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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) December 17, 2002
                                                        -----------------


                          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)

                                 (413) 443-5601
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)







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ITEMS 1, 2, 3, 4, 5, 6 AND 8.  NOT APPLICABLE.

ITEM 7.     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 December 17, 2002

ITEM 9.  REGULATION FD DISCLOSURE.
         ------------------------

      On December 17, 2002, Berkshire Hills Bancorp,  Inc. (the "Company"),  the
holding company for Berkshire Bank, announced three actions related to its long-
term  business  strategy:   (1) the  sale of   $69.7  million  of  its sub-prime
automobile loan portfolio to  Crescent  Bank & Trust; (2) the intent to sell its
current  inventory  of   repossessed  automobiles  at  wholesale;  and  (3)  the
restructuring of its investment portfolio and sale of equity securities.

      A copy of the Company's  press release dated December 17, 2002 is attached
as Exhibit 99.1 and incorporated herein by reference.




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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:  December 17, 2002              By: /s/ Michael P. Daly
                                           -------------------------------------
                                           Michael P. Daly
                                           President and Chief Executive Officer








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