for loan loss.  Please tell us whether these loans
were classified and accounted for under ASC 310-30 (loans acquired with deteriorated credit
quality).  Also, tell us and enhance future fili ng disclosure to address the specific facts and
circumstances related to the underlying credit performance of these newly acquired loans and
your overall credit environment subsequent to the acquisitions of these portfolios and how
these factors were considered in the determ ination of your periodic loan loss provision.
 3. Please tell us, and revise future filings to in clude, the carrying amount of loans that met the
definition stipulated in ASC 310-30, loans that you analogized to ASC 310-30, and loans that
do not meet the ASC 310-30 criteria for which th e Company is accreting interest income on a
level yield basis using the cont ractually required cash flows.
 Note 3. Acquisitions, page 12

4. Please provide us with, and revise future filings to include, the following information as it
relates to your acquisitions of Legacy  Bancorp, Inc. and Rome Bancorp, Inc.:

 In tabular format, the carrying amount of each balance sheet line item prior to the merger,
the adjustment recorded during purchase accounting and the carrying amount of each
balance sheet line item immediat ely after the merger.  Please se parately present loans that
met the criteria and are being accounted fo r in accordance with ASC 310-30, loans that
you analogized to ASC 310-30, and loans that are not accounted for under ASC 310-30 in this disclosure.
 A robust discussion of how you identified loans to be accounted for under ASC 310-30,
including a description of wh ether and if so, how you aggregated loans into pools for
accretion and impairment testing purposes.  Iden tify the specific loan characteristics that
were used for segregation and whethe r performing and nonperforming loans were
separately segregated.
5. As a related matter, please provide  us with and revise your loans footnote in future filings to
present separate ASC 310-30-50 disclosures for t hose loans that met the ASC 310-30 criteria
and those that were analogized to ASC 310-30.
 6. Please tell us why the accretable yield associ ated with your acquisiti ons of Legacy Bancorp,
Inc. and Rome Bancorp, Inc. as disclosed on pages 13 and 15 totaling $10,230 does not agree

 Mr. Kevin P. Riley Berkshire Hills Bancorp, Inc. November 22, 2011 Page 3
 with the amount reported in the table on page 22 summarizing ac tivity in the accretable yield
for the acquired loan portfolios of $3,553 and revise future filings as appropriate.
 Note 7. Loans, page 21

 7. Please revise future filings to disclose both the balance of your allowance for loan losses and
your recorded investment in financi ng receivables by impairment method  (e.g. collectively
evaluated, individually evaluated, acquired with deteriorated credit quality) for each loan
portfolio segment.  Refer to ASC 310-10-50-11B (g) and (h) and the example disclosure in
ASC 310-10-55-7 for guidance.
 8. We note your disclosure on page 30 that as  of September 30, 2011 the company had one
commercial loan modification with a pre and post-modification recorded investment of $726
thousand and $177 thousand, respectively.  We al so note your disclosure on page 11 of your
December 31, 2010 Form 10-K that the total carrying value of accruing and non-accruing
TDR loans was $8.0 million as of December 31, 2010 and was at least $17.8 million at
December 31, 2009 given your disclosure that th is was the amount of accruing TDRs at that
point in time.  Please explain to us, in detail , the reasons for the decrease in troubled debt
restructurings.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Selected Financial Data, page 51
 9. Please revise future filings to include a discussion of how your accounting for acquired loans
impacts your credit metrics and trends consider ing that you have reduc ed the carrying value
of these loans to the fair value during purchas e price accounting.  Specifically identify the
credit metrics and trends most impacted and discuss the comparability between periods and
with other institutions.  Additi onally, in all of your credit quality  disclosures, please revise
future filings to clearly disclose if these lo ans are included, whether there is an associated
allowance for loan losses, and quantify the associated amounts.
              We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 Mr. Kevin P. Riley Berkshire Hills Bancorp, Inc. November 22, 2011 Page 4
  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 federa l securities laws of  the United States.

You may contact Benjamin Phi ppen, Staff Accountant, at (2 02) 551-3697 or me at (202)
551-3492 with any other questions.
Sincerely,
  /s/ John P. Nolan
        John P. Nolan
Senior Assistant Chief Accountant