1


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

                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) July 26, 2006
                                                          -------------


                          BERKSHIRE HILLS BANCORP, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                      0-51584                   04-3510455
      --------                      ---------                 ----------
(State or other jurisdiction of    (Commission               (IRS Employer
      incorporation)               File Number)              Identification No.)

      24 North Street, Pittsfield, Massachusetts             01201
      ------------------------------------------             ------
      (Address of principal executive offices)               (Zip Code)

      Registrant's telephone number, including area code: (413) 443-5601
                                                          --------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




 2



ITEM 7.01   REGULATION FD DISCLOSURE.

      On July 26, 2006, Michael P. Daly, President and Chief Executive Officer
of Berkshire Hills Bancorp, Inc. (the "Company"), the holding company for
Berkshire Bank, provided earnings guidance on a post-earnings conference call.
Specifically, Mr. Daly announced that the Company expects the Company's core
earnings (which are earnings computed in accordance with generally accepted
accounting principles as adjusted for any gain on the sale of securities and
certain non-recurring items) to be between $0.50 and $0.55 per share on a
diluted basis for each of the third and fourth quarters in the 2006 fiscal year.

      Statements contained in this report contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the beliefs and expectations of management, as
well as the assumptions made using information currently available to
management. Since these statements reflect the views of management concerning
future events, these statements involve risks, uncertainties and assumptions.
These risks and uncertainties include, among others: changes in market interest
rates and general and regional economic conditions; changes in government
regulations; changes in accounting principles; and the quality or composition of
the loan and investment portfolios and other factors that may be described in
the Company's quarterly reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30 and in its annual report on Form 10-K, each filed with
the Securities and Exchange Commission, which are available at the Securities
and Exchange Commission's internet website (www.sec.gov) and to which reference
is hereby made. Therefore, actual future results may differ significantly from
results discussed in these forward-looking statements.




 3


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         BERKSHIRE HILLS BANCORP, INC.


Dated: July 26, 2006                     By: /s/ Wayne F. Patenaude
                                             -----------------------------------
                                             Wayne F. Patenaude
                                             Senior Vice President and Chief
                                               Financial Officer