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                                  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) January 26, 2005
                                                         ----------------


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

      Delaware                      1-15781                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:

[X]  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))




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ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
            ---------------------------------------------

      On January 26, 2005,  Berkshire  Hills Bancorp,  Inc., the holding company
for Berkshire  Bank,  announced:  (1) its financial  results for the quarter and
year ended  December 31, 2004; (2) the  declaration  of a quarterly  dividend of
$0.12 per share;  and (3) that its 2005 annual meeting of  stockholders  will be
held on May 5, 2005. The press release  containing these  announcements is filed
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)   Exhibits

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

            99.1              Press Release Dated January 26, 2005




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                                   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: January 26, 2005                By: /s/ Wayne F. Patenaude
                                           -------------------------------------
                                           Wayne F. Patenaude
                                           Senior Vice President and
                                               Chief Financial Officer