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): November 7, 2008
                                ----------------

                          BERKSHIRE HILLS BANCORP, INC.
                          -----------------------------
             (Exact Name of Registrant as Specified in its Charter)

    Delaware                           0-51584                  04-3510455
-----------------------------      ------------------         ----------------
(State or Other Jurisdiction)        (Commission File No.)     (I.R.S. Employer
      of Incorporation)                                      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 (see General Instruction A.2. below):

[  ] 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))






Item 8.01  Other Events
           ------------

     On November 7, 2008, the underwriters fully exercised their  over-allotment
option  granted  during the Company's sale of 1.5 million shares of common stock
completed on October 14, 2008. The Company issued 225,000 shares pursuant to the
exercise of the over-allotment  option, at a price of $24 per share. The Company
received net proceeds of  approximately  $5.1 million,  net of a 6% underwriting
discount.








                                   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.



Date:  November 7, 2008               By: /s/ Kevin P. Riley
                                          ------------------------------------
                                          Kevin P. Riley,
                                          Executive Vice President and Chief
                                          Financial Officer