SecProbe.io

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                   [Berkshire Hills Bancorp, Inc. Letterhead]

                                  March 1, 2007

VIA EDGAR AND FACSIMILE
-----------------------

Mr. Donald Walker
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C.  20549

RE:      Berkshire Hills Bancorp, Inc.
         Form 10-K for the Fiscal Year Ended December 31, 2005
         Form 10-Q for the Quarterly Periods Ended March 31, 2006,
         June 30, 2006 and September 30, 2006
         File No. 0-58514

Dear Mr. Walker:

         We have received your letter dated January 26, 2007, regarding comments
on the above filings. We appreciate your review and are providing responses to
each of the comments. To facilitate your review, we have repeated each of your
comments followed by our response.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005:
------------------------------------------------------

CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

ACCOUNTING FOR DERIVATIVES, PAGE 44
-----------------------------------

COMMENT NO. 1:
--------------

        We note your response to comment one of your letter dated December 28,
2006. Please tell us the following with respect to your cash flow hedge of
prime-based revolving home equity loan portfolio:

        o    how you document with sufficient specificity the hedged cash flows;
        o    whether the documented hedged risk is the risk of overall changes
             in the hedged cash flows or the risk of changes in the hedge cash
             flows attributable to changes in prime;
        o    the specific prime rate index used for the loans and the interest
             rate swap;
        o    how you considered that prime is not a benchmark rate as defined by
             SFAS 133;

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Mr. Donald Walker
March 1 2007
Page 2

        o    how you ensure that hedged cash flows share the same risk exposure;
        o    whether there are instances in which the margin on the loans within
             the hedged cash flow pool were not zero percent;
        o    how you ensure that the payment dates on the interest payments
             received are the same as the payment dates of the swap;
        o    whether the timing of rate reset for the loans are the same as the
             reset for the swap;
        o    the specific guidance upon which you relied in determining the
             appropriate prospective and retrospective method of assessing
             effectiveness;
        o    the specific guidance upon which you relied in determining the
             appropriate method of measuring ineffectiveness; and
        o    whether you considered any other potential sources of
             ineffectiveness aside from the changes in the balance of the loan
             portfolio.

COMMENT NO. 2:
--------------

         With respect to your fair value hedges of pools of fixed-rate brokered
certificates of deposit portfolios, please tell us the following:

        o    which of the hedged risks described in paragraph 21(f) of SFAS 133
             is the designated risk being hedged;
        o    how you determined that the portfolio of deposits satisfies the
             requirements of paragraph 21(a)(1) with respect to grouping of
             similar assets and liabilities;
        o    how the documented hedging strategy met the requirements of
             paragraph 20(b);
        o    whether a broker placement fee or upfront fees that take the LIBOR
             leg off market is included in the pricing or terms of the swap;
        o    whether the swap contains an option to mirror death redemptions;
        o    the specific quantitative and qualitative analysis you performed at
             inception to determine that there would not be a material amount of
             ineffectiveness, including your assessment of the impact of death
             redemptions;
        o    the specific guidance upon which you relied in determining the
             appropriate prospective and retrospective method of assessing
             effectiveness;
        o    whether you considered any other potential sources of
             ineffectiveness aside from the changes in the balance of the loan
             portfolio, such as differences between the credit risk of the
             hedged item and the swap or changes in the swap counterparty's
             creditworthiness;
        o    how you documented your approach to effectiveness testing if there
             were changes in the matched terms or changes in counterparty
             credit;
        o    how you determined the amount of ineffectiveness at December 31,
             2005 and whether you measure the amount of ineffectiveness on a
             periodic basis;
        o    whether the lack of recording known ineffectiveness was included in
             as an audit difference; and

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Mr. Donald Walker
March 1 2007
Page 3

        o    the specific guidance upon which you relied determining that
             comparing the certificate balances and the notional amounts of the
             related swap agreements is an appropriate method of measuring
             ineffectiveness.

RESPONSE TO COMMENT NOS. 1 AND 2:

         After further review, management has determined that it does not have
the necessary documentation to meet the criteria for hedge accounting under
Financial Accounting Standard No. 133 ("FAS 133"). The subject instruments were
entered into by Woronoco Bancorp, Inc. before its acquisition by Berkshire Hills
Bancorp, Inc. (the "Company") in June 2005. The subject instruments are the only
hedging instruments owned by the Company. Although management continued to
perform the quarterly analysis of hedge effectiveness subsequent to the
acquisition, the Company is not in possession of a formal re-designation of the
hedges, as required under DIG Issue E15. Furthermore, although management
continued to apply the "Dollar Offset" method to measure retrospective hedge
effectiveness quarterly, these analyses did not adequately consider the
prospective hedge effectiveness in accordance with FAS 133 as it relates to the
impact of the death maturity calls embedded in the brokered certificate of
deposit portfolio. Based on the facts presented above, management has
discontinued use of hedge accounting for all subject instruments.

         In accordance with Staff Accounting Bulletin 99, management evaluated
the impact of discontinuation of hedge accounting on income of the unadjusted
differences in all periods from June 1, 2005 (the date of acquisition of
Woronoco Bancorp) to December 2006 under the rollover method. Under this
approach, there were two quarters (Q2 2006 and Q3 2006) in which the unadjusted
differences were at or moderately greater than 5% of pre-tax and post-tax
income. The cumulative adjustment for the period June 1, 2005 to December 31,
2006 results in an unadjusted difference of (1.1%) and (1.2%) of pre and post
tax net income, respectively.
<TABLE>
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<S>                         <C>                <C>                 <C>          <C>                 <C>
 % of Income                     Q2 2005                 Q3 2005                Q4 2005             Fiscal 2005
----------------------------------------------------------------------------------------------------------------
Pre-tax impact                    (0.4%)                  (2.9%)                 (3.7%)                 (2.9%)
----------------------------------------------------------------------------------------------------------------
Post-tax impact                   (0.2)%                  (3.0%)                 (3.6%)                 (3.8%)
----------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
 % of Income                Q1 2006            Q2 2006             Q3 2006             Q4 2006         Fiscal 2006
-------------------------------------------------------------------------------------------------------------------
Pre-tax impact               (2.2%)              (5.5%)               7.3%              (0.2%)             0.1%
-------------------------------------------------------------------------------------------------------------------
Post-tax impact              (2.2%)              (5.0%)               7.7%              (0.2%)             0.1%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Based on Staff Accounting Bulletin 108, management also evaluated the unadjusted
differences under the iron curtain method in Q4 2006 and for the year 2006. The
pre-tax and post-tax impacts in Q4 2006 were (6.9%) and (6.8%), respectively.
For the year 2006, the difference was 1.6% for both pre-tax and post-tax income.

         Additionally, management considered the following factors outlined in
SAB 99 to determine whether any of the periods were impacted materially by this
unadjusted difference:

        o    The impact on the amount of expense recognized was reviewed and
             considered immaterial.

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Mr. Donald Walker
March 1 2007
Page 4

        o    The unadjusted difference does not mask a change in earnings or
             other tends.
        o    The unadjusted difference does not hide a failure to meet analysts'
             consensus expectations for the enterprise during any period.
        o    The unadjusted difference does not change a loss into income during
             any period.
        o    The unadjusted difference does not affect the registrant's
             compliance with loan covenants or other contractual requirements.
        o    The unadjusted difference does not conceal an unlawful transaction.
        o    The unadjusted difference would not cause a significant market
             reaction.
        o    There are no other significant unadjusted differences and there are
             no other qualitative or quantitative factors that management
             believes would impact the assessment of the materiality of this
             unadjusted difference.

         After carefully considering all the factors outlined above, management
concluded that this unadjusted difference was not material to the financial
statements in any of the periods shown above. Management intends to record the
cumulative change in fair value in earnings in the first quarter of 2007. The
Company sold the swaps hedging the time deposits on February 28, 2007. The
Company is scheduled to remit approximately $466,000, which will result in a
loss on sale of approximately $141,000 pre-tax and $83,000 post-tax in Q1 2007.
This represents the cumulative mark to market impact since acquisition date. The
swaps hedging the loan portfolio mature in May 2007 and had an unrealized loss
of approximately $7,000 as of February 28, 2007.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006:
------------------------------------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2006 AND DECEMBER 31, 2005,
------------------------------------------------------------------------------
PAGE 20
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COMMENT NO. 3:
--------------

         We note your response to [paragraph] four of our letter dated December
28, 2006. Your response does not appear to clearly explain how using the
probable rate of loan losses over the expected average life of each loan pool
helped you derive the loss factors which would result in your estimate of losses
incurred as of the period-end. Please explain to us how your current methodology
estimates the losses incurred as of the period-end and does not represent an
estimate of the expected losses over the life of the related loan pools. In your
response please clearly bridge the gap between deriving the average annual
expected loss rate and the portfolio estimated loss factor that is applied to
the pool of loans as of the period-end. Aside from demonstrating that you
multiplied the estimated annual loss rate by the estimated average life of loan
category to arrive at the estimated loss factors, it does not appear as though
your response clearly explains the interrelationship between the average annual
expected loss rate and the estimated loss factors.

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Mr. Donald Walker
March 1 2007
Page 5

RESPONSE TO COMMENT NO. 3:

         The Company's loan loss allowance methodology for general pool reserves
reflects estimated loan losses incurred as of the financial statement date in
accordance with Statement of Financial Accounting Standards No. 5 ("SFAS 5").
The methodology is based on an assessment of losses inherent in the loan pools
at each balance sheet date, and does not anticipate the occurrence of specific
future events. It does anticipate the passage of time for those losses incurred
to emerge in problem loan performance and a further passage of time for
collection and workout processes to be conducted, and losses to be confirmed and
charged off.

THIRD QUARTER LOSS EVENTS

         The Company determined that certain events had occurred in the third
quarter, resulting in a higher assessment of probable incurred losses at
September 30, 2006, even though such losses were not yet identifiable in terms
of specific loans or borrowers.

         The events assessed by the Company in the third quarter included: (1)
the sharp decline in residential real estate activity; (2) the Federal Reserve
Board's cessation of interest rate increases after 17 consecutive increases over
the prior two years; and (3) the combined impact of higher interest rates and
energy prices including the impact of energy price highs in the middle of the
year. Management determined that these events were signaling that changes had
occurred in the environment which had reduced borrower debt service ability and
that it was probable that more borrowers were no longer servicing their debt out
of cash flows as they had done in the past. Additionally, the majority of the
Company's loans have interest rates which are not fixed for the entire term of
the loan. Based on rate increases over the prior two years, additional future
increases in debt service requirements were contracted and predictable for the
majority of loans, contributing to the losses which were inherent in the loan
portfolio at the financial statement date. Management further determined that
borrower liquidity reserves were also impacted by these economic events, which
meant that they would not be replenished in the ordinary course of events.
Additionally, management believed that the value and liquidity of collateral was
negatively impacted by these events, which would contribute to higher inherent
losses in the loan portfolio. While the Company did not have information with
which to specifically identify the loans with inherent losses at the financial
statement date, management determined that the higher probable and estimable
losses on specific loan pools should be identified and recorded in the loan loss
allowance.

METHODOLOGY

         Recognizing that SFAS 5 requires accrual of losses that are probable
and estimable as of the balance sheet date, management utilized historical data
in comparable economic periods to develop expected annual loss rates for its
primary loan pools. Management then developed time horizons over which losses
inherent in the portfolio were expected to be recorded, ma