[BERKSHIRE HILLS BANCORP, INC. LETTERHED]




                                   May 7, 2009


VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:    Berkshire Hills Bancorp, Inc.
       Request for Withdrawal of Post-Effective Amendment No. 1 to
       Registration Statement No. 333-137246 filed on January 21, 2009 and
       Request for Withdrawal of Prospectus Supplement to Prospectus dated
       September 12, 2006 Filed on January 21, 2009 Pursuant to Rule 424(b)(3)

Ladies and Gentlemen:

Pursuant to Rule 477  promulgated  under the Securities Act of 1933, as amended,
Berkshire Hills Bancorp, Inc. (the "Company") hereby requests withdrawal of: (i)
the  Post-Effective   Amendment  No.  1  (the  "Post-Effective   Amendment")  to
Registration  Statement No.  333-137246  filed with the  Securities and Exchange
Commission  (the "SEC") on January 21, 2009; and (ii) the Prospectus  Supplement
filed  with  the SEC  pursuant  to Rule  424(b)(3)  on  January  21,  2009  (the
"Prospectus  Supplement"),  to the Prospectus  dated  September 12, 2006 that is
part of Registration Statement No. 333-137246.

The Company requests these  withdrawals  because it believes that the securities
included in the Post-Effective  Amendment and the Prospectus Supplement would be
more  appropriately  registered in a new Registration  Statement on Form S-3. No
securities were offered or sold pursuant to the Post-Effective  Amendment or the
Prospectus Supplement.

The Post-Effective  Amendment was intended to amend  Registration  Statement No.
333-137246  that the Company filed with the SEC  utilizing a shelf  registration
process and that was declared  effective on September 25, 2006.  The  Prospectus
Supplement was intended to supplement the Prospectus  originally  filed with the
SEC on September 12, 2006 that is part of Registration Statement No. 333-137246.
Please note that we are filing this  application to withdraw the  Post-Effective
Amendment and the Prospectus Supplement only. We are not applying for withdrawal
of the Prospectus dated September 12, 2006 or the entire Registration Statement.

The Company  respectfully  requests  that the  Post-Effective  Amendment and the
Prospectus  Supplement be withdrawn as soon as  practicable.  Your assistance in
this matter is greatly  appreciated.  If you have any questions  regarding  this




application for withdrawal, please contact our counsel: Marc P. Levy, Esq., Luse
Gorman  Pomerenk  & Schick,  P.C.,  5335  Wisconsin  Avenue,  N.W.,  Suite  400,
Washington, D.C. 20015, (202) 274-2009.

                                  Very truly yours,

                                  Berkshire Hills Bancorp, Inc.

                                  By: /s/ Michael P. Daly
                                     ------------------------------
                                     Michael P. Daly
                                     President and Chief Executive Officer