<SUBMISSION>
<ACCESSION-NUMBER>0000909654-07-002276
<TYPE>8-K
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<CONFORMED-NAME>BERKSHIRE HILLS BANCORP INC
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<FISCAL-YEAR-END>1231
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<TEXT>
<PAGE> 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): September 21, 2007

                          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> 2

ITEM 2.01.    COMPLETION OF ACQUISITION OF ASSETS.
              -----------------------------------

         Berkshire Hills Bancorp, Inc. ("Berkshire Hills Bancorp") completed its
acquisition of Factory Point Bancorp, Inc. ("Factory Point Bancorp") effective
September 21, 2007. The merger was consummated pursuant to the Agreement and
Plan of Merger, dated as of May 14, 2007, ("Merger Agreement") by and between
Berkshire Hills Bancorp and Factory Point Bancorp. In accordance with the Merger
Agreement, Factory Point Bancorp merged with and into Berkshire Hills Bancorp.
Following that merger, Factory Point Bancorp's primary subsidiary, The Factory
Point National Bank of Manchester Center ("Factory Point National") was merged
with and into Berkshire Bank, Berkshire Hills Bancorp's primary subsidiary.

         The final consideration paid in the transaction to stockholders of
Factory Point Bancorp consisted of approximately 1.91 million shares of
Berkshire Hills Bancorp common stock and $16.0 million.

         For further information, reference is made to the press release dated
September 21, 2007, which is included as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
              ------------------------------------------------------------------
              APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF
              -------------------------------------------------------------
              CERTAIN OFFICERS
              ----------------

         In connection with the merger of Factory Point Bancorp with and into
Berkshire Hills Bancorp completed on September 21, 2007, Susan M. Hill was
appointed as a director of Berkshire Hills Bancorp and Berkshire Bank. Ms. Hill
formerly served as a director of Factory Point Bancorp and Factory Point
National. Ms. Hill has not been appointed to any committees of the board of
directors at this time.

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

a.       Financial statements of businesses acquired.

         Berkshire Hills Bancorp will provide the financial statements of
Factory Point Bancorp required by paragraph (a) of Item 9.01 of Form 8-K on a
Form 8-K/A within 71 days of the date that this initial report on Form 8-K is
required to be filed with the Securities and Exchange Commission.

b.       Pro forma financial information.

         Berkshire Hills Bancorp will provide the pro forma information required
by paragraph (b) of Item 9.01 of Form 8-K on a Form 8-K/A within 71 days of the
date that this initial report on Form 8-K is required to be filed with the
Securities and Exchange Commission.

c.       Shell company transactions.

         Not applicable.

d.       Exhibits.

         Exhibit Number                Description
         -------------
         2.1                   Agreement and Plan of Merger, dated May 14, 2007,
                               by and between Berkshire Hills Bancorp, Inc. and
                               Factory Point Bancorp, Inc.  (Incorporated by
                               reference to the Current Report on Form 8-K filed
                               on May 15, 2007)

         99.1                  Press release dated September 21, 2007.



<PAGE> 3


                                    SIGNATURE

         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 thereunto duly authorized.

                                        Berkshire Hills Bancorp, Inc.



Date: September 24, 2007                By:/s/ Michael P. Daly
                                           -------------------------------------
                                           Michael P. Daly
                                           President and Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>berkshireexb991sept26.txt
<TEXT>
<PAGE> 1

                BERKSHIRE HILLS BANCORP COMPLETES ACQUISITION OF
                              FACTORY POINT BANCORP

     ADDS SOUTHERN VERMONT TO EXISTING MASSACHUSETTS AND NEW YORK OPERATIONS

Pittsfield, Massachusetts, September 21, 2007 - Berkshire Hills Bancorp, Inc.
(NASDAQ:BHLB) completed its acquisition of Factory Point Bancorp, Inc.,
effective September 21. The Factory Point National Bank of Manchester Center has
been merged into Berkshire Bank - AMERICA'S MOST EXCITING BANKSM. The 7 banking
offices of Factory Point in Southern Vermont are now joined with the 41 banking
and insurance offices of Berkshire Hills located in Massachusetts and New York.
Berkshire Hills now has approximately $2.5 billion in total assets and a common
stock market capitalization exceeding $340 million.

Michael P. Daly, President and Chief Executive Officer of Berkshire Hills and
Berkshire Bank, stated "It is my pleasure to welcome Factory Point Bank
customers, employees and stockholders to Berkshire Hills and Berkshire Bank. We
are excited to be a part of the many wonderful communities in the Southern
Vermont market. During the past five months, many of us at Berkshire Bank have
worked closely with, and have come to know and respect, the great team of
employees at Factory Point. The same branch managers and other personnel whom
customers have come to know and trust will remain serving our customers in
Southern Vermont. I am confident our customers will continue to receive the very
highest level of attention and service that distinguishes Berkshire Bank from
the competition."

Sandler O'Neill & Partners, L.P. served as the financial advisor for Berkshire
Hills, and McConnell, Budd & Romano, Inc. advised Factory Point. Muldoon Murphy
& Aguggia LLP served as outside legal counsel to Berkshire Hills, while Rhoads &
Sinon LLP served as outside legal counsel to Factory Point.

Factory Point Director, Susan M. Hill, has been named a director of Berkshire
Hills and Berkshire Bank, effective September 21, 2007.

Pursuant to the terms of the Agreement and Plan of Merger, Berkshire Hills
Bancorp will issue approximately 1.9 million shares and pay approximately $16.0
million for all of the outstanding shares of Factory Point Bancorp common stock.
As a result of the elections of the Factory Point shareholders and in accordance
with the allocation and proration mechanisms of the merger agreement, the merger
consideration has been allocated as follows:

        o         Those Factory Point stockholders that elected to receive
                  Berkshire Hills Bancorp common stock in exchange for their
                  shares of Factory Point Bancorp will receive 0.5844 shares of
                  Berkshire Hills Bancorp common stock for each of their shares
                  of Factory Point Bancorp.

        o         Those Factory Point stockholders that elected to receive cash
                  in exchange for their shares of Factory Point Bancorp will
                  receive approximately $7.70

                                     Page 1
<PAGE>
                  in cash and 0.3538 shares of Berkshire Hills Bancorp common
                  stock for each of their shares of Factory Point Bancorp.

        o         Those Factory Point stockholders that did not select an
                  election preference or submit a properly completed election
                  form within the required timeframe will receive 0.5844 shares
                  of Berkshire Hills Bancorp common stock for each of their
                  shares of Factory Point Bancorp.

Berkshire Hills Bancorp, Inc. is the holding company for Berkshire Bank -
America's Most Exciting BankSM. 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 Western
Massachusetts, Northeastern New York and Southern Vermont. The Bank is
transitioning into a regional bank, delivering exceptional customer service and
a broad array of competitively priced deposit, loan, insurance, wealth
management and trust services and investment products. For more information on
Berkshire Hills Bancorp, Inc. or Berkshire Bank, visit www.berkshirebank.com or
                                                       ---------------------
call 800-773-5601.

                                       ###

Contact:

Michael P. Daly, 413-236-3194
President and Chief Executive Officer


                                     Page 2
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</DOCUMENT>
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