Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

BERKSHIRE ENERGY RESOURCES
(Exact Name of Registrant as Specified in its Charter)

Massachusetts 6719 04-3408946
(State or other jurisdiction (Primary standard (I.R.S. employer
of incorporation or industrial identification no.)
organization) classification code
number)

115 Cheshire Road, Pittsfield, MA 01201-1879, (413) 442-1511
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)

Cheryl M. Clark
Secretary
115 Cheshire Road, Pittsfield, MA 01201-1879, (413) 442-1511
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

_____________________

With Copies To:

James M. Avery, Esq.
Rich, May, Bilodeau & Flaherty, P.C.
294 Washington Street
Boston, Massachusetts 02108
(617) 482-1360
_____________________

Approximate date of commencement of proposed sale of the securities to
the public: At the effective time of the merger of a wholly-owned
subsidiary of the Registrant with and into The Berkshire Gas Company, which
shall occur as soon as practicable after the effective date of this
Registration Statement and the satisfaction or waiver of all conditions to
closing of such merger as described in the Proxy Statement/Prospectus
enclosed with the earlier effective registration statement for the same
offering (No. 333-46799), as filed with the Securities and Exchange
Commission on February 24, 1998.

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: [ ]

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.
[X] No. 333-46799

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 number of the earlier effective registration
statement for the same offering. [ ] _______________

____________________

CALCULATION OF REGISTRATION FEE

Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share(1) offering price(1) registration fee
- --------------------------- ------------ ---------------- ----------------- ----------------

Common Stock, $2.50
par value................. 12,506 shares $22.59 $282,510.54 $78.54
_______________________________________________________________________________
<FN>
<F1> The Registration Fee was calculated in accordance with Rule 457(f)(1),
based on the average of the high and low sales prices for shares of Common
Stock of The Berkshire Gas Company as quoted in the NASDAQ National Market
System on December 28, 1998.
</FN>

____________________

INCORPORATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Act") and Instruction K to Form S-4, Berkshire Energy Resources, a
Massachusetts business trust, hereby incorporates by reference the contents
of its registration statement on Form S-4 (No. 333-46799), as filed with the
Securities and Exchange Commission on February 24, 1998.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-4 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto authorized, in the City of Pittsfield, Massachusetts, on the 29th
day of December, 1998.

BERKSHIRE ENERGY RESOURCES

BY: /s/ Scott S. Robinson
Scott S. Robinson,
President and Chief Executive Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott S. Robinson and Michael J.
Marrone, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about said matters, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed below by the following persons and
in the capacities indicated on the 29th day of December, 1998.

(i) Principal Executive Officer:

/s/ Scott S. Robinson, President and Chief Executive
Scott S. Robinson Officer

(ii) Principal Financial Officer and
Principal Accounting Officer:

/s/ Michael J. Marrone, Vice President, Treasurer
Michael J. Marrone and Chief Financial Officer

(iii) Trustees:

/s/ Scott S. Robinson
Scott S. Robinson

/s/ Michael J. Marrone
Michael J. Marrone

/s/ Cheryl M. Clark
Cheryl M. Clark

EXHIBIT INDEX

Sequential
Exhibits* Description of Exhibit Page Number
- --------- ---------------------- -----------

Exhibit 5. Opinion regarding legality.

5 Opinion of Rich, May, Bilodeau & Flaherty, P.C.

Exhibit 8. Opinion regarding tax matters

8 Opinion of Rich, May, Bilodeau & Flaherty, P.C.

Exhibit 23. Consents of Experts and Counsel.

23(a) Consent of Deloitte & Touche LLP, independent
certified public accountants.

23(b) Consent of Rich, May, Bilodeau & Flaherty, P.C.
(included in opinions filed as Exhibits 5 and 8 to this
Registration Statement).

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* Exhibit numbers designated in Regulation S-K