SecProbe.io

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 BERKSHIRE HILLS BANCORP, INC.
 60 State Street
 Boston, Massachusetts 02109

 April 4, 2025

 Via Edgar

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention: Madeleine Mateo

 Re:

 Berkshire Hills Bancorp, Inc.

 Registration Statement on Form S-4 (Registration Number 333-286052)

 Request for Acceleration of Effectiveness

 Dear Ms. Mateo:

 Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Berkshire
 Hills Bancorp, Inc. hereby respectfully requests that the effectiveness of the above referenced registration statement on Form S-4, File No. 333-286052, as amended, be accelerated by the Commission so that it will become effective at 4:00 p.m.
 Eastern Time on April 8, 2025, or as soon thereafter as practicable.

 Please contact Marc Levy of Luse Gorman, PC at (202) 274-2009 or mlevy@luselaw.com with any questions you may have. In addition, please notify Mr. Levy when this request for acceleration has been
 granted.

 Very truly yours,

   /s/ Wm. Gordon Prescott

 Wm. Gordon Prescott

 Senior Executive Vice President, General Counsel & Corporate Secretary (Duly Authorized Representative)

 cc:   Marc Levy

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Nitin J. Mhatre
President and CEO
Berkshire Hills Bancorp, Inc.
60 State Street
Boston, MA 02109

 Re: Berkshire Hills Bancorp, Inc.
 Registration Statement on Form S-4
 Filed March 24, 2025
 File No. 333-286052
Dear Nitin J. Mhatre:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Marc Levy, Esq.
</TEXT>
</DOCUMENT>

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BERKSHIRE HILLS BANCORP, INC.

60 State Street

Boston, Massachusetts 02109

February 21, 2019

Via Edgar

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Berkshire Hills Bancorp, Inc.

    Registration Statement on Form S-4 (Registration Number 333-229506)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Berkshire Hills Bancorp, Inc., a Delaware
corporation (the “Company”), hereby requests that the above-referenced Company’s Registration Statement on Form
S-4 be declared effective on February 25, 2019 at 4:00 p.m., or as soon thereafter as is practicable.

    Very truly yours,

    /s/Wm. Gordon Prescott

    Wm. Gordon Prescott

    Senior Executive Vice President and General Counsel

    (Duly Authorized Representative)

February 5, 2019
Wm. Gordon Prescott
Sr. Executive Vice President and General Counsel
Berkshire Hills Bancorp, Inc.
60 State Street
Boston, MA 02109
Re:Berkshire Hills Bancorp, Inc.
Registration Statement on Form S-4
Filed February 4, 2019
File No. 333-229506
Dear Mr. Prescott:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Marc P. Levy, Esq.

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BERKSHIRE HILLS BANCORP, INC.

24 North Street

Pittsfield, Massachusetts 01201

August 2, 2017

Via Edgar

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Berkshire Hills Bancorp, Inc.

Registration Statement on Form S-4 (Registration Number 333-219372)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Berkshire Hills Bancorp, Inc., a Delaware corporation (the "Company"), hereby requests that the above-referenced Company's Registration Statement on Form S-4 be declared effective on August 4, 2017 at 4:00 p.m., or as soon thereafter as is practicable.

Very truly yours,

/s/Wm. Gordon Prescott

Wm. Gordon Prescott

Senior Vice President and General Counsel (Duly Authorized Representative)

Mail Stop 4720
July 28 , 2017

Michael P. Daly
President and Chief Executive Officer
Berkshire Hills Bancorp , Inc.
24 North Street
Pittsfield, M A 01201

Re:  Berkshire Hills Bancorp , Inc.
 Registration Statement on Form S -4
Filed  July 20 , 2017
File No. 333-219372

Dear M r. Daly :

This is to advise you that we have not reviewed and will not review your registration
statement s.

Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact  Jessica Livingston , Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Servi ces

cc:   Lawrence M. F. Spaccasi , Esq.

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BERKSHIRE HILLS BANCORP, INC.

24 North Street

Pittsfield, Massachusetts 01201

October 19, 2016

Via Edgar

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  Berkshire Hills Bancorp, Inc.

    Registration Statement on Form
S-4 (Registration Number 333-213256)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Berkshire Hills Bancorp, Inc., a Delaware corporation
(the “Company”), hereby requests that the above-referenced Company’s Registration Statement on Form S-4 be declared
effective on October 21, 2016 at 5:00 p.m., or as soon thereafter as is practicable.

The Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission 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 and 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.

    Very truly yours,

    /s/Wm. Gordon Prescott

    Wm. Gordon Prescott

    Senior Vice President and General
Counsel

    (Duly Authorized Representative)

Mail Stop 4720

October 18, 2016

Mr. Michael P. Daly
President and Chief Executive Officer
Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, MA 01201

Re: Berkshire Hills Bancorp, Inc.
  Amendment No. 1 to
Registration Statement on Form S-4
Filed  October 5, 2016
  File No.  333-213256

Dear Mr. Daly :

We have limited our review of your registration 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 com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Proposal I – The Proposed Merger

Background of the Merger, page 32

1. We note your response to comment 3, in which you disclosed the factors leading to the
change in merger consideration and First Choice’s reason for reque sting a special
dividend.  Please revise your disclosure to explain the factors that led you to decide that:
(i) a special dividend would assuage First Choice’s concerns and (ii) a 35% special
dividend rate was appropriate to this transaction.  In addition , please disclose whether the
“special dividend” was a factor considered in connection with the lower exchange factor
ultimately agreed upon.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
October 18, 2016
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosu res, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Joshua Dilk, Staff Attorney,  at (202) 551 -3427 or me at (202) 551 -3391
with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Marc Levy, Esq.

Mail Stop 4720
September 1 9, 2016

Mr. Michael P. Daly
President and Chief Executive Officer
Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, MA 01201

Re: Berkshire Hills Bancorp, Inc.
  Registration Statement on Form S-4
Filed  August 23, 2016
  File No.  333-213256

Dear Mr. Daly :

We have limited our review of your registration 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 com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Calculation of Registration Fee

1. To the extent that t he number of shares included in the registration fee table does not
include the additional shares that could be issued to avoid termination of the merger
agreement (ref er to your disclosure on page 63), please include footnote disclosure to the
calculation of registration fee table acknowledging that the company will file a
registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as
applicable , to reflect the increase in the number of shares of the Company’s common
stock to be issued to avoid termination if necessary.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
September 1 9, 2016
Page 2

 Proposal I – The Proposed Merger

Background of the Merger, page  30

2. We note on page 30 that Houlihan Lokey compiled a list of potentia l buyers and that in
late-March  2016, First Choice authorized them to begin contacting institutions on that
list.  Please revise your disclosure to explain why First Choice decided to deal
exclusively with Berkshire Hills.  In so doing, pl ease ensure that you address whether
First Choice received competing offers prior to signing the exclusivity agreement with
you as well as the factors that led them to choose to negotiate with you instead of another
potential buyer.

3. We note your disclosure on pages 31 -32 about the evolution of the agreed -upon merger
consideration and note that the price per share declined from $16.25 to $14.73 on June
24, 2016, the date preceding the public announcement of the transaction.  You also
disclose on pa ge 32 that after the concept of the “First Choice Bank Common Stock
Special Dividend” was raised on June 6, 2016, First Choice’s board unanimously
authorized the special committee to move forward with negotiations.  Please revise your
disclosure to explain  the factors that led to the lower merger consideration.  In so doing,
please explain  what impact the “First Choice Bank Common Stock Special Dividend”
had on the negotiations,  if any,  making sure to revise your disclosure to explain how it
was considered, negoti ated, revised and agreed upon.

4. You disclose on page 32 a series of negotiations about key terms of the merger agreement
between the parties, including “extensive” conference calls that took place between First
Choice and its counsel, Pepper Hamilton LLP.  You also disclose that your board
considered a final draft of the merger agreement in conjunction with discussions with
counsel.  Please revise your discussion to explain the specific issues the parties
considered and how the discussion about these issues  evolved.

5. We note your disclosure on page 32 regarding the financial presentations that Sandler
O’Neill made to the board  on June 15, 2016 and 23, 2016, respectively, as well as their
presentation of a fairness opinion, which also occurred on June 23, 201 6.  Please revise to
provide the disclosure required by Item 4(b) of Form S -4 and Item 1015 of Regulation
M-A and file the fairness opinion as an exhibit, as required by Item 21(c) to Form S -4.

Berkshire Hills Bancorp’s and Berkshire Bank’s Reasons for th e Merger, page 35

6. Please revise this section to explain whether there were any negative factors that your
board considered when evaluating whether to acquire First Choice.

7. We note the third bullet point in this section.  Please revise to briefly explain why you
believe the transaction will improve your earnings, capital and liquidity ratios.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
September 1 9, 2016
Page 3

 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 the information the Secur ities Act of 193 3 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursua nt to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 ef fective, 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 and 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 reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Joshua Dilk, Staff Attorney,  at (202) 551 -3427 or me at (202) 551 -3391
with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Marc Levy, Esq.

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BERKSHIRE HILLS BANCORP, INC.

24 North Street

Pittsfield, Massachusetts 01201

June 29, 2015

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Berkshire Hills Bancorp, Inc.

Registration Statement on Form S-4 (Registration Number 333-205096)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Berkshire Hills Bancorp, Inc., a Delaware corporation (the “Company”), hereby requests that the above-referenced Company’s Registration Statement on Form S-4 be declared effective on July 1, 2015 at 4:00 p.m., or as soon thereafter as is practicable.

The Company hereby acknowledges that:

·                                          should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

Very   truly yours,

/s/   Wm. Gordon Prescott

Wm.   Gordon Prescott

First   Vice President and General Counsel
   (Duly Authorized Representative)

June 26, 2015

Michael P. Daly
President and Chief Executive Officer
Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, MA 01201

Re: Berkshire Hills Bancorp, Inc.
   Registration Statement on Form S -4
Filed June 19 , 2015
  File No. 333 -205096

Dear Mr. Daly :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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.

Michael P. Daly
Berkshire Hills Bancorp, Inc.
June 26, 2015
Page 2

 Please refer to Rules 460 an d 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilitie s under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Joshua Samples , Staff Attorney,  at (202) 551 -3199 with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief

cc: Marc Levy
Luse Gorman, PC

February 13, 2012
 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 completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ John P. Nolan
John P. Nolan Senior Assistant Chief Accountant

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LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.LuseLaw.com

    WRITER’S DIRECT DIAL NUMBER
    WRITER’S E-MAIL

    (202) 274-2009
    mlevy@luselaw.com

January 26, 2012

VIA EDGAR

Mr. John P. Nolan

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    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. Nolan:

We are in receipt of your
letter dated January 5, 2012 providing comments on the referenced filing for Berkshire Hills Bancorp, Inc. (the “Company”
or “BHLB”). Berkshire’s responses are set forth below and are keyed to the staff’s comment letter.

This letter is being filed
with the Securities and Exchange Commission (the “Commission” or “SEC”) supplementally as correspondence
and a complete copy of this letter in paper format is also being forwarded to you by overnight delivery. Please note that this
letter omits confidential information included in the unredacted version that was delivered to the Division of Corporation Finance
and that indicates the omitted Appendix A by asterisk (**).

The Company requests confidential
treatment for Appendix A. We submit that this information is appropriately held confidential by the SEC under 5 U.S.C. § 552(b)(4),
as it constitutes “commercial or financial information obtained from a person and privileged and confidential.” In
accordance with 17 C.F.R. § 200.83 (“Rule 83”), we request that this information be kept confidential for a period
of ten (10) years from the date of this request.

John P. Nolan

January 26, 2012

Page 2

If any person who is not
an employee of the SEC, including any other government employee, requests an opportunity to inspect or copy the materials referred
to in this letter, pursuant to the FOIA or otherwise, we request in accordance with Rule 83 that the Company be promptly notified
of any such request and furnished with a copy of all written materials pertaining to such request, so that we may further substantiate
the foregoing request for confidential treatment. Please address any notification of a request for access to such documents to
the undersigned.

In addition, we request
that the SEC return Appendix A to the Company upon completion of its review of this matter.

As required by Staff Legal
Bulletin No. 1, “Confidential Treatment Requests,” as amended, the Company consents to the furnishing of the confidential
portion to other government agencies, offices or bodies and to Congress.

The Company’s responses
to the comment letter are noted below. Each response is preceded by the Staff’s comments as numbered in the Staff’s
letter. To the extent determined to be appropriate, future filings will reflect disclosures that are consistent with these disclosures
provided.

Form 10-Q for the quarterly period ended September 30, 2011

Note 7. Loans, page 21

1.
We note your response to comment 8 in our letter dated November 22, 2011 that a number of commercial loan relationships
were restructured into A/B loans, with the B loan charged off and the A loan restructured to a current market interest rate supported
by established debt service payment streams and that in 2010 many of these restructured A loans were removed from the TDR classification
based on the market interest rate and proven payment history.

      a.
For each loan, please tell us the relevant facts and circumstances related to the restructuring. Specifically tell us the
type of modifications made (A note/B note, term extension, etc.).

      b.
For each loan, please tell us in detail how you determined that the interest rate was greater than the rate that you were
willing to accept at the time of the restructuring for a new loan with comparable risk. Refer to ASC 310-40-50-2. Specifically
discuss how you determined the rate you were willing to accept at the time of the restructuring for a new loan with comparable
risk.

John P. Nolan

January 26, 2012

Page 3

      c.
Please tell us if each loan would have met your underwriting standards for a new loan at the time it was restructured.

      d.
Please clarify how you measure credit impairment on these loans. If you do not measure impairment using the guidance in
ASC 310-10, please tell us how you considered the guidance in ASC 310-40-50-5.

      e.
Please revise future filing to provide a roll forward of your TDR’s for each period presented.

RESPONSE:

Bullets a and b

The information requested in the
first two bullet points above is included in Appendix A. Appendix A outlines the key underwriting aspects of the loans, which includes
the interest rate, loan-to-value (LTV) and debt service coverage (DSC). This Appendix also outlines the restructuring criteria
along with restructure comments for each loan. All remaining loans listed in Appendix A are performing in accordance with their
terms. In accordance with ASC 310-40-50-2, we developed an average rate based on internal risk ratings of new originations that
we viewed as equivalent in risk to these loans. The average rate calculated was based on credits originated within an “Average
Risk” or “Acceptable Risk” as defined in the Company’s current risk rating methodology.

Bullet c

In reviewing all of the significant
underwriting factors pertaining to each loan, the Company confirms that each loan would have met its underwriting standards for
a new loan origination at the time it was restructured.

Bullet d

For loans that were initially identified
as TDR and remained on non-accrual status thereafter, credit impairment on these loans is measured in accordance with ASC 310-10
(ASC 310-10-35-22).  Impairment is measured on a loan by loan basis by either the present value of expected future cash flows
discounted at the loan's effective interest rate, the fair value of the collateral if the loan is collateral dependent or an observable
market price. An allowance is established when the measured value of the impaired loan is lower than the carrying value of that
loan.

For loans that were initially identified
as TDR and later removed from TDR status, credit impairment on these loans was measured in accordance with ASC 450-20.  We
acknowledge that for these loans, credit impairment should have continued to be measured in accordance with ASC 310-10.  The
Company reviewed the amount of provision recognized in earnings for the years ended December 31, 2009 and 2010 and the nine months
ended September 30, 2011 and concluded that the provision was immaterial to both net income and total provision for the respective
periods.

John P. Nolan

January 26, 2012

Page 4

Bullet e

The Company will include a TDR roll
forward in future filings.

* * * *

The Company duly acknowledges:

      ·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

      ·
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.

We trust the foregoing
is responsive to the Staff’s comments. We request that any questions with regard to the foregoing should be directed to the
undersigned at 202-274-2009.

Very
truly yours,

/s/Marc Levy

Marc Levy

    cc:   Kevin P. Riley, EVP and Chief Financial Officer, Berkshire Hills Bancorp, Inc.

Gordon Prescott, Esq., Berkshire Hills Bancorp, Inc.

Lawrence Spaccasi, Esq.

Benjamin Phippen, Securities and Exchange Commission

PricewaterhouseCoopers LLP

Office of Freedom of Information and Privacy Act Operations, Securities and Exchange Commission

APPENDIX A TO SEC LETTER DATED JANUARY 5,
2012**

BERKSHIRE HILLS BANCORP, INC.

**Pages 5 through 9 of the confidential portion redacted.

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    Unassociated Document

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

WRITER'S DIRECT DIAL NUMBER

WRITER’S E-MAIL

(202) 274-2009

mlevy@luselaw.com

January 19, 2012

Via EDGAR

Benjamin Phippen, CPA

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

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. Phippen:

We are writing to confirm our telephone conversation of today regarding the January 5, 2012 comment letter issued by the Securities and Exchange Commission on the above-referenced filings by Berkshire Hills Bancorp, Inc. (the “Company”).  As we discussed, to enable the Company to be fully responsive to the Staff’s comments, the Staff agreed to allow the Company an extension of the time period for responding to the comments.  The Company will file its responses to the Staff’s comments on or before January 25, 2012.

Sincerely,

/s/ Marc P. Levy

Marc P. Levy

cc:

Wm. Gordon Prescott, Esq.

John P. Nolan, SEC

January 5, 2012
 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 supplemental response filed December 19, 2011 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.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  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 filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Form 10-Q for the quarterly period ended September 30, 2011

Note 7. Loans, page 21
 1. We note your response to comment 8 in our lett er dated November 22, 2011 that a number of
commercial loan relationships were restructured into A/B loans, with the B loan charged off
and the A loan restructured to  a current market interest ra te supported by established debt
service payment streams and that in 2010 many of  these restructured A loans were removed
from the TDR classification based on the market  interest rate and proven payment history.

Mr. Kevin P. Riley
Berkshire Hills Bancorp, Inc. January 5, 2012 Page 2

a. For each loan, please tell us the relevant facts and circumstances related to the
restructuring.  Specifically tell us the type  of modifications made (A note/B note, term
extension, etc.).
b. For each loan, please tell us in detail how you determined that the interest rate was
greater than the rate that you were willing to accept at the ti me of the restructuring for a
new loan with comparable risk.  Refer to ASC 310-40-50-2.  Speci fically discuss how
you determined the rate you were willing to accep t at the time of the restructuring for a
new loan with comparable risk.
c. Please tell us if each loan would have met your underwriting standards for a new loan at
the time it was restructured.
d. Please clarify how you measure credit impairment  on these loans.  If you do not measure
impairment using the guidance in ASC 310- 10, please tell us how you considered the
guidance in ASC 310-40-50-5.
e. Please revise future flings to provide a roll forward of your TDR’s for each period
presented.

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

CORRESP
1
filename1.htm

    Unassociated Document

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.LuseLaw.com

WRITER’S DIRECT DIAL NUMBER

WRITER’S E-MAIL

(202) 274-2009

mlevy@luselaw.com

December 19, 2011

VIA EDGAR

Mr. John P. Nolan

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

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. Nolan:

We are in receipt of your letter dated November 22, 2011 providing comments on the referenced filing for Berkshire Hills Bancorp, Inc. (the “Company” or “BHLB”).  Berkshire’s responses are set forth below and are keyed to the staff’s comment letter.

The Company’s responses to the comment letter are noted below.  Each response is preceded by the Staff’s comments as numbered in the Staff’s letter.  To the extent determined to be appropriate, future filings will reflect disclosures that are consistent with these disclosures provided.  Italicized text reflects new disclosures added to the filings.

Mr. John P. Nolan

December 19, 2011

Page 2 of 15

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 followed by the provision for loan losses and a subtotal for net interest income after provision for loan losses before presenting non-interest and non-interest expense.  Refer to Article 9 of Regulation S-X.

RESPONSE:

The Company acknowledges that Article 9 of Regulation S-X permits the disclosure of the subject financial information in the Consolidated Statements of Income or the notes to the Consolidated Statements of Income.  The Company plans to continue to present the Consolidated Statements of Income in its present format.  In this format, we present total net revenue which is an important financial measure used by the Company and others in evaluating its financial performance.  This measure is prior to the provision for loan losses.  In all future filings, the Company will provide a new note to the Consolidated Statements of Income to present net interest followed by the provision for loan losses and a subtotal for net interest income after provision for loan losses.  This note was inadvertently omitted from the notes to the Consolidated Statements of Income in the subject Form.

Notes to Consolidated Financial Statements

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

2.

We note your disclosure that management chose 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 filing 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 determination of your periodic loan provision.

RESPONSE:

The $300 thousand loan loss provision related to loans which were not classified and accounted for under ASC 310-30.

For loans that were classified and accounted for under ASC 310-30, valuation allowances shall reflect only those losses incurred by the investor after acquisition—that is, the present value of all cash flows expected at acquisition that ultimately are not to be received as outlined in ASC 310-30-30-1. The loss accrual or valuation allowance recorded by the investor should reflect only losses incurred by the investor, rather than losses incurred by the transferor or the investor's estimate at acquisition of credit losses over the life of the loan. Therefore, an additional requirement to recognize a loss prescribed in ASC 450-20 (FAS 5) would not be applicable to loans falling under Subtopic ASC 310-30.  This guidance is specific to the valuation allowance prescribed for loans under the scope of ASC 310-30 and does not provide further guidance on the valuation allowance prescribed for loans that fall outside the scope of ASC 310-30.

Mr. John P. Nolan

December 19, 2011

Page 3 of 15

Loans that the Company acquired in acquisitions are initially recorded at fair value with no carryover of the related allowance for credit losses. For loans that do not meet the ASC 310-30 criteria, the Company accretes interest income on a level yield basis using the contractually required cash flows.  Although these loans do not possess deteriorated credit quality since origination and are considered performing at the time of the acquisition, like most newly originated loans, they possess some level of inherent losses that are probable and estimable based on historic lending experience.  As amounts related to credit quality are accreted, an estimate of provision should be measured and applied to the allowance for loan losses for credit losses previously considered in the purchase discount if estimated loss results in a net book value less than current book value.  Therefore, the Company subjected loans that do not meet the ASC 310-30 criteria to ASC 450-20 (FAS 5) by collectively evaluating these loans for an allowance for loan loss.  The Company applied a methodology   similar to the methodology prescribed for originated loans, which includes the application of environmental factors to each category of loans.

The methodology to collectively evaluate the acquired loans outside the scope of ASC 310-30 includes the application of a number of environmental factors that reflect management’s best estimate of the level of incremental credit losses that might be recognized given current conditions.  This is reviewed as part of the quarterly allowance for loan loss adequacy analysis.  The analysis determines risk ratings for each environmental factor.  Risk factors are then added to adjust for the current state of the portfolio by environmental factor.  Note that the ASC 450-20 (FAS 5) adjustment is subsequent to and separate from the fair value adjustments recorded on each acquired loan outside the scope of ASC 310-30.  As the loan portfolio matures and environmental factors change, the loan portfolio will be reassessed each quarter to determine an appropriate reserve allowance.

The underlying credit performance of the loan portfolio is presented throughout the Loan footnote on the September 30, 2011 Form 10-Q and will continue to be so presented in future filings.  These tables include a summary of past due loans activity in the allowance for loan loss, summary of impaired loans and summary of non-accrual loans.  All of these tables present a summary of acquired loans, which allows the user of the financial statements to identify the credit performance of the acquired loan portfolio.  The Company placed reliance on the environmental factors noted above for the determination of a periodic loan provision.  The Company’s disclosures will be updated accordingly and will include any new developments, if applicable.

Mr. John P. Nolan

December 19, 2011

Page 4 of 15

3.

Please tell us, and revise future filings to include, 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 the Company is accreting interest income on a level yield basis using the contractually required cash flows.

RESPONSE:

The Company categorized each loan as either meeting the definition stipulated in ASC 310-30 or loans that do not meet the ASC 310-30 criteria for which the Company is accreting interest income on a level yield basis using contractually required cash flows.  The Company did not apply ASC 310-30 by analogy to any portion of the acquired loan portfolio, therefore, this concept does not apply.  The loans that met the scope of ASC 310-30 are accounted for in accordance with ASC 310-30 as outlined in the Significant Accounting Policies section of the September 30, 2011 Form 10Q.  For loans that do not meet ASC 310-30 criteria, the Company accretes interest income on a level yield basis using the contractually required cash flows as outlined in the Significant Accounting Policies section of the September 30, 2011 Form 10Q.

The Company will update its disclosures in future filings to disclose the following:

The carrying amount of the acquired loans at September 30, 2011 totaled $730.7 million.  These loans consisted of loans determined to be impaired at the time of acquisition, which are accounted for in accordance with ASC Topic 310-30, with a carrying amount of $17.4 million and loans that were considered not impaired at the acquisition date with a carrying amount of $713.3 million.

The outstanding unpaid principal balance for all acquired credit impaired loans accounted for under ASC 310-30 loans as of September 30, 2011 was $31.4 million.

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 immediately after the merger.  Please separately present loans that met the criteria and are being accounted for in accordance with the 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.

Mr. John P. Nolan

December 19, 2011

Page 5 of 15

·

A robust discussion of how you identified loans to be accounted for under ASC 310-30, including a description of whether and if so, how you aggregated loans into pools for accretion and impairment testing purposes.  Identify the specific loan characteristics that were used for segregation and whether performing and nonperforming loans were separately segregated.

RESPONSE:

The Company elected to evaluate loans accounted for under ASC 310-30 on an individual basis for accretion and impairment testing purposes.  Therefore, the aggregation of loans into pools for accretion and impairment purposes and the identification of specific loan characteristics that were used for segregation do not apply.

The Company will update our disclosures in future filings to disclose the following:

The results of Rome’s operations are included in the Consolidated Statements of Income from the date of acquisition.  In connection with the merger, the consideration paid was recorded at fair value on the date of acquisition, as summarized in the following table in thousands, as of April 1, 2011.

Consideration Paid:

Amount

Berkshire Hills Bancorp common stock issued to Rome common stockholders

$
55,419

Cash consideration paid to Rome common shareholders

22,683

Value of Rome stock previously purchased by Berkshire Hills

668

Cash consideration paid for Rome employee stock options

354

Total consideration paid

79,124

Fair Value of Net Assets Assumed including Identifiable Intangible Assets

62,781

Goodwill

$
16,343

In connection with the merger, the assets acquired and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in the following table in thousands, as of Apri1 1, 2011.

As Acquired

Fair Value Adjustments

As Recorded at Acquisition

Recognized Amounts of Identifiable Assets Acquired and (Liabilities Assumed), At Fair Value:

Cash and short term investments

$
33,533

$
-

$
33,533

Investment securities

412

6

(a)

418

Loans

262,718

(5,114
)
(b)

257,604

Federal Home Loan Bank common stock

3,571

-

3,571

Bank owned life insurance

9,908

-

9,908

Premises and equipment

5,375

(643
)
(c)

4,732

Core deposit intangibles

-

4,820

(d)

4,820

Other assets

8,159

(440
)
(e)

7,719

Deposits

(228,681
)

(709
)
(f)

(229,390)

Borrowings

(30,000
)

-

(30,000
)

Other liabilities

(3,880
)

3,746

(g)

(134)

Total identifiable net assets

$
61,115

$
1,666

$
62,781

Mr. John P. Nolan

December 19, 2011

Page 6 of 15

The table above includes balances associated with discontinued operations.  Refer to Note 4 for further discussion of discontinued operations.

Explanation of Certain Fair Value Adjustments

(a)

The adjustment represents the write up of the book value of investments to their estimated fair value based on fair values on the date of acquisition

(b)

The adjustment represents the write down of the book value of loans to their estimated fair value based on current interest rates and expected cash flows, which includes an estimate of expected loan loss inherent in the portfolio.  Loans that met the criteria and are being accounted for in accordance with ASC 310-30 had a carrying amount of $5.7 million.  Non-Impaired Loans not accounted for under ASC 310-30 had a carrying value of $251.9 million.

(c)

The adjustment represents the write down of book value of premises and equipment to their estimated fair value at the acquisition date based on their appraised value

(d)

The adjustment represents the value of the core deposit base assumed in the acquisition.  The core deposit asset was recorded as an identifiable intangible asset and will be amortized over the average life of the deposit base.

(e)

The adjustment represents the write down of book value of other assets to their estimated fair value at the acquisition date.

(f)

The adjustment is necessary because the weighted average interest rate of deposits exceeded the cost of similar funding at the time of acquisition.

(g)

The adjustment represents the write down of book value of other liabilities to their estimated fair value at the acquisition date.

The results of Legacy’s operations are included in the Consolidated Statements of Income from the date of acquisition.  In connection with the merger, the consideration paid was recorded at fair value on the date of acquisition, as summarized in the following table in thousands, as of July 21, 2011.

Consideration Paid:

Amount

Berkshire Hills Bancorp common stock issued to Legacy common stockholders

$
100,334

Cash consideration paid to Legacy common shareholders

10,043

Value of Legacy stock previously purchased by Berkshire Hills

5,616

Cash consideration paid for Legacy employee stock options

1,237

Option consideration paid for Legacy employee stock options

1,349

Contingent divestiture consideration recorded to Legacy common shareholders

1,146

Total consideration paid

119,725

Fair Value of Net Assets Assumed including Identifiable Intangible Asset

89,611

Goodwill

$
30,144

Mr. John P. Nolan

December 19, 2011

Page 7 of 15

In connection with the merger, the assets acquired and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in the following table in thousands, as of July 21, 2011.

As Acquired

Fair Value Adjustment

As Recorded at Acquisition

Recognized Amounts of Identifiable Assets Acquired and (Liabilities Assumed), At Fair Value:

Cash and short term investments

$
180,996

$
-

$
180,996

Investment securities

53,177

(340
)
(a)

52,837

Loans

584,216

(18,367
)
(b)

565,849

Bank owned life insurance

16,896

-

16,896

Premises and equipment

18,032

(29
)
(c)

18,003

Core deposit intangibles

1,017

8,043

(d)

9,060

Other intangibles

2,124

1,

CORRESP
1
filename1.htm

    coorespondence120511.htm

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

WRITER'S DIRECT DIAL NUMBER

WRITER’S E-MAIL

(202) 274-2009

mlevy@luselaw.com

December 5, 2011

Via EDGAR

Mr. John P. Nolan

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

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. Nolan:

We are writing to confirm our telephone conversation of November 30, 2011 regarding the November 22, 2011 comment letter issued by the Securities and Exchange Commission on the above-referenced filings by Berkshire Hills Bancorp, Inc. (the “Company”).  As we discussed, to enable the Company to be fully responsive to the Staff’s comments, the Staff agreed to allow the Company an extension of the time period for responding to the comments.  The Company will file its responses to the Staff’s comments on or before December 19, 2011.

Sincerely,

/s/ Marc P. Levy

Marc P. Levy

cc:           Wm. Gordon Prescott, Esq.

Benjamin Phippen, CPA

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

CORRESP
1
filename1.htm

    Unassociated Document

    BERKSHIRE
HILLS BANCORP, INC.

    24 North
Street

    Pittsfield,
Massachusetts 01201

    January
25, 2011

    Via
Edgar

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Berkshire
      Hills Bancorp, Inc.

              Registration
      Statement on Form S-4 (Registration Number
  333-170798)

              Request for
      Acceleration of
      Effectiveness

    Ladies
and Gentlemen:

    Berkshire Hills Bancorp, Inc., a
Delaware corporation (the “Company”), hereby requests that the Company’s
Registration Statement on Form S-4 be declared effective on January 28, 2011 at
4:00 p.m., or as soon thereafter as is practicable.

    The Company hereby acknowledges
that:

              ·

              should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission 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 and 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.

              Very
      truly yours,

              /s/Wm. Gordon Prescott

              Wm.
      Gordon Prescott

              Vice
      President and General Counsel (Duly Authorized
    Representative)

January 18, 2011

Mr. Michael P. Daly President and Chief Executive Officer Berkshire Hills Bancorp, Inc. 24 North Street Pittsfield, Massachusetts 01201
Re:  Berkshire Hills Bancorp, Inc.
Amendment No. 1 to Registrati on Statement on Form S-4
Filed January 12, 2011
File No. 333-170798
Dear Mr. Daly:
We have limited our review of your amended re gistration statement to those portions that
relate to our comments dated December 16, 2010.  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. We reissue our prior comment 1 to revise the third paragr aph inform holders that to
perfect dissenters/appraisal rights they must either vote against the merger or not send in
a proxy .  In addition, make similar disclosure in the Rome “Notice of Special Meeting of
Stockholders”.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc. January 18, 2011 Page 2  Q&A, page 2

 2. We reissue our prior comment 2 to revise your disclosure to substitute the current
language with something similar to “either  return a proxy voting against the merger or
not return the proxy ”.

 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

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4720          August 7, 2009  Kevin P. Riley Executive Vice President, Chief Financial Officer and Treasurer 24 North Street Pittsfield, Massachusetts 01201 By U.S. Mail and facsimile to (413) 443-3587
Re: Berkshire Hills Bancorp, Inc.
 Form 10-K for the fiscal year ended December 31, 2008  Form 10-Q for the quarterly period ended March 31, 2009  File No. 000-51584

Dear Mr. Riley:    We have completed our review of your Form 10-K and related filings and have no further comments at this time.                   S i n c e r e l y ,
John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 400

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

    WRITER’S DIRECT DIAL NUMBER

(202) 274-2009

    WRITER’S EMAIL

mlevy@luselaw.com

VIA EDGAR AND HAND DELIVERY

July 31, 2009

Mr. John P. Nolan

Senior Assistant Chief Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

    Berkshire Hills Bancorp, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the quarterly period ended March 31, 2009

Definitive Proxy Statement filed April 13, 2009

File No. 000-51584

Dear Mr. Nolan:

We are in receipt of your letter dated June 29, 2009 providing comments on the referenced
filing for Berkshire Hills Bancorp, Inc. (the “Company”). The Company’s responses are set forth
below and are keyed to the staff’s comment letter.

Form 10-Q for the quarterly period ended March 31, 2009

Financial Statements

Notes to Consolidated Financial Statements

Note 3. Securities, page 12

    1.

    We note your disclosure on page 28 that the Company owns one pooled trust preferred security
with a cost basis of $2.6 million and a fair market value of $0.5 million and your conclusion
that this security was not other than temporarily impaired at March 31, 2009 despite the
credit rating downgrade from Aa to Caa. Please provide us with a detailed explanation of how
you came to this conclusion indentifying all available evidence, explaining the relative
significance of each piece of evidence and identifying the primary evidence on which you
relied in making your assessments. In preparing
your response, please be sure to address your consideration of the credit rating downgrade,
which appears to be a critical and compelling piece of evidence considering both Moody’s and
S&P’s definition of this below investment grade credit rating states that these securities
are typically of poor standing, may be in default, may have elements of danger with respect
to principal or interest, are vulnerable to nonpayment, and are dependent upon favorable
economic conditions for the issuer to meet its financial commitment.

Mr. John P. Nolan

July 31, 2009

Page 2 of 12

RESPONSE

The Company’s conclusion that the private placement pooled trust preferred security (the
“Security”) was not other than temporarily impaired at March 31, 2009 was based on both the
Company’s ability and intent to hold the Security for a period of time sufficient to allow
for an anticipated recovery of its remaining amortized cost and the protection from credit
loss afforded by $120 million in excess subordination above current and projected losses.

Background

The Company owns $2.6 million of the Mezzanine Class B tranche [CUSIP 74042CAE8] of the $360
million Preferred Term Securities XXVIII, Ltd. pool (the “Pool”) of notes. The notes are
collateralized by obligations from 45 geographically diverse banks and 11 insurance
companies constituting 71% and 29% of the Pool, respectively. At March 31, 2009, the
Security’s fair value was $0.5 million and was based on S&P pricing derived from SFAS 157
Level 3 inputs.

Interests in the Pool are dividend across one equity and six debt tranches as follows:

Pool
at Inception — November 8, 2007

Preferred Term Securities XXVIII, LTD

    Senior

    Senior

    Mezzanine

    Mezzanine

    Mezzanine

    Mezzanine

    Income

Class A-1

    Class A-2

    Class B

    Class C-1

    Class C-2

    Class D

    Notes

    Par

    $191.0 MM

    $45.7 MM

    $44.4 MM

    $36.0MM

    $8.0 MM

    $27.0 MM

    $19.5 MM

    Price/FV

    100

    95.532

    95.214

    94.927

    94.927

    92.132

    N/A

    Paid-in

    $191.0 MM

    $43.7 MM

    $42.3 MM

    $34.2 MM

    $7.6 MM

    $24.9 MM

    16.3 MM

    Coupon

    3m Libor + 0.90

    3m Libor + 0.40

    3m Libor + 0.60

    3m Libor + 0.90

    Variable

    3m Libor + 1.75

    N/A

    Maturity (Bullet)

    3/22/2038

    3/22/2038

    3/22/2038

    3/22/2038

    3/22/2038

    3/22/2038

    3/22/2038

    Moody’s Rating

    Aaa

    Aaa

    Aa2

    A3

    A3

    Not Rated

    Not Rated

    Fitch Rating

    AAA

    AAA

    AA

    A

    A

    BBB

    Not Rated

Mr. John P. Nolan

July 31, 2009

Page 3 of 12

As of March 31, 2009, one bank in the Pool was in default and four were in interest deferral
status. These banks represented 1.39% and 6.25% of the total pool, respectively. No
insurance companies were in default or deferral status. These developments combined with
broad adverse macroeconomic events and circumstances triggered the following credit
downgrades of the Pool’s tranches by Moody’s and Fitch at March 31, 2009:

Pool
— March 31, 2009

    Senior

    Senior

    Mezzanine

    Mezzanine

    Mezzanine

    Mezzanine

    Income

    Class A-1

    Class A-2

    Class B

    Class C-1

    Class C-2

    Class D

    Notes

    Price/FV

    29.92

    17.85

    17.85

    8.45

    8.45

    5.85

    N/A

    Moody’s
Rating

    A3

    Ba1

    Caa1

    Ca

    Ca

    Not Rated

    Not Rated

    Fitch
Rating

    A

    BBB

    BB

    CC

    CC

    CC

    Not Rated

Discussion

At March 31, 2009, the Company had both the ability and intent to hold the Security until
recovery of its amortized cost basis. This assertion is supported by the Company’s strong
capital and liquidity positions and its historical low portfolio turnover.

General deterioration in the liquidity and asset quality of banks in the Pool during the
second half of 2008 led to closer monitoring by the Company. At December 31, 2008 and again
on March 31, 2009, the Company assessed its Security’s exposure to credit loss by performing
a third-party valuation-specialist assisted, break-even analysis, to calculate the excess
subordination of the Mezzanine Class B tranche.

The Company modeled actual cash flows from the Pool’s banks and insurance companies as
provided by Intex Solutions, Inc. and adjusted these for actual and assumed defaults to
determine the amount of future credit losses that could be absorbed by the Pool’s Junior
tranches before a single dollar of credit loss would be attributed to the Mezzanine B
tranche. Assumed defaults were identified through a review of the liquidity, asset quality,
and capital ratios of the banks and insurance companies in the Pool and included the four
banks in deferral plus two additional performing banks with weak liquidity and asset
quality. In total, $37.5 million or 10.42% of the total Pool was deemed to have defaulted
for the purposes of the analysis compared to $5 million or 1.39% actually in default.

The potential for future bank and insurance company defaults was also considered in the
break-even analysis. For the two years following March 31, 2009, an annual bank default rate
of 2% was assumed. This rate approximates the historical one-year high-default rate for
small banks and thrifts observed in 1989 and is considered conservative after factoring the
six
excess defaults discussed above. A more normalized business environment was assumed after
mid-2011 and a historical average bank default rate for small banks and thrifts of 36 basis
points was applied every year thereafter, with 10% recoveries lagged 2 years.

Mr. John P. Nolan

July 31, 2009

Page 4 of 12

Potential insurance company defaults were conservatively estimated based on double the
idealized default probabilities indicated by AM Best’s ratings at March 31, 2009. Insurance
companies on negative credit watch were downgraded two additional notches by the Company and
unrated insurance companies were assigned a CCC-rating. Zero recoveries were assumed on all
insurance company defaults.

The Company’s March 31, 2009 break-even results indicated that there was excess
subordination of approximately $120 million above current and projected losses in the
Mezzanine Class B tranche. Under this scenario, the Pool would have to experience $120
million of future losses before a single dollar of credit losses is allocable to the
Security. The discounted, Security-specific cash flows, over its term to maturity using a 30
year libor rate + 60 bps [3.815% at March 31, 2009], an approximation of the average return
expected over the life of the Security, indicated that the Security’s principal and interest
was preserved.

Conclusion

The preservation of the Company’s principal and interest resulting from the excess
subordination above current and projected losses combined with the Company’s ability and
intent to hold the Security until the recovery of its amortized cost basis supported the
Company’s decision not to impair the Security at March 31, 2009. As new information becomes
available in future periods, changes to the Company’s assumptions may be warranted and could
lead to a different conclusion regarding the other than temporary impairment of the
Security.

    2.

    As a related matter, please provide us with the following information related to your pooled
trust preferred securities and revise future filing disclosures to include this additional
information:

    •

    deal name;

    •

    class/tranche;

    •

    credit rating for each class/tranche;

    •

    number of banks issuance;

    •

    deferrals and defaults — dollar amount and as a percentage of collateral; and

    •

    excess subordination — dollar amount as a percentage of collateral.

Please see Item 1, Comment 1 for disclosure of all requested information pertaining to the
Company’s pooled trust preferred security as of March 31, 2009.

We intend to expand the disclosure of the Company’s evaluation of the Company’s pooled trust
preferred security for potential other than temporary impairment in the Company’s upcoming
Form 10-Q for the quarter ended June 30, 2009. The following is a draft of the proposed
disclosure which may be revised as circumstances warrant.

Mr. John P. Nolan

July 31, 2009

Page 5 of 12

The Company owns a $2.6 million investment (the “Security”) in the Mezzanine Class B tranche
[CUSIP 74042CAE8] of the $360 million Preferred Term Securities XXVIII, Ltd. pool (the
“Pool”) of notes. The Pool is structured with one equity and six debt tranches
collateralized by obligations from 45 geographically diverse banks and 11 insurance
companies constituting 71% and 29% of the Pool, respectively. The Mezzanine Class B tranche
is subordinate to two Senior tranches and senior to all remaining tranches. The Senior,
Class B, and Junior tranches make up 65%, 12% and 23% of the Pool, respectively.

During Q1 2009, this security was significantly downgraded by Moody’s from Aa2 to Caa1. The
Company evaluated the Security, with a fair value of 0.7 million, for potential other than
temporary impairment at June 30, 2009 and determined that an other than temporary impairment
was not evident based on both the Company’s ability and intent to hold the Security until
the recovery of its remaining amortized cost and the protection from credit loss afforded
by$77 million in excess subordination above current and projected losses.

The Company’s ability and intent to hold the Security until recovery is supported by the
Company’s strong capital and liquidity positions as well as its historical low portfolio
turnover.

At June 30, 2009, the Company assessed the Security’s exposure to credit loss by performing
an independent third-party valuation-specialist assisted, break-even analysis, to calculate
the excess subordination of the Mezzanine Class B Tranche. The Company modeled actual cash
flows from the Pool’s banks and insurance companies as provided by Intex Solutions, Inc. and
adjusted these for actual defaults and assumed defaults to determine the amount of future
credit losses that could be absorbed by the Pool’s Junior tranches before a single dollar of
credit loss would be attributed to the Mezzanine B tranche.

As of June 30, 2009, two banks totaling 2.8% of the Pool were in default while an additional
five banks totaling 7.6% of the Pool were in deferred interest status. No insurance
companies were in default or deferral status. Assumed defaults were identified through a
review of the liquidity, asset quality and capital ratios of all banks and insurance
companies in the Pool and included the five banks in deferral. In total, $70.0 million or
19.4% of the total Pool was deemed to have defaulted for the purposes of the analysis
compared to $10 million or 2.78% actually in default.

The potential for future bank and insurance company defaults was also considered in the
break-even analysis. For the two years following June 30, 2009 an annual default rate of 2%
was assumed. This rate approximates the historical one-year high-default rate for small
banks and thrifts observed in 1989 and is considered conservative after factoring the five
excess defaults discussed above. A more normalized business environment was assumed after
mid-2011 and the historical average bank default rate for small banks and thrifts of 36
basis points was applied every year thereafter, with 10% recoveries lagged 2 years.

Mr. John P. Nolan

July 31, 2009

Page 6 of 12

Potential insurance company defaults were conservatively estimated based on double the
idealized default probabilities indicated by AM Best’s ratings at June 30, 2009. Insurance
companies on negative credit watch were downgraded two additional notches by the Company and
unrated insurance companies were assigned a CCC-rating. Zero recoveries were assumed on all
insurance company defaults.

The Company’s June 30, 2009 break-even results indicated that there was excess subordination
of approximately $77 million above current and projected losses in the Mezzanine Class B
tranche. Under this scenario, the Pool would have to experience an additional $77 million of
future losses before a single dollar of credit losses is allocable to the Security. The
discounted, Security-specific cash flows, over its term to maturity using a 30 year libor
rate + 60 bps [4.761% at June 30, 2009], an approximation of the average return expected
over the life of the Security, indicated that the Security’s principal and interest was
preserved.

The preservation of the Company’s principal and interest resulting from the excess
subordination above current and projected losses combined with the Company’s ability and
intent to hold the Security until the recovery of its amortized cost basis supports the
Company’s decision not to impair the Security at June 30, 2009. As new information becomes
available in future periods, changes to the Company’s assumptions may be warranted and could
lead to a different conclusion regarding the other than temporary impairment of the
Security.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Application of Critical Accounting Policies and Accounting Estimates, page 24

    3.

    We note your disclosure on page 25 that as of March 31, 2009 there were no events that
required the Company to perform an interim impairment test of goodwill. Given the reduction
in first quarter 2009 net income due to higher provisions for loan losses and the recent
deterioration in your market capitalization to a level below book value at March 31, 2009,
please tell us and in future filings disclose the following additional information regarding
your interim testing performed:

    •

    the specific date upon which you assessed the indicators of impairment;

    •

    the indicators of impairment you assessed and explain, in detail, how you determined
there were no significant changes since the year-end evaluation; and

    •

    whether you believe quantitative testing for each reporting unit (using the two-step
impairment test discussed in paragraphs 19-22 of SFAS 142) would have produced similar

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4720          June 29, 2009  Kevin P. Riley Executive Vice President, Chief Financial Officer and Treasurer 24 North Street Pittsfield, Massachusetts 01201 By U.S. Mail and facsimile to (413) 443-3587
Re: Berkshire Hills Bancorp, Inc.
 Form 10-K for the fiscal year ended December 31, 2008  Form 10-Q for the quarterly period ended March 31, 2009  File No. 000-51584

Dear Mr. Riley:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, 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 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form 10-Q for the quarterly period ended March 31, 2009

Financial Statements
Notes to Consolidated Financial Statements
Note 3. Securities, page 12
 1. We note your disclosure on page 28 that the Company owns one pooled trust preferred security with a cost basis of $2.6 million and a fair market value of $0.5 million and your conclusion that this security was not other than temporarily impaired at March 31, 2009 despite the credit rating downgrade from Aa to Caa.  Please provide us with a detailed explanation of how you came to this conclusion identifying all available evidence, explaining the relative significance of each piece of evidence

Kevin P. Riley
Berkshire Hills Bancorp, Inc.
June 29, 2009 Page 2
and identifying the primary evidence on which you relied in making your assessments.  In preparing your response, please be sure to address your consideration of the credit rating downgrade, which appears to be a critical and compelling piece of evidence considering both Moody’s and S&Ps definition of this below investment grade credit rating states that these securities are typically of poor standing, may be in default, may have elements of danger with respect to principal or interest, are vulnerable to nonpayment, and are dependent upon favorable economic conditions for the issuer to meet its financial commitment.
 2. As a related matter, please provide us with the following information related to your pooled trust preferred securities and revise future filing disclosures to include this additional information:
• deal name;
• class / tranche;
• credit rating for each class / trance;
• number of banks issuance;
• deferrals and defaults – dollar amount and as a percentage of collateral; and
• excess subordination – dollar amount and as a percentage of collateral.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Application of Critical Accounting Policies and Accounting Estimates, page 24
 3. We note your disclosure on page 25 that as of March 31, 2009 there were no events that required the Company to perform an interim impairment test of goodwill.  Given the reduction in first quarter 2009 net income due to higher provisions for loan losses and the recent deterioration in your market capitalization to a level below book value at March 31, 2009, please tell us and in future filings disclose the following additional information regarding your interim testing performed:
• the specific date upon which you assessed the indicators of impairment;
• the indicators of impairment you assessed and explain, in detail, how you
determined there were no significant changes since the year-end evaluation; and
• whether you believe quantitative testing for each reporting unit (using the two-step impairment test discussed in pa ragraphs 19-22 of SFAS 142) would have
produced similar results.
.
 Selected Financial Data, page 26

 4. We note your presentations of “core return on tangible assets”, “core return on tangible common equity”, “core tangible non-interest income to tangible assets”, “core tangible non-interest expense to tangible assets”, “total core income”, “core earnings, diluted”, “tangible common book value”, “tangible common stockholders’ equity to tangible assets” and “tangible stockholders’ equity to tangible assets” here

Kevin P. Riley
Berkshire Hills Bancorp, Inc.
June 29, 2009 Page 3
and in various locations throughout your filings.  These measures appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K as
they are not required by GAAP, Commission Rules, or banking regulatory requirements.  To the extent you plan to provide these non-GAAP financial measures in the future, please address the following:
• to the extent these measures are disclosed in future filings with the Commission,
you should comply with all of the requirements in Item 10(e) of Regulation S-K, including clearly labeling the ratio as a non-GAAP measure and complying with all of the disclosure requirements;
• to the extent that you plan to disclose these measures in future Item 2.02 Form 8-Ks, you should provide all of the disclosures required by Regulation G and Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of Form 8-K.; and
• to the extent you disclose or release publicly any material information that includes a non-GAAP measure, such as these measures in an Item 8.01 Form 8-K, you should be cognizant of the requirements in Regulation G to label the measure as non-GAAP and provide a reconciliation to the most closely comparable GAAP measure.
*****
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  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 filings to be certain that the filings include 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 the filing;
‚ 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

Kevin P. Riley
Berkshire Hills Bancorp, Inc. June 29, 2009 Page 4  ‚ 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 You may contact Benjamin Phippen, Sta ff Accountant, at (202) 551-3697 or me
at (202) 551-3492 if you have questions.            S i n c e r e l y ,
John P. Nolan Senior Assistant Chief Accountant

Mail Stop 4561

March 9, 2007

Mr. Michael P. Daly
President and Chief Executive 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, 2005
Forms 10-Q for the Quarterly Periods Ended March 31, 2006, June
30, 2006 and September 30, 2006
  File No. 0-58514

Dear Mr. Daly:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

Donald Walker
Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE> 1

                   [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;

<PAGE> 2
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

<PAGE> 3
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>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
<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.

<PAGE> 4
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
-------

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.

<PAGE> 5
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

Mail Stop 4561

January 26, 2007

Mr. Michael P. Daly
President and Chief Executive 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, 2005
Forms 10-Q for the Quarterly Periods Ended March 31, 2006, June
30, 2006 and September 30, 2006
  File No. 0-58514

Dear Mr. Daly:

We have reviewed your response dated January 12, 2007 and have the following
comments.

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

1. We note your response to comment one of our 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:

• how you document with sufficient specificity the hedged cash flows;
• 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;
• the specific prime rate index used for the loans and the interest rate swap;
• how you considered that prime is not a benchmark rate as defined by SFAS 133;
• how you ensure that hedged cash flows share the same risk exposure;

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
1/26/2007 Page 2
• whether there are instances in which the margin on the loans within the hedged cash flow pool were not zero percent;
• how you ensure that the payment dates on the interest payments received are the same as the payment dates of the swap;
• whether the timing of rate reset for the loans are the same as the reset for the swap;
• the specific guidance upon which you relied in determining the appropriate prospective and retrospective method of assessing effectiveness;
• the specific guidance upon which you relied in determining the appropriate method of measuring ineffectiveness; and
• whether you considered any other potential sources of ineffectiveness aside from the changes in the balance of the loan portfolio.

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

• which of the hedged risks described in paragraph 21(f) of SFAS 133 is the designated risk being hedged;
• 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;
• how the documented hedging strategy met the requirements of paragraph 20(b);
• 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;
• whether the swap contains an option to mirror death redemptions;
• 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;
• the specific guidance upon which you relied in determining the appropriate prospective and retrospective method of assessing effectiveness;
• 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;
• how you documented your approach to effectiveness testing if there were changes in the matched terms or changes in counterparty credit;
• how you determined the amount of ineffectiveness at December 31, 2005 and whether you measure the amount of ineffectiveness on a periodic basis;
• whether the lack of recording known ineffectiveness was included in as an unadjusted audit difference; and

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
1/26/2007 Page 3
• the specific guidance upon which you relied in determining that comparing the certificate balances and the notional amounts of the related swap agreements is an appropriate method of measuring ineffectiveness.

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

3. We note your response to 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 app lied 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.

* * * *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comment.

 You may contact Joyce Sweeney, Staff Accountant, at (202) 551-3449, or me at (202) 551-3490 if you have any questions.

Sincerely,

Donald Walker
Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE> 1

                   [BERKSHIRE HILLS BANCORP, INC. LETTERHEAD]

                                January 12, 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 December 28, 2006, 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:
--------------

        For each type of hedging relationship outstanding during the periods
presented, please tell us how you determined that they met the criteria for
hedge accounting pursuant to paragraphs 20, 21, 28 and 29 of SFAS 133, as
applicable. In your response, please specifically address the following for each
type of hedging relationship:

        o   the nature and specific terms of the hedged item or transaction;

<PAGE> 2

Mr. Donald Walker
January 12, 2007
Page 2

        o   the nature and specific terms of the derivative instrument;
        o   the specific documented risk being hedged;
        o   the quantitative measures you use to assess effectiveness at
            inception and on an ongoing basis; and
        o   the quantitative measures you use to measure ineffectiveness.

RESPONSE TO COMMENT NO. 1:
--------------------------

         There were two types of hedging relationships outstanding during the
periods presented. They are described in Note 12 of the Financial Statements, on
page 61 of the Form 10-K. At inception of each hedge, formal documentation of
the hedging relationship and the Company's risk management objective and
strategy for undertaking the hedge was completed. The documentation addressed
the following: identification of the hedging instrument, the hedged item, the
nature of the risk being hedged, and how the hedging instrument's effectiveness
in offsetting the exposure to the hedged risk will be assessed. This is further
explained in the bullet points below.

         The first type of hedging relationship is an interest rate swap which
is designated as a cash flow hedge in accordance with Paragraph 28 of SFAS 133:

        o       The hedged items consist of a portion ($5 million) of the
                Company's prime-based, revolving home equity loan portfolio.
                These loans receive monthly interest based on a constant margin
                (normally zero percent) over a base rate of prime which varies
                as prime varies. The portfolio balance related to this hedge was
                approximately $60 million at December 31, 2005. The balances of
                these loans fluctuate but are always significantly in excess of
                $5 million. The related lines of credit are long- term
                commitments, generally with commitment maturities exceeding five
                years.

        o       The related derivative instrument used to hedge the variability
                of cash flows on the home equity loans was an interest rate swap
                agreement with a notional amount of $5 million. Under the swap
                agreement, the Company pays monthly a variable rate of prime and
                receives monthly a fixed interest rate of 7.64%. This swap
                agreement matures on May 7, 2007. The fair value of the swap
                agreement at inception was zero.

        o       The quantitative measures used to assess effectiveness at
                inception included the matched (prime-based) terms of the
                variable interest rates on the loans and on the swap agreement
                derivative, the balances of the loans being in excess of the
                notional amount of the swap agreement, the revolving maturity
                dates of the loans providing sufficient loan balances over the
                term of the swap agreement, and the matched monthly payment
                dates of the loans and the swap agreement. The only relevant
                measure that changes over time is the balance of the home equity
                loan portfolio, which is monitored on an ongoing basis to ensure
                the notional amount of the swap agreement exceeds the hedged
                loan balances.
<PAGE> 3
Mr. Donald Walker
January 12, 2007
Page 3

        o       The quantitative measure used to measure ineffectiveness is a
                comparison of the hedged loan balances with the notional amount
                of the swap agreement. If ineffectiveness is apparent, it is
                measured by a present value analysis of the monthly timing
                difference between loan interest payment cash flows and
                derivative cash flows. No ineffectiveness has been recorded to
                date.

       The second type of hedging relationship includes two interest rate swap
agreements which are designated as fair value hedges in accordance with
Paragraphs 20 and 21 of SFAS 133:

        o         The hedged items consist of two pools of the Company's fixed-
                  rate, brokered certificates of deposit portfolio. At inception
                  of the hedges, each pool had a balance of $10 million. One of
                  the $10 million pools matures on October 24, 2013, and the
                  other matures on April 15, 2014. The fixed interest rates of
                  these certificates step up over time according to a
                  contractual schedule, and were 4.50% and 4.25%, respectively,
                  at December 31, 2005. Interest is paid semi-annually. Due to
                  death redemptions, the December 31, 2005 total balance of
                  these two pools was approximately $19.250 million. Death
                  redemptions are the only early withdrawal events recorded on
                  the certificates.

        o         The related derivative instruments used to hedge the
                  variability in fair value of the fixed-rate certificates are
                  two interest rate swap agreements, each in the amount of $10
                  million, under which the Company receives semi-annually a
                  fixed rate of interest (4.5% and 4.25%, respectively, at
                  December 31, 2005) and pays a variable rate of interest based
                  on LIBOR, with no floor or ceiling. The frequency of the of
                  interest payments on each swap agreement matches the frequency
                  of interest payments on the respective hedged certificates.
                  The receive rate steps up according to the same contractual
                  schedule as the hedged certificate pools. The maturities of
                  the swap agreements match the maturities of the certificates.
                  The fair values of the swap agreements at inception were zero.

        o         The quantitative measures used to assess effectiveness at
                  inception included the matched balances of the certificates
                  and the notional amounts of the related swap agreements, the
                  matched terms of the stepped interest rates on the
                  certificates and on the swap agreements the matched maturity
                  dates of the certificates and swap agreements, and the matched
                  payment dates of the certificates and swap agreements. The
                  only relevant measure that may change over time, and therefore
                  impact hedge effectiveness, is the balance of the certificates
                  within the pools, which may decrease due to death redemptions.
                  These balances are monitored on an ongoing basis. At
                  inception, the certificates were determined to be perfectly
                  hedged.

        o         The quantitative measure used to measure effectiveness is a
                  comparison of the certificate balances and the notional
                  amounts of the related swap agreements. Because the pools have
                  declined due to death redemptions, there is a small but

<PAGE> 4
Mr. Donald Walker
January 12, 2007
Page 4

                  increasing difference between the certificate balances and the
                  notional amounts of the related swap agreements. At December
                  31, 2005, this aggregate difference was approximately
                  $750,000. This produced a hedge ineffectiveness of
                  approximately 3.75%. The total fair market value loss on the
                  swap agreements at December 31, 2005 was approximately
                  $699,000, and the portion attributable to the above
                  ineffectiveness was approximately $26,000. This amount was
                  deemed to be immaterial and was not recorded to the income
                  statement.

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

         Please tell us the nature of the hedging relationships for which you
apply the short-cut method or matched terms approach for assuming no
ineffectiveness. Tell us how you determine that the hedging relationship meets
each of the conditions in paragraph 68 or 65 of SFAS 133.

RESPONSE TO COMMENT NO. 2:
--------------------------

         The Company does not apply the short-cut method for any of its hedging
relationships.

OCTOBER 24, 2006 FORM 8-K:
--------------------------

EXHIBITS 99.1 - PRESS RELEASE DATED OCTOBER 24, 2006
----------------------------------------------------

COMMENT NO. 3:
--------------

         We note your statement on page 6 that adjusting for the delay in the
second quarter FHLBB dividend third quarter core earnings per diluted shares
increased to $.51 and third quarter GAAP results were a loss of $.25 per diluted
share. Based on your statement that the catch-up dividend totaled $.03 per
diluted share after tax, it appears that earnings adjusted for the delay in the
second quarter FHLBB dividend does not clearly reconcile to the related GAAP net
income per share disclosed or the core income per diluted share that is
reconciled to GAAP net income per share on page 3. In future Forms 8-K please
address the following with respect to each non-GAAP financial measure disclosed:

        o   ensure that it is accompanied by a presentation of the most directly
            comparable GAAP financial measure;
        o   provide a clear quantitative reconciliation to the most directly
            comparable GAAP financial measure; and
        o   as non-GAAP per share measures do not depict amounts that accrue
            directly to shareholders' benefit, ensure that this is clear to the
            reader.

         Please provide us with an example of your proposed future disclosure.
Refer to Item 100 of Regulation G.

<PAGE> 5
Mr. Donald Walker
January 12, 2007
Page 5

         RESPONSE TO COMMENT NO. 3:
         --------------------------

         We note that there was a statement on page 9 regarding the company's
use of non-GAAP measures as supplements to the GAAP measures. An example of our
proposed future disclosure regarding the quarterly core earnings is as follows:

         The Company reported core net income per diluted share of $0.54 in the
most recent quarter, compared to $0.47 in the linked quarter. Third quarter GAAP
results were a loss of $.25 per diluted share, compared to net income of $.51
per share in the linked quarter. A reconciliation of core net income and GAAP
net income is presented in an exhibit to the financial statements. Income in the
most recent quarter included a catch-up dividend from the FHLBB totaling $420
thousand ($0.03 per diluted share after-tax) which made up for the interruption
in the dividend in the prior quarter. Normalizing for the delay in the second
quarter FHLBB dividend (as if it had been received in the second quarter rather
than in the third quarter), normalized third quarter core earnings per diluted
share would have increased at an 8% annualized rate to $.51, compared to $.50 in
the second quarter. The Company has not adjusted its GAAP net income or its core
net income for the delay in the FHLBB dividend.

         Additionally, we propose to amend the discussion of non-GAAP financial
measures at the bottom of page 9, to add an additional sentence at the end of
the paragraph as follows:

         This press release contains certain non-GAAP financial measures in
addition to results presented in accordance with Generally Accepted Accounting
Principles ("GAAP"). The Company's management uses certain non-GAAP measures for
operational and investment decisions and believes that these measures are among
several useful measures for understanding its operating results, performance
trends, and financial condition. These measures should not be construed as a
substitute for GAAP measures; they should be read and used in conjunction with
the Company's GAAP financial information. A reconciliation of non-GAAP financial
measures to GAAP measures is included in the accompanying financial tables and
elsewhere in this release. In all cases, it should be understood that non-GAAP
per share measures do not depict amounts that accrue directly to the benefit of
shareholders.

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
-------

COMMENT NO. 4:
--------------

         We note disclosure on page 22 that you re-evaluated your loan loss
methodology related to pools of nonperforming loans. So that we can better
understand your current methodology, please tell us how your analysis of the
probable rate of loan losses over the expected average life

<PAGE> 6
Mr. Donald Walker
January 12, 2007
Page 6

of each loan pool helped you derive the loss factors which would result in your
estimate of losses incurred as of the period-end. Your response should bridge
the gap between deriving the average annual expected loss rate and the portfolio
estimated loss factor. Please tell us to what degree regulators were involved in
your decision to increase your allowance.

RESPONSE TO COMMENT NO. 4:
--------------------------

         The Company's decision to increase its loan loss allowance was based on
the Company's analysis of the loan losses inherent in the portfolio as of the
financial statement date. Regulators had no involvement in the Company's
decision to increase its loan loss allowance.

         The estimated loss factor for each pool of loans was based on the
product of the average annual expected loss rate and the estimated average life
of the related loan pool. The reserve on commercial real estate loans was set at
1.60% of outstanding loans based on an estimate of annual losses approximating
0.46% of average loans and an estimated average portfolio life of approximately
3.5 years. The re

Mail Stop 4561

December 28, 2006

Mr. Michael P. Daly
President and Chief Executive 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, 2005
Forms 10-Q for the Quarterly Periods Ended March 31, 2006, June
30, 2006 and September 30, 2006
  File No. 0-58514

Dear Mr. Daly:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your future disclosure in response to these comments.  If you disagree, 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.  After reviewing this information, we may 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or 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 the Fiscal Year Ended December 31, 2005:

Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Accounting for Derivatives, page 44

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
12/28/2006 Page 2
1. For each type of hedging relationship outstanding during the periods presented, please tell us how you determined that they met the criteria for hedge accounting pursuant to paragraphs 20, 21, 28 and 29 of SFAS 133, as applicable.  In your response, please specifically address the following for each type of hedging relationship:

• the nature and specific terms of the hedged item or transaction;
• the nature and specific terms of the derivative instrument;
• the specific documented risk being hedged;
• the quantitative measures you use to assess effectiveness at inception and on an ongoing basis; and
• the quantitative measures you use to measure ineffectiveness.

2. Please tell us the nature of the hedging relationships for which you apply the short-cut method or matched terms approach for assuming no ineffectiveness.  Tell us how you determine that the hedging relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

October 24, 2006 Form 8-K:

Exhibit 99.1 – Press Release Dated October 24, 2006

3. We note your statement on page 6 that adjusting for the delay in the second quarter FHLBB dividend third quarter core earnings per diluted share increased to $.51 and third quarter GAAP results were a loss of $.25 per diluted share.  Based on your statement that the catch-up dividend totaled $.03 per diluted share after-tax, it appears that earnings adjusted for the delay in the second quarter FHLBB dividend does not clearly reconcile to the related GAAP net income per share disclosed or the core income per diluted share that is reconciled to GAAP net income per share on page 3.  In future Forms 8-K please address the following with respect to each non-GAAP financial measure disclosed:

• ensure that it is accompanied by a presentation of the most directly comparable GAAP financial measure;
• provide a clear quantitative reconciliation to the most directly comparable GAAP financial measure; and
• as non-GAAP per share measures do not depict amounts that accrue directly to shareholders' benefit, ensure that this is clear to the reader.
Please provide us with an example of your proposed future disclosure.  Refer to Item 100 of Regulation G.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
12/28/2006 Page 3
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

4. We note your disclosure on page 22 that you re-evaluated your loan loss methodology related to pools of performing loans.  So that we can better understand your current methodology, please tell us how your analysis of 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.  Your response should bridge the gap between deriving the average annual expected loss rate and the portfolio estimated loss factor.  Please tell us to what degree regulators were involved in your decision to increase your allowance.

* * * *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comment.

  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 comment, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• 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.

Mr. Michael P. Daly
Berkshire Hills Bancorp, Inc.
12/28/2006 Page 4
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3490 if you have any questions.

Sincerely,

Donald Walker
Senior Assistant Chief Accountant