<SUBMISSION>
<ACCESSION-NUMBER>0000909654-06-002147
<TYPE>8-K/A
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<ITEMS>5.02
<ITEMS>9.01
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<CONFORMED-NAME>BERKSHIRE HILLS BANCORP INC
<CIK>0001108134
<ASSIGNED-SIC>6036
<IRS-NUMBER>043510455
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>061133645
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<STREET1>24 NORTH ST.
<CITY>PITTSFIELD
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<FILENAME>berkshire8koct6-06.txt
<TEXT>
<PAGE>



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

                                   FORM 8-K/A
                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported) October 4, 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))



<PAGE>


                                EXPLANATORY NOTE

THIS FORM 8-K/A IS BEING FILED TO CORRECT THE REPORTED EFFECTIVE DATE OF THE
RETIREMENT OF TWO DIRECTORS AND THE ELECTION OF ONE DIRECTOR AS DESCRIBED UNDER
ITEM 5.02 OF THE COMPANY'S FORM 8-K FILED ON OCTOBER 5, 2006.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            --------------------------------------------------------------------
            APPOINTMENT OF PRINCIPAL OFFICERS.
            ---------------------------------

        On October 4, 2006, the Board of Directors of Berkshire Hills Bancorp,
Inc. (the "Company"), the holding company for Berkshire Bank (the "Bank"),
announced the appointment of David E. Phelps as a member of the Boards of
Directors of both the Company and the Bank effective October 4, 2006. Mr. Phelps
has been appointed to the Audit Committee of both the Company and Bank.

        Also on October 4, 2006, the Company announced the retirement of Robert
A. Wells and Ann H. Trabulsi from the Boards of Directors of the Company and the
Bank, effective October 4, 2006.

        A copy of the press release announcing the director appointment and
retirements is included as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------

       (a)  Financial Statements of Businesses Acquired: Not applicable

       (b)  Pro Forma Financial Information: Not applicable

       (c)  Shell Company Transactions: Not applicable

       (d)  Exhibits

            Number        Description
            ------        -----------

            99.1          Press Release Dated October 4, 2006



                                       2


<PAGE>


                                   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:  October 6, 2006            By: /s/ Wayne F. Patenaude
                                       -----------------------------------------
                                       Wayne F. Patenaude
                                       Senior Vice President and Chief Financial
                                       Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>berkshire8koct606ex99.txt
<TEXT>
<PAGE>

FOR IMMEDIATE RELEASE


            DAVID E. PHELPS NAMED DIRECTOR OF BERKSHIRE HILLS BANCORP
                         AND BERKSHIRE BANK AS DIRECTORS
                   ROBERT A. WELLS AND ANN H. TRABULSI RETIRE

PITTSFIELD, MA October 4, 2006 - Berkshire Hills Bancorp, Inc. (the "Company")
(NASDAQ: BHLB), the holding company for Berkshire Bank (the "Bank"), announced
that David E. Phelps, President and Chief Executive Officer of Berkshire Health
Systems, has been appointed to the boards of directors of the Company and the
Bank and that Robert A. Wells and Ann H. Trabulsi have retired as members of
both boards of directors.

Mr. Phelps is President and Chief Executive Officer of Berkshire Health Systems,
whose major affiliates are Berkshire Medical Center, Fairview Hospital and
Berkshire Health Care Systems, an operator of nursing and rehabilitative care
facilities throughout Berkshire County and other areas of Massachusetts, Ohio
and Pennsylvania. Mr. Phelps received his M.B.A. from Rensselaer Polytechnic
Institute and his undergraduate degree from St. Mary's College. He resides in
Dalton, Massachusetts.

Michael P. Daly, President and Chief Executive Officer of the Company and the
Bank said, "We will miss the counsel and advice that Bob and Ann brought to our
Company. Bob is our former Chairman and CEO and has been associated with
Berkshire Bank and its predecessor, Berkshire County Savings Bank, since 1965.
He and Ann have been valued directors for thirty years. I am pleased that they
will continue to contribute their talents to our Company by serving on our
Advisory Board."

Mr. Daly continued, "I am also very pleased to welcome David Phelps as our
newest director. He heads one of the major business organizations in Western
Massachusetts, and his experience and leadership will benefit our Company."

Mr. Phelps responded, "I am looking forward to serving as a director of
Berkshire Hills Bancorp and Berkshire Bank and working with Mike and the other
directors led by non-executive Chairman Larry Bossidy. Berkshire Bank is the
leading financial institution in the Berkshires and has become a major player in
the Pioneer Valley of Western Massachusetts and the Albany, New York region."

BACKGROUND

Berkshire Hills Bancorp, Inc. is the holding company for Berkshire Bank.
Established in 1846, Berkshire Bank is one of Massachusetts' oldest and largest
independent banks and the largest banking institution based in Western
Massachusetts. The Bank is headquartered in Pittsfield, Massachusetts with
branches serving communities throughout

<PAGE>


Western Massachusetts and Northeastern New York. The Bank is transitioning into
a regional bank and is positioning itself as the financial institution of choice
in its retail and commercial markets, delivering exceptional customer service
and a broad array of competitively priced deposit, loan, insurance, wealth
management and trust services, and investment products.

Statements contained in this news release 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, 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 Web site (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.


Contact:

Berkshire Hills Bancorp, Inc.
Michael P. Daly, 413-236-3194

</TEXT>
</DOCUMENT>
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