As filed with the Securities and Exchange Commission on June 26, 2007.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Berkshire Hills Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the conditions to the consummation of the merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

(1)                                  Represents the estimated maximum number of shares of common stock issuable by Berkshire Hills Bancorp, Inc. upon the consummation of the merger with Factory Point Bancorp, Inc. and computed based on the estimated maximum number of shares that may be exchanged for the securities being registered. Pursuant to Rule 416, this Registration Statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions.

(2)                                  Pursuant to Rule 457(f) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on the average of the high and low prices of Factory Point Bancorp, Inc. common stock on June 22, 2007 ($18.80) and the estimated maximum number of shares of Factory Point Bancorp, Inc. common stock to be received by Berkshire Hills Bancorp, Inc. in the merger, which was reduced by the amount of cash expected to be paid by Berkshire Hills Bancorp, Inc. in the merger.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

BERKSHIRE HILLS BANCORP LOGO            FACTORY POINT BANCORP LOGO

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

The boards of directors of Berkshire Hills Bancorp, Inc. and Factory Point Bancorp, Inc. have agreed to a merger of our companies.  If the merger is completed, each share of Factory Point Bancorp common stock will be converted into the right to elect to receive either 0.5844 shares of Berkshire Hills Bancorp common stock or $19.50, subject to proration so that 80% of the outstanding Factory Point Bancorp shares are converted into Berkshire Hills common stock and the balance is converted into the cash consideration.  Berkshire Hills Bancorp’s shareholders will continue to own their existing shares.  After completion of the merger, we expect that current Berkshire Hills Bancorp shareholders will own approximately 82% of the combined company and Factory Point Bancorp shareholders will own approximately 18% of the combined company.  Berkshire Hills Bancorp common stock is listed on the Nasdaq Global Select Market under the symbol “BHLB.”  On ________________, 2007, the closing price of Berkshire Hills Bancorp common stock was $_______.  Berkshire Hills Bancorp is offering approximately 1,919,527 shares of its common stock to Factory Point Bancorp shareholders (2,061,513 shares assuming all 303,701 outstanding stock options of Factory Point Bancorp as of May 31, 2007 are exercised before the closing of the merger).

We expect the merger to generally be tax-free to holders of Factory Point Bancorp common stock for federal income tax purposes except to the extent that they receive cash, including the cash consideration in the merger and any cash received instead of fractional shares of Berkshire Hills Bancorp common stock.

We cannot complete the merger unless we obtain the necessary government approvals and unless the shareholders of both companies approve the merger agreement.  Each of us is asking our shareholders to consider and vote on this merger proposal at our respective meetings of shareholders.  Whether or not you plan to attend your company’s meeting, please take the time to vote by completing and mailing the enclosed proxy card to the appropriate company.  If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the merger and the transactions contemplated by the merger agreement.  If you do not return your proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the merger agreement.

The places, dates and times of the shareholders meetings are as follows:

This document contains a more complete description of the shareholders meetings and the terms of the merger.  We urge you to review this entire document carefully.  You may also obtain information about Berkshire Hills Bancorp from documents it has filed with the Securities and Exchange Commission.  We enthusiastically support the merger and recommend that you vote in favor of the merger agreement.

Joint Proxy Statement/Prospectus dated ______________, 2007
and first mailed to shareholders on or about ______________, 2007

This document incorporates important business and financial information about Berkshire Hills Bancorp from documents filed with the Securities and Exchange Commission that have not been included in or delivered with this document. You may read and copy these documents at the Securities and Exchange Commission’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at the Internet site the SEC maintains at http://www.sec.gov.  See “Where You Can Find More Information” on page ____.

You also may request copies of these documents from Berkshire Hills Bancorp.  Berkshire Hills Bancorp will provide you with copies of these documents, without charge, upon written or oral request to:

Berkshire Hills Bancorp

24 North Street

Pittsfield, Massachusetts  01201

Attention: Ann-Marie Racine

Telephone: (413) 236-3239

If you are a Berkshire Hills Bancorp shareholder and would like to request documents from Berkshire Hills Bancorp, please do so by ________________, 2007 to receive them before the Berkshire Hills Bancorp special meeting. If you are a Factory Point Bancorp shareholder and would like to request documents from Berkshire Hills Bancorp, please do so by ________________, 2007 to receive them before the Factory Point Bancorp special meeting.

BERKSHIRE HILLS BANCORP, INC.

24 North Street

Pittsfield, Massachusetts 01201

Notice of Special Meeting of Shareholders
to be held __________________, 2007

A special meeting of shareholders of Berkshire Hills Bancorp, Inc. will be held at __:___ __m., local time, on ______________, 2007 at The Crown Plaza Hotel, One West Street, Pittsfield, Massachusetts.  Any adjournments or postponements of the special meeting will be held at the same location.

At the special meeting, you will be asked to:

1.                                       Consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of May 14, 2007, by and between Berkshire Hills Bancorp, Inc. and Factory Point Bancorp, Inc.  A copy of the merger agreement is included as Annex A to the accompanying joint proxy statement/prospectus;

2.                                       Consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement; and

3.                                       Transact such other business as may be properly presented at the special meeting and any adjournments or postponements of the special meeting.

The enclosed joint proxy statement/prospectus describes the merger agreement and the proposed merger in detail.  We urge you to read these materials carefully.  The enclosed joint proxy statement/prospectus forms a part of this notice.

The board of directors of Berkshire Hills Bancorp unanimously recommends that Berkshire Hills Bancorp shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.

The board of directors of Berkshire Hills Bancorp has fixed the close of business on _____________, 2007 as the record date for determining the shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Your vote is very important.  Your proxy is being solicited by the Berkshire Hills Bancorp board of directors. The proposal to approve the merger agreement must be approved by the affirmative vote of holders of a majority of the outstanding shares of Berkshire Hills Bancorp common stock entitled to vote in order for the proposed merger to be consummated. Whether or not you plan to attend the special meeting in person, we urge you to complete and mail the enclosed proxy card, in the accompanying envelope, which requires no postage if mailed in the United States. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

By Order of the Board of Directors

Gerald A. Denmark
Secretary

Pittsfield, Massachusetts
_________________, 2007

FACTORY POINT BANCORP, INC.
4928 Main Street
Manchester Center, Vermont 05255

Notice of Special Meeting of Shareholders
to be held ______________, 2007

A special meeting of shareholders of Factory Point Bancorp, Inc. will be held at __:__ __.m., local time, on _________________, 2007 at The Equinox Hotel, 3567 Main Street, Manchester Village, Vermont.  Any adjournments or postponements of the special meeting will be held at the same location.

At the special meeting, you will be asked to:

1.                                       Consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of May 14, 2007, by and between Berkshire Hills Bancorp, Inc. and Factory Point Bancorp, Inc.  A copy of the merger agreement is included as Annex A to the accompanying joint proxy statement/prospectus;

2.                                       Consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement; and

3.                                       Transact such other business as may be properly presented at the special meeting and any adjournments or postponements of the special meeting.

The enclosed joint proxy statement/prospectus describes the merger agreement and the proposed merger in detail.  We urge you to read these materials carefully.  The enclosed joint proxy statement/prospectus forms a part of this notice.

The board of directors of Factory Point Bancorp unanimously recommends that Factory Point Bancorp shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.

The board of directors of Factory Point Bancorp has fixed the close of business on _____________, 2007 as the record date for determining the shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Your vote is very important.  Your proxy is being solicited by the Factory Point Bancorp board of directors. The proposal to approve the merger agreement must be approved by the affirmative vote of holders of a majority of the outstanding shares of Factory Point Bancorp common stock entitled to vote in order for the proposed merger to be consummated. Whether or not you plan to attend the special meeting in person, we urge you to complete and mail the enclosed proxy card, in the accompanying envelope, which requires no postage if mailed in the United States. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

Under Delaware law, if the merger is completed, Factory Point Bancorp shareholders of record who do not vote to approve the merger agreement and otherwise comply with the applicable provisions of Delaware law pertaining to dissenters’ rights will be entitled to exercise dissenters’ rights and obtain payment in cash of the fair value of their shares of Factory Point Bancorp common stock by following the procedures set forth in detail in the enclosed joint proxy statement/prospectus.  A copy of the section of the Delaware General Corporation Law pertaining to dissenters’ rights is included as Annex D to the accompanying joint proxy statement/prospectus.

By Order of the Board of Directors

Edgar T. Campbell
Secretary

Manchester Center, Vermont
_____________, 2007

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

Q:               What am I being asked to vote on? What is the proposed transaction?

A:               You are being asked to vote on the approval of a merger agreement that provides for the acquisition of Factory Point Bancorp by Berkshire Hills Bancorp.  A copy of the merger agreement is provided as Annex A to this document.  Each of the Factory Point Bancorp and Berkshire Hills Bancorp boards of directors has determined that the proposed merger is in the best interests of its respective shareholders, has unanimously approved the merger agreement and recommends that its respective shareholders vote “FOR” the approval of the merger agreement.

Q:               What will Factory Point shareholders be entitled to receive in the merger?

A:               Under the merger agreement, at the election of each Factory Point shareholder, each share of Factory Point Bancorp common stock will be exchanged for either 0.5844 shares of Berkshire Hills Bancorp common stock or $19.50 in cash.  Each Factory Point shareholder may elect either of these options or each Factory Point shareholder may elect to exchange some of his or her Factory Point Bancorp shares for cash and some of his or her Factory Point Bancorp shares for Berkshire Hills Bancorp shares.

Elections will be limited by, among other things, a requirement that 80% of the total number of outstanding shares of Factory Point Bancorp common stock be exchanged for Berkshire Hills Bancorp common stock.  Therefore, the form of consideration received will depend in part on the elections of other Factory Point Bancorp shareholders.

Berkshire Hills Bancorp will not issue fractional shares in the merger.  Instead, each Factory Point shareholder will receive a cash payment, without interest, for the value of any fraction of a share of Berkshire Hills Bancorp common stock that such shareholder would otherwise be entitled to receive.  See “Description of the Merger—Consideration to be Received in the Merger” on page ___ and “Description of Berkshire Hills Bancorp Capital Stock” on page ___.

Q:               What dividends will be paid after the merger?

A:               Berkshire Hills Bancorp currently pays a quarterly dividend of $0.14 per share.  Although Berkshire Hills Bancorp has paid quarterly dividends on its common stock without interruption since November 2000, there is no guarantee that Berkshire Hills Bancorp will continue to pay dividends on its common stock.  All dividends on Berkshire Hills Bancorp common stock are declared at the discretion of the Berkshire Hills Bancorp board of directors.

Q:               How does a Factory Point shareholder elect to receive cash, stock or a combination of both for his or her Factory Point Bancorp stock?

A:               For each Factory Point shareholder, a form for making an election should have been included with this joint proxy statement/prospectus.  For the election to be effective, the properly completed election form, along with the Factory Point Bancorp stock certificates or an appropriate guarantee of delivery, must be sent to and received by Registrar and Transfer Company, the exchange agent, on or before 5:00 p.m., Eastern time, on ______________, 2007.  The election form should not be sent together with your proxy card.  Instead, use the separate envelope specifically provided for the election form and your stock certificates.  If a timely election is not made, you will be allocated Berkshire Hills Bancorp common stock and/or cash depending on the elections made by other shareholders.

Q:               How does a Factory Point shareholder exchange his or her stock certificates?

A:               If an election is made, the Factory Point Bancorp stock certificates or an appropriate guarantee of delivery must be returned with the election form.  Shortly after the merger, Berkshire Hills Bancorp’s transfer agent will allocate cash and Berkshire Hills Bancorp common stock among Factory Point Bancorp shareholders, consistent with their elections and the allocation and proration procedures in the merger agreement.  If a

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Factory Point shareholder does not submit an election form, Berkshire Hills Bancorp’s transfer agent will send instructions on how and where to surrender the Factory Point Bancorp stock certificates after the merger is completed.  Please do not send Factory Point Bancorp stock certificates with the proxy card.

Q:               What are the tax consequences of the merger to Factory Point shareholders?

A:               The tax consequence of the merger to Factor Point shareholders will depend on whether only cash, only Berkshire Hills Bancorp common stock, or a combination of cash and Berkshire Hills Bancorp common stock was received in exchange for shares of Factory Point Bancorp common stock.  If shares were exchanged solely for Berkshire Hills Bancorp common stock, no gain or loss should be recognized except with respect to the cash received instead of any fractional share of Berkshire Hills Bancorp common stock.  If shares were exchanged solely for cash, gain or loss should be recognized on the exchange.  If shares were exchanged for a combination of Berkshire Hills Bancorp common stock and cash, capital gain should be recognized, but not any loss, on the exchange.  Because the allocations of cash and Berkshire Hills Bancorp common stock received will depend on the elections of other Factory Point Bancorp shareholders, the actual tax consequences of the merger will not be known until the allocations are completed.

Q:               Are Factory Point shareholders entitled to dissenters’ rights?

A:               Yes.  Delaware law provides dissenters’ rights in the merger to Factory Point shareholders.  This means that Factory Point shareholders are legally entitled to receive payment in cash of the fair value of their shares, excluding any appreciation in value that results from the merger.  To maintain your dissenters’ rights you must (1) deliver written notice of your intent to demand payment for your shares to Factory Point Bancorp before the special meeting of Factory Point Bancorp shareholders or at the special meeting but before the vote is taken and (2) not vote in favor of the merger.  This notice must be in addition to and separate from any abstention or any vote, in person or by proxy, cast against approval of the merger.  Neither voting against, abstaining from voting, or failing to vote on the adoption of the merger agreement will constitute notice of intent to demand payment or demand for payment of fair value under Delaware law.  Notices should be addressed to Factory Point Bancorp’s Secretary and sent to 4928 Main Street, Manchester Village, Vermont 05255.  Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your dissenters’ rights.  A copy of the section of the Delaware General Corporation Law pertaining to dissenters’ rights is provided as Annex D to this document.  See “Rights of Dissenting Shareholders” on page ___.

Q:               Why do Factory Point Bancorp and Berkshire Hills Bancorp want to merge?

A:               Factory Point Bancorp believes that the proposed merger will provide Factory Point Bancorp shareholders with substantial benefits, and Berkshire Hills Bancorp believes that the merger will further its strategic growth plans.  As a larger company, Berkshire Hills Bancorp can provide the capital and resources that Factory Point Bancorp needs to compete more effectively and to offer a broader array of products and services to better serve its banking customers. To review the reasons for the merger in more detail, see “Description of the Merger—Factory Point Bancorp’s Reasons for the Merger” on page ___ and “Description of the Merger—Berkshire Hills Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors” on page ___.

Q:               What vote is required to approve the merger agreement?

A:               Holders of a majority of the outstanding shares of both Factory Point Bancorp common stock entitled to vote and Berkshire Hills Bancorp common stock entitled to vote must vote in favor of the proposal to approve the merger agreement.

Q:               When and where is the Factory Point Bancorp special meeting?

A:               The special meeting of Factory Point Bancorp shareholders is scheduled to take place at The Equinox Hotel, 3567 Main Street, Manchester Village, Vermont at __:__ __.m., local time, on _______________, 2007.

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Q:                Who is entitled to vote at the Factory Point Bancorp special meeting?

A:                Holders of shares of Factory Point Bancorp common stock at the close of business on _______________, 2007, which is the record date, are entitled to vote on the proposal to adopt the merger agreement. As of the record date, ________ shares of Factory Point Bancorp common stock were outstanding and entitled to vote.

Q:               If I plan to attend the Factory Point Bancorp special meeting in person, should I still return my proxy?

A:               Yes. Whether or not you plan to attend the Factory Point Bancorp special meeting, you should complete and return the enclosed proxy card.  The failure of a Factory Point Bancorp shareholder to vote in person or by proxy will have the same effect as a vote “AGAINST” the merger agreement.

Q:               What do I need to do now to vote my shares of Factory Point Bancorp common stock?

A:               After you have carefully read and considered the information contained in this joint proxy statement/prospectus, please complete, sign, date and mail your proxy card in the enclosed return envelope as soon as possible. This will enable your shares to be represented at the special meeting. You may also vote in person at the special meeting.  If you do not return a properly executed proxy card and do not vote at the special meeting, this will have the same effect as a vote against the merger agreement. If you sign, date and send in your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of adoption of the merger agreement. You may change your vote or revoke your proxy before the special meeting by filing with the Secretary of Factory Point Bancorp a duly executed revocation of proxy, submitting a new proxy card with a later date, or voting in person at the special meeting.

Q:               If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?

A:               No.  Your broker will not be able to vote your shares of Factory Point Bancorp common stock on the proposal to adopt the merger agreement unless you provide instructions on how to vote.  Please instruct you broker how to vote your shares, following the directions that your broker provides.  If you do not provide instructions to your broker on the proposal to approve the merger agreement, your shares will not be voted, and this will have the effect of voting against the merger agreement.  Please check the voting form used by your broker to see if it offers telephone or Internet voting.

Q:               When and where is the Berkshire Hills Bancorp special meeting?

A:               The special meeting of Berkshire Hills Bancorp shareholders is scheduled to take place at The Crowne Plaza Hotel, One West Street, Pittsfield, Massachusetts at __:___ __.m., local time, on _______________, 2007.

Q:                Who is entitled to vote at the Berkshire Hills Bancorp special meeting?

A:                Holders of shares of Berkshire Hills Bancorp common stock at the close of business on _______________, 2007, which is the record date, are entitled to vote on the proposal to adopt the merger agreement. As of the record date, __________ shares of Berkshire Hills Bancorp common stock were outstanding and entitled to vote.

Q:               If I plan to attend the Berkshire Hills Bancorp special meeting in person, should I still return my proxy?

A:               Yes. Whether or not you plan to attend the Berkshire Hills Bancorp special meeting, you should complete and return the enclosed proxy card.  The failure of a Berkshire Hills Bancorp shareholder to vote in person or by proxy will have the same effect as a vote “AGAINST” the merger agreement.

Q:               What do I need to do now to vote my shares of Berkshire Hills Bancorp common stock?

A:               After you have carefully read and considered the information contained in this joint proxy statement/prospectus, please complete, sign, date and mail your proxy card in the enclosed return envelope as soon as possible. This will enable your shares to be represented at the special meeting. You may also vote

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in person at the special meeting. If you do not return a properly executed proxy card and do not vote at the special meeting, this will have the same effect as a vote against the merger agreement. If you sign, date and send in your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of adoption of the merger agreement. You may change your vote or revoke your proxy prior to the special meeting by filing with the Secretary of Berkshire Hills Bancorp a duly executed revocation of proxy, submitting a new proxy card with a later date, or voting in person at the special meeting.

Q:               If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?

A:               No.  Your broker will not be able to vote your shares of Berkshire Hills Bancorp common stock on the proposal to adopt the merger agreement unless you provide instructions on how to vote.  Please instruct you broker how to vote your shares, following the directions that your broker provides.  If you do not provide instructions to your broker on the proposal to approve the merger agreement, your shares will not be voted, and this will have the effect of voting against the merger agreement.  Please check the voting form used by your broker to see if it offers telephone or Internet voting.

Q:               When is the merger expected to be completed?

A:               We will try to complete the merger as soon as possible.  Before that happens, the merger agreement must be approved by both Factory Point Bancorp and Berkshire Hills Bancorp shareholders and we must obtain the necessary regulatory approvals. Assuming holders of at least a majority of the outstanding shares of Factory Point Bancorp common stock and Berkshire Hills Bancorp common stock vote in favor of the merger agreement and we obtain the other necessary approvals, we expect to complete the merger late in the third calendar quarter of 2007 or early in the fourth quarter.

Q:               Is completion of the merger subject to any conditions besides shareholder approval?

A:               Yes. The transaction must receive the required regulatory approvals, and there are other customary closing conditions that must be satisfied.  To review the conditions of the merger in more detail, see “Description of the Merger—Conditions to Completing the Merger” on page ___.

Q:               Who can answer my other questions?

A:               If you have more questions about the merger, or how to submit your proxy or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy form, both Berkshire Hills Bancorp and Factory Point Bancorp Shareholders should contact:

MacKenzie Partners, Inc.
105 Madison Avenue
14th Floor
New York, New York 10016
(800) 322-2885

Bank and brokers should call:
(212) 929-5500

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SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information important to you. To understand the merger more fully, you should read this entire document carefully, including the documents attached to this joint proxy statement/prospectus.

The Companies

Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, Massachusetts 01201
(413) 443-5601

Berkshire Hills Bancorp, Inc., a Delaware corporation, is a savings and loan holding company headquartered in Pittsfield, Massachusetts that was incorporated and commenced operations in 2000.  Berkshire Hills Bancorp’s common stock is listed on The NASDAQ Global Select Market under the symbol “BHLB.”  Berkshire Hills Bancorp conducts its operations primarily through Berkshire Bank, a Massachusetts chartered savings bank with 31 full-service offices throughout Western Massachusetts and Northeastern New York.  Berkshire Bank offers a full complement of deposit, lending, investment and insurance products from a team of employees with extensive experience in banking, insurance and investment management.  At March 31, 2007, Berkshire Hills Bancorp had total assets of $2.17 billion, total deposits of $1.54 billion and total shareholders’ equity of $263.1 million.

Factory Point Bancorp, Inc.

4928 Main Street
Manchester Center, Vermont 05255
(802) 362-2424

Factory Point Bancorp, Inc., a Delaware corporation, is bank holding company headquartered in Manchester Center, Vermont that was incorporated and commenced operations as a holding company in 1984.  Its primary business is operating its subsidiary, The Factory Point National Bank of Manchester Center, which operates seven full-service community banking offices in Arlington, Dorset, Ludlow, Manchester and Rutland, Vermont.  Factory Point Bancorp’s common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “FAPB.”  Its primary business includes residential real estate lending (for portfolio and sale on the secondary market), small business loan and deposit services as well as variety of consumer loan and deposit services.  Factory Point National Bank is chartered with trust powers and offers trust and investment services in the markets it serves.  As of March 31, 2007, Factory Point Bancorp had total assets of $339.4 million, total deposits of $274.6 million and total shareholder’s equity of $29.6 million.

Special Meeting of Berkshire Hills Bancorp Shareholders; Required Vote (page ___)

A special meeting of Berkshire Hills Bancorp shareholders is scheduled to be held at The Crowne Plaza Hotel, One West Main Street, Pittsfield, Massachusetts at __:___ __.m., local time, on _____________, 2007.  At the special meeting, you will be asked to vote on a proposal to approve the merger agreement between Berkshire Hills Bancorp and Factory Point Bancorp.   You also will be asked to vote on a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement.

Only Berkshire Hills Bancorp shareholders of record as of the close of business on _____________, 2007 are entitled to notice of, and to vote at, the Berkshire Hills Bancorp special meeting and any adjournments or postponements of the meeting.

Approval of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Berkshire Hills Bancorp common stock entitled to vote.  As of the record date, there were 8,842,323 shares of Berkshire Hills Bancorp common stock outstanding.  The directors and executive officers of Berkshire Hills Bancorp (and their affiliates), as a group, beneficially owned 307,456 shares of Berkshire Hills Bancorp common stock, representing 3.5% of the outstanding shares of Berkshire Hills Bancorp common stock as of the record date. This amount does not include shares that may be acquired upon the exercise of stock options.

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Special Meeting of Factory Point Shareholders; Required Vote (page ___)

A special meeting of Factory Point Bancorp shareholders is scheduled to be held at The Equinox Hotel, 3567 Main Street, Manchester Village, Vermont at __:___ __.m., local time, on _____________, 2007.  At the special meeting, you will be asked to vote on a proposal to approve the merger agreement between Factory Point Bancorp and Berkshire Hills Bancorp.   You also will be asked to vote on a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement.

Only Factory Point Bancorp shareholders of record as of the close of business on _____________, 2007 are entitled to notice of, and to vote at, the Factory Point Bancorp special meeting and any adjournments or postponements of the meeting.

Approval of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Factory Point Bancorp common stock entitled to vote.  As of the record date, there were __________ shares of Factory Point Bancorp common stock outstanding.  The directors and executive officers of Factory Point Bancorp (and their affiliates), as a group, beneficially owned _________ shares of Factory Point Bancorp common stock, representing _____% of the outstanding shares of Factory Point Bancorp common stock as of the record date.  The directors of Factory Point Bancorp, who collectively own _________ shares of Factory Point Bancorp common stock (_____% of the outstanding shares of Factory Point Bancorp as of the record date) have agreed to vote their shares in favor of the merger at the special meeting.  This amount does not include shares that may be acquired upon the exercise of stock options.

The Merger and the Merger Agreement (page ___)

Berkshire Hills Bancorp’s acquisition of Factory Point Bancorp is governed by a merger agreement.  The merger agreement provides that, if all of the conditions are satisfied or waived, Factory Point Bancorp will be merged with and into Berkshire Hills Bancorp, with Berkshire Hills Bancorp as the surviving entity.  We encourage you to read the merger agreement, which is included as Annex A to this joint proxy statement/prospectus.

What Factory Point Bancorp Shareholders Will Receive in the Merger (page ___)

Under the merger agreement, at your election, each share of Factory Point Bancorp common stock you own will be exchanged for either 0.5844 shares of Berkshire Hills Bancorp common stock or $19.50 in cash.

Comparative Market Prices

The following table shows the closing price per share of Berkshire Hills Bancorp common stock and the equivalent price per share of Factory Point Bancorp common stock, giving effect to the merger, on May 14, 2007, which is the last day on which shares of Berkshire Hills Bancorp common stock traded preceding the public announcement of the proposed merger, and on _______________, 2007, the most recent practicable date prior to the mailing of this joint proxy statement/prospectus.  The equivalent price per share of Factory Point Bancorp common stock was computed by multiplying the price of a share of Berkshire Hills Bancorp common stock by the 0.5844 exchange ratio.  See “Description of the Merger—Consideration to be Received in the Merger” on page ___.

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Recommendation of Factory Point Bancorp Board of Directors (page ___)

The Factory Point Bancorp board of directors has unanimously approved the merger agreement and the proposed merger. The Factory Point Bancorp board believes that the merger agreement, including the merger contemplated by the merger agreement, is fair to, and in the best interests of, Factory Point Bancorp and its shareholders, and therefore unanimously recommends that Factory Point Bancorp shareholders vote “FOR” the proposal to approve the merger agreement.  In its reaching this decision, Factory Point Bancorp’s board of directors considered many factors, which are described in the section captioned “Description of the Merger—Factory Point Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors” beginning on page ___.

Factory Point Bancorp’s Financial Advisor Believes the Merger Consideration is Fair to Shareholders (page ___)

In deciding to approve the merger, Factory Point Bancorp’s board of directors considered the opinion of McConnell, Budd & Romano, Inc.  McConnell, Budd & Romano which served as financial advisor to Factory Point Bancorp’s board of directors, delivered its opinion dated ___________, 2007, that the merger consideration is fair to the holders of Factory Point Bancorp common stock from a financial point of view.  A copy of this opinion is included as Annex C to the joint proxy statement/prospectus.  You should read the opinion carefully to understand the procedures followed, assumptions made, matters considered and limitations of the review conducted by McConnell, Budd & Romano.  Factory Point Bancorp has agreed to pay McConnell, Budd & Romano fees estimated to total approximately $823,000 for its services in connection with the merger.

Recommendation of Berkshire Hills Bancorp Board of Directors (page ___)

The Berkshire Hills Bancorp board of directors has unanimously approved the merger agreement and the proposed merger. The Berkshire Hills Bancorp board believes that the merger agreement, including the merger contemplated by the merger agreement, is fair to, and in the best interests of, Berkshire Hills Bancorp and its shareholders, and therefore unanimously recommends that Berkshire Hills Bancorp shareholders vote “FOR” the proposal to approve the merger agreement.  In reaching this decision, Berkshire Hills Bancorp’s board of directors considered many factors, which are described in the section captioned “Description of the Merger—Berkshire Hills Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors” beginning on page ___.

Berkshire Hills Bancorp’s Financial Advisor Believes the Merger Consideration is Fair to Shareholders (page ___)

In deciding to approve the merger, Berkshire Hills Bancorp’s board of directors considered the opinion of Sandler O’Neill & Partners, L.P.  Sandler O’Neill, which served as financial advisor to Berkshire Hills Bancorp’s board of directors, delivered its opinion dated May 14, 2007, that the merger consideration is fair to the holders of Berkshire Hills Bancorp common stock from a financial point of view.  A copy of this opinion is included as Annex B to the joint proxy statement/prospectus.  You should read the opinion carefully to understand the procedures followed, assumptions made, matters considered and limitations of the review conducted by Sandler O’Neill.  Berkshire Hills Bancorp has agreed to pay Sandler O’Neill fees totaling approximately $400,000 for its services in connection with the merger.

Regulatory Approvals (page ___)

Under the terms of the merger agreement, the merger cannot be completed unless it is first approved by the Massachusetts Board of Bank Incorporation, the Massachusetts Division of Banks and the Federal Deposit Insurance Corporation.  Berkshire Hills Bancorp filed the required applications on _______________, 2007.  As of the date of this document, Berkshire Hills Bancorp has not received any regulatory approvals.  While Berkshire Hills Bancorp does not know of any reason why it would not be able to obtain this approval in a timely manner, Berkshire Hills Bancorp cannot be certain when or if it will receive regulatory approval.

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Conditions to the Merger (page ___)

The completion of the merger is subject to the fulfillment of a number of conditions, including:

·                  approval of the merger agreement at the special meetings by at least a majority of the outstanding shares of Factory Point Bancorp common stock and Berkshire Hills Bancorp common stock entitled to vote;

·                  approval of the transaction by the appropriate regulatory authorities;

·                  receipt by each party of opinions from their respective legal counsel to the effect that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; and

·                  the continued accuracy of representations and warranties made on the date of the merger agreement.

Termination (page ___)

The merger agreement may be terminated by mutual consent of Berkshire Hills Bancorp and Factory Point Bancorp at any time prior to the completion of the merger.  Additionally, subject to conditions and circumstances described in the merger agreement, either Berkshire Hills Bancorp or Factory Point Bancorp may terminate the merger agreement if, among other things, any of the following occur:

·                  the merger has not been consummated by January 31, 2008;

·                  Factory Point Bancorp shareholders do not approve the merger agreement at the Factory Point Bancorp special meeting;

·                  Berkshire Hills Bancorp shareholders do not approve the merger agreement at the Berkshire Hills Bancorp special meeting;

·                  a required regulatory approval is denied or a governmental authority blocks the merger; or

·                  there is a breach by the other party of any representation, warranty, covenant or agreement contained in the merger agreement, which cannot be cured, or has not been cured within 30 days after the giving of written notice to such party of such breach.

Berkshire Hills Bancorp may also terminate the merger agreement if Factory Point Bancorp materially breaches its agreements regarding the solicitation of other acquisition proposals and the submission of the merger agreement to shareholders or if the board of directors of Factory Point Bancorp does not recommend approval of the merger in the joint proxy statement/prospectus or withdraws or revises its recommendation in a manner adverse to Berkshire Hills Bancorp.

Factory Point Bancorp may also terminate the merger agreement if both the average closing price of Berkshire Hills Bancorp common stock during a measurement period ending ten business days before the closing is less than $28.36 and Berkshire Hills Bancorp common stock underperforms the weighted average price of a predetermined list of 17 thrift and bank holding companies between the date of the merger agreement and the measurement period by more than 20%, unless Berkshire Hills Bancorp agrees to increase the exchange ratio pursuant to a formula specified in the merger agreement.

Termination Fee (page ___)

Under certain circumstances described in the merger agreement, Berkshire Hills Bancorp may demand from Factory Point Bancorp a $3,600,000 termination fee in connection with the termination of the merger agreement.  Additionally, if: (1) either party terminates the merger agreement as a result of the failure of Factory Point Bancorp’s shareholders to approve the merger; or (2) if Berkshire Hills Bancorp terminates the merger agreement because of Factory Point Bancorp’s willful breach of any representation, warranty, covenant or agreement; and an acquisition proposal from a third party has been publicly announced, disclosed or communicated before the date of the shareholders meeting in clause (1) above or before the termination date in clause (2) above, then Factory Point Bancorp must pay 1/3 of the $3,600,000 termination fee.  If within 12 months after such termination, Factory Point Bancorp consummates or enters into any agreement with respect to an acquisition

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proposal, then it must pay the remainder of the fee.  See “Description of the Merger—Termination Fee” on page ____ for a list of the circumstances under which a termination fee is payable.

Interests of Officers and Directors in the Merger that are Different from Yours (page ___)

You should be aware that some of Factory Point Bancorp’s directors and officers may have interests in the merger that are different from, or in addition to, the interests of Factory Point Bancorp shareholders generally.  These include: severance payments that certain officers will receive under existing change-in-control agreements; consulting, termination and retention agreements that certain officers of Factory Point National Bank will become subject to upon completion of the merger; the acceleration of stock options and shares of restricted stock; provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of Factory Point Bancorp for events occurring before the merger; and the appointment of one director of Factory Point Bancorp to the board of directors of Berkshire Hills Bancorp and Berkshire Bank.  Factory Point Bancorp’s board of directors was aware of these interests and took them into account in approving the merger.  See “Description of the Merger—Interests of Certain Persons in the Merger” on page ___.

Accounting Treatment of the Merger (page ___)

The merger will be accounted for as a purchase transaction in accordance with U.S. generally accepted accounting principles.

Certain Differences in Shareholder Rights (page ___)

When the merger is completed, Factory Point Bancorp shareholders who are to receive shares of Berkshire Hills Bancorp will become Berkshire Hills Bancorp shareholders and their rights will be governed by Delaware law and by Berkshire Hills Bancorp’s certificate of incorporation and bylaws. See “Comparison of Rights of Shareholders” beginning on page ___ for a summary of the material differences between the respective rights of Factory Point Bancorp and Berkshire Hills Bancorp shareholders.

Dissenters’ Rights (page ___)

Factory Point Bancorp shareholders may dissent from the merger and, upon complying with the requirements of Delaware law, receive cash in the amount of the fair value of their shares instead of shares of Berkshire Hills Bancorp common stock and/or the cash consideration specified in the merger agreement.  A copy of the section of the Delaware General Corporation Law pertaining to dissenters’ rights is attached as Annex D to this joint proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

Tax Consequences of the Merger (page ___)

The federal tax consequences of the merger to shareholders of Factory Point Bancorp will depend primarily on whether they exchange their Factory Point Bancorp common stock solely for Berkshire Hills Bancorp common stock, solely for cash or for a combination of Berkshire Hills Bancorp common stock and cash.  Factory Point Bancorp shareholders who exchange their shares solely for Berkshire Hills Bancorp common stock should not recognize gain or loss except with respect to the cash they receive instead of a fractional share.  Factory Point Bancorp shareholders who exchange their shares solely for cash should recognize gain or loss on the exchange.  Factory Point Bancorp shareholders who exchange their shares for a combination of Berkshire Hills Bancorp common stock and cash should recognize capital gain, but not any loss, on the exchange.  The actual federal income tax consequences to Factory Point Bancorp shareholders of electing to receive cash, Berkshire Hills Bancorp common stock or a combination of cash and stock will not be ascertainable at the time Factory Point Bancorp shareholders make their election because it will not be known at that time how, or to what extent, the allocation and proration procedures will apply.

This tax treatment may not apply to all Factory Point Bancorp shareholders.  Determining the actual tax consequences of the merger to Factory Point Bancorp shareholders can be complicated.  Factory Point

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Bancorp shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each shareholder.

To review the tax consequences of the merger to Factory Point Bancorp shareholders in greater detail, please see the section “Description of the Merger—Tax Consequences of the Merger” beginning on page ___.

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RISK FACTORS

In addition to the other information included in this joint proxy statement/prospectus, you should consider carefully the risk factors described below, which include all known material risks, in deciding how to vote. You should keep these risk factors in mind when you read forward-looking statements in this document.  Please refer to the section of this joint proxy statement/prospectus titled “Caution About Forward-Looking Statements” beginning on page ___.

Factory Point Bancorp shareholders may receive a form of consideration different from what they elect.

The consideration to be received by Factory Point Bancorp shareholders in the merger is subject to the requirement that 80% of the shares of Factory Point Bancorp common stock be exchanged for Berkshire Hills Bancorp common stock and 20% be exchanged for cash.  The merger agreement contains proration and allocation methods to achieve this desired result.  If you elect all cash and the available cash is oversubscribed, then you will receive a portion of the merger consideration in Berkshire Hills Bancorp common stock.  If you elect all stock and the available stock is oversubscribed, then you will receive a portion of the merger consideration in cash.  The type of consideration you receive may also be affected by the requirement that the value of the stock portion of the merger consideration be equal to at least 40% of the total value of merger consideration.

The price of Berkshire Hills Bancorp common stock might decrease after the merger.

Following the merger, many holders of Factory Point Bancorp common stock will become shareholders of Berkshire Hills Bancorp.  Berkshire Hills Bancorp common stock could decline in value after the merger. For example, during the twelve-month period ending on ____________, 2007 (the most recent practicable date before the printing of this joint proxy statement/prospectus), the closing price of Berkshire Hills Bancorp common stock varied from a low of $_______ to a high of $_______ and ended that period at $_______.  The market value of Berkshire Hills Bancorp common stock fluctuates based upon general market economic conditions, Berkshire Hills Bancorp’s business and prospects and other factors.

Berkshire Hills Bancorp may be unable to successfully integrate Factory Point Bancorp’s operations and retain Factory Point Bancorp’s employees.

The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include:

·                  integrating personnel with diverse business backgrounds;

·                  combining different corporate cultures; and

·                  retaining key employees.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business and the loss of key personnel. The integration of the two companies will require the experience and expertise of certain key employees of Factory Point Bancorp who are expected to be retained by Berkshire Hills Bancorp. Berkshire Hills Bancorp may not be successful in retaining these employees for the time period necessary to successfully integrate Factory Point Bancorp’s operations with those of Berkshire Hills Bancorp. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operation of Berkshire Hills Bancorp following the merger.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire Factory Point Bancorp.

Until the completion of the merger, with some exceptions, Factory Point Bancorp is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than Berkshire Hills Bancorp. In addition, Factory Point Bancorp has agreed to pay a termination

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fee to Berkshire Hills Bancorp in specified circumstances. These provisions could discourage other companies from trying to acquire Factory Point Bancorp even though those other companies might be willing to offer greater value to Factory Point Bancorp’s shareholders than Berkshire Hills Bancorp has offered in the merger. The payment of the termination fee could also have a material adverse effect on Factory Point Bancorp’s financial condition.

Certain of Factory Point Bancorp’s officers and directors have interests that are different from, or in addition to, interests of Factory Point Bancorp’s shareholders generally.

You should be aware that the directors and officers of Factory Point Bancorp have interests in the merger that are different from, or in addition to, the interests of Factory Point Bancorp shareholders generally.  These include: severance payments that certain officers will receive under existing change-in-control agreements, consulting or retention agreements that certain officers of Factory Point National Bank will become subject to upon completion of the merger; the acceleration of stock options; provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of Factory Point Bancorp for events occurring before the merger; and the appointment of one director of Factory Point Bancorp to the board of directors of Berkshire Hills Bancorp and Berkshire Bank.  For a more detailed discussion of these interests, see “Description of the Merger—Interests of Certain Persons in the Merger” beginning on page ___.

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CAUTION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The sections of this document which contain forward-looking statements include, but are not limited to, “Questions And Answers About the Merger and the Special Meeting,” “Summary,” “Risk Factors,” “Description of the Merger—Background of the Merger,” “Description of the Merger—Berkshire Hills Bancorp’s Reasons for the Merger,” and “Description of the Merger—Factory Point Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors.”  You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions and the risks and other factors set forth in the “Risk Factors” section beginning on page ___.

Because of these and other uncertainties, Berkshire Hills Bancorp’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, Berkshire Hills Bancorp’s and Factory Point Bancorp’s past results of operations do not necessarily indicate Berkshire Hills Bancorp’s and Factory Point Bancorp’s combined future results. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made.  Berkshire Hills Bancorp is not undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Berkshire Hills Bancorp qualifies all of its forward-looking statements by these cautionary statements.

Further information on other factors which could affect the financial condition, results of operations, liquidity or capital resources of Berkshire Hills Bancorp before and after the merger is included in this joint proxy statement/prospectus under “Information About Berkshire Hills Bancorp—Business” and “Information About Berkshire Hills Bancorp—Management’s Results of Operations.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables show summarized historical financial data for Berkshire Hills Bancorp and Factory Point Bancorp. You should read this summary financial information in connection with Berkshire Hills Bancorp’s historical financial information, which is incorporated by reference into this document, and in connection with Factory Point Bancorp’s historical financial information, which appears elsewhere in this joint proxy statement/prospectus.

Unaudited consolidated interim financial statements for Berkshire Hills Bancorp at or for the three months ended March 31, 2007 and 2006 and unaudited consolidated interim financial statements for Factory Point Bancorp at or for the three months ended March 31, 2007 and 2006 include normal, recurring adjustments necessary to fairly present the data for those periods.  The unaudited data is not necessarily indicative of expected results of a full year’s operation.

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Selected Historical Financial Data of Berkshire Hills Bancorp

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Selected Historical Financial Data of Factory Point Bancorp

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SUMMARY SELECTED PRO FORMA COMBINED DATA

The following table shows selected financial information on a pro forma combined basis giving effect to the merger as if the merger had become effective at the end of the periods presented, in the case of balance sheet information, and at the beginning of each period presented, in the case of income statement information.  The pro forma information reflects the purchase method of accounting.

Berkshire Hills Bancorp anticipates that the merger will provide the combined company with financial benefits that include reduced operating expenses and the opportunity to earn more revenue.  The pro forma information, while helpful in illustrating the financial characteristics of Berkshire Hills Bancorp following the merger under one set of assumptions, does not reflect all of these benefits and, accordingly, does not attempt to predict or suggest future results.  The pro forma information also does not necessarily reflect what the historical results of Berkshire Hills Bancorp would have been had our companies been combined during these periods.

An exchange ratio of 0.5844 was used in preparing this pro forma information.  You should read this summary pro forma information in conjunction with the information under “Pro Forma Financial Information” and with the historical information in this document on which it is based.

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COMPARATIVE PER SHARE DATA

The following table shows information about Berkshire Hills Bancorp’s and Factory Point Bancorp’s diluted income per common share, dividends per share and book value per share, and similar information giving effect to the merger (which we refer to as “pro forma” information).  In presenting the comparative pro forma information for the time periods shown, we assumed that we had been merged on the dates or at the beginning of the periods indicated.  See “Pro Forma Financial Information.”

The information listed as “pro forma combined” was prepared using an exchange ratio of 0.5844.  The information listed as “per equivalent Factory Point Bancorp share” was obtained by multiplying the pro forma amounts by an exchange ratio of 0.5844.  We present this information to reflect the fact that some Factory Point Bancorp shareholders will receive shares of Berkshire Hills Bancorp common stock for each share of Factory Point Bancorp common stock exchanged in the merger.  Berkshire Hills Bancorp anticipates that the combined company will derive financial benefits from the merger that include reduced operating expenses and the opportunity to earn more revenue.  The pro forma information, while helpful in illustrating the financial characteristics of Berkshire Hills Bancorp following the merger under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results.  The pro forma information also does not necessarily reflect what the historical results of Berkshire Hills Bancorp would have been had our companies been combined during these periods.

The information in the following table is based on, and should be read together with, the historical financial information that we have presented in this document.  See “Pro Forma Financial Information.”

(1)          Pro forma dividends per share represent Berkshire Hills Bancorp’s historical dividends per share.

(2)          The pro forma combined book value per share of Berkshire Hills Bancorp common stock is based upon the pro forma combined common stockholders’ equity for Berkshire Hills Bancorp and Factory Point Bancorp divided by total pro forma common shares of the combined entities.

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MARKET PRICE AND DIVIDEND INFORMATION

Berkshire Hills Bancorp common stock is listed on The NASDAQ Global Select Market under the symbol BHLB.  Factory Point Bancorp common stock is quoted on the OTC Bulletin Board under the symbol FAPB.  The following table lists the high and low prices per share for Berkshire Hills Bancorp common stock and Factory Point Bancorp common stock and the cash dividends declared by each company for the periods indicated.