<PAGE> 1

      As filed with the Securities and Exchange Commission on May 30, 2003
                                                   Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

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

           DELAWARE                                        04-3510455
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                                 24 NORTH STREET
                         PITTSFIELD, MASSACHUSETTS 01201
                                 (413) 443-5601
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                        BERKSHIRE HILLS BANCORP, INC.
                        2003 EQUITY COMPENSATION PLAN
                           (Full Title of the Plan)

                                                   COPIES TO:
MICHAEL P. DALY
PRESIDENT AND CHIEF EXECUTIVE OFFICER              LAWRENCE M.F. SPACCASI, ESQ.
BERKSHIRE HILLS BANCORP, INC.                      SUZANNE A. WALKER, ESQ.
24 NORTH STREET                                    MULDOON MURPHY & FAUCETTE LLP
PITTSFIELD, MASSACHUSETTS  01201                   5101 WISCONSIN AVENUE, N.W.
(413) 443-5601                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
<TABLE>
<CAPTION>

=======================   ==============    ================    ==================   ============
Title of each Class of       Amount         Proposed Maximum    Proposed Maximum      Amount of
  Securities to be           to be           Offering Price     Aggregate Offering   Registration
   <S>                     <C>                  <C>                  <C>               <C>
     Registered            Registered(1)        Share(3)             Price             Fee
    Common Stock             300,000
   $.01 par Value           Shares(2)           $25.71               $7,713,000        $624
=====================-=    =============  ==================    ==================   ============

(1) Together  with  an indeterminate  number of  additional  shares which  may  be  necessary to
    adjust  the number  of  shares  to be  issued  pursuant to the Berkshire Hills Bancorp, Inc.
    2003  Equity Compensation  Plan  (the "Plan") as the result of a stock split, stock dividend
    or  similar adjustment  of  the  outstanding  common stock of Berkshire Hills Bancorp, Inc.,
    as  permitted by  Rule  416(a) under the Securities Act of 1933, as amended (the "Securities
    Act").
(2) Represents  the  shares  which may be issued as stock awards or upon the exercise of options
    to  purchase  shares of Berkshire  Hills Bancorp, Inc. common stock granted or to be granted
    under the Plan.
(3) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant
    to  Rule 457(c)  under the Securities Act, the price per share is the average of the bid and
    ask price of the Berkshire Hills Bancorp, Inc. common stock, as reported on May 28, 2003.

</TABLE>

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.


<PAGE> 2



BERKSHIRE HILLS BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The documents  containing the  information  for the Berkshire Hills
Bancorp,  Inc. (The  "Corporation")  2003 Equity  Compensation Plan (the "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1).  Such documents are not
filed with the Securities and Exchange  Commission  (the "SEC") either as a part
of this  Registration  Statement or as a  prospectus  or  prospectus  supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated  by  reference  pursuant to Item 3 of Part II of this  Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents filed or  to  be filed with the SEC are incorporated by
reference in this Registration Statement:

      (a) The  Form 10-K,  Annual Report, filed by the Registrant for the fiscal
year  ended  December  31,  2002  (File  No.  001-15781),   which  includes  the
consolidated  balance sheets of the Registrant as of December 31, 2002 and 2001,
and the related  consolidated  statements  of income,  changes in  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 2002, filed with the SEC on March 17, 2003.

      (b) The  Form  10-Q,  Quarterly  Report, for  the quarter ended  March 31,
2003 (File No. 001-15781), filed with the SEC on May 14, 2003.

      (c) Description of the Registrant's common stock contained in Registrant's
Form 8-A (File No.  001-15781),  as filed with the SEC pursuant to Section 12(g)
of the  Securities  Exchange Act of 1934 (the "Exchange  Act"),  and rule 12b-15
promulgated  thereunder and declared  effective May 12, 2000, as incorporated by
reference from the Company's Form S-1 (File No. 333-32146) declared effective on
May 12, 2000.

      (d) All  documents filed by  the  Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

     ANY STATEMENT  CONTAINED IN THIS REGISTRATION  STATEMENT,  OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.



                                      2

<PAGE> 3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

The  validity of the Common  Stock  offered  hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Articles X and XI of  the  Registrant's  Certificate of Incorporation provide as
follows:

TENTH:
-----

A.    Each  person  who  was  or is made a party or is  threatened  to be made a
      party to or is  otherwise  involved  in any  action,  suit or  proceeding,
      whether civil,  criminal,  administrative or investigative  (hereinafter a
      "proceeding"),  by reason of the fact that he or she is or was a  Director
      or an Officer of the  Corporation  or is or was  serving at the request of
      the  Corporation  as a  Director,  Officer,  employee  or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to an employee benefit plan (hereinafter an
      "indemnitee"),  whether the basis of such  proceeding is alleged action in
      an official capacity as a Director,  Officer,  employee or agent or in any
      other  capacity while serving as a Director,  Officer,  employee or agent,
      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent  authorized by the Delaware  General  Corporation  Law, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including  attorneys' fees,  judgments,  fines,  ERISA
      excise  taxes or  penalties  and amounts  paid in  settlement)  reasonably
      incurred or suffered by such indemnitee in connection therewith; provided,
      however,  that,  except as provided  in Section C hereof  with  respect to
      proceedings to enforce rights to  indemnification,  the Corporation  shall
      indemnify any such  indemnitee in  connection  with a proceeding  (or part
      thereof)  initiated by such  indemnitee  only if such  proceeding (or part
      thereof) was authorized by the Board of Directors of the Corporation.

B.    The  right to  indemnification  conferred  in Section  A  of this  Article
      TENTH shall include the right to be paid by the  Corporation  the expenses
      incurred  in  defending  any  such  proceeding  in  advance  of its  final
      disposition (hereinafter an "advancement of expenses"); provided, however,
      that, if the Delaware General Corporation Law requires,  an advancement of
      expenses incurred by an indemnitee in his or her capacity as a Director or
      Officer (and not in any other capacity in which service was or is rendered
      by such indemnitee, including, without limitation, services to an employee
      benefit  plan) shall be made only upon delivery to the  Corporation  of an
      undertaking  (hereinafter  an  "undertaking"),  by or on  behalf  of  such
      indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
      determined by final judicial decision from which there is no further right
      to appeal (hereinafter a "final adjudication") that such indemnitee is not
      entitled  to be  indemnified  for such  expenses  under  this  Section  or
      otherwise.  The  rights  to  indemnification  and  to the  advancement  of
      expenses  conferred  in  Sections A and B of this  Article  TENTH shall be
      contract rights and such rights shall continue as to an indemnitee who has
      ceased to be a Director, Officer, employee or agent and shall inure to the
      benefit of the indemnitee's heirs, executors and administrators.



                                      3

<PAGE> 4



C.    If  a  claim  under  Section A or B of this  Article  TENTH is not paid in
      full by the  Corporation  within sixty days after a written claim has been
      received  by  the  Corporation,  except  in the  case  of a  claim  for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an  undertaking,  the  indemnitee  shall be  entitled  to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the  indemnitee to enforce a right to an  advancement of
      expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation  shall be entitled to recover such expenses
      upon a final  adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law.  Neither  the  failure  of the  Corporation  (including  its Board of
      Directors,  independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred
      in this  Article TENTH shall not be exclusive of any other right which any
      person may  have or hereafter acquire under any statute, the Corporation's
      Certificate  of  Incorporation, Bylaws, agreement, vote of stockholders or
      Disinterested Directors or otherwise.

E.    The Corporation may maintain insurance, at its  expense, to protect itself
      and any  Director,  Officer,  employee  or  agent  of the  Corporation  or
      subsidiary  or  Affiliate  or  another  corporation,   partnership,  joint
      venture, trust or other enterprise against any expense, liability or loss,
      whether  or not the  Corporation  would have the power to  indemnify  such
      person against such expense,  liability or loss under the Delaware General
      Corporation Law.

F.    The Corporation may, to the extent authorized  from  time  to  time by the
      Board of Directors, grant rights to indemnification and to the advancement
      of expenses to any  employee  or agent of the  Corporation  to the fullest
      extent  of the  provisions  of this  Article  TENTH  with  respect  to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.


ELEVENTH: A Director of this  Corporation shall  not be personally liable to the
--------
Corporation  or its stockholders for monetary damages for  breach  of  fiduciary
duty as a Director,  except for liability: (i) for any breach of  the Director's
duty  of loyalty  to  the  Corporation  or its  stockholders;  (ii) for acts or
omissions  not  in  good faith  or  which  involve  intentional misconduct or a
knowing violation of law; (iii) under Section 174



                                      4

<PAGE> 5


of the Delaware General  Corporation Law; or (iv) for any transaction from which
the Director  derived an improper  personal  benefit.  If the  Delaware  General
Corporation Law is amended to authorize  corporate action further eliminating or
limiting the personal  liability of Directors,  then the liability of a Director
of the  Corporation  shall  be  eliminated  or  limited  to the  fullest  extent
permitted by the Delaware General Corporation Law, as so amended.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

Item 8.     Exhibits.

      The following exhibits are  filed with  or incorporated  by reference into
this registration statement on Form S-8 (numbering  corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      (a) List of Exhibits (filed herewith unless otherwise noted)

            4     Berkshire Hills Bancorp, Inc. 2003 Equity Compensation Plan1
            5     Opinion of Muldoon Murphy & Faucette LLP
            23.0  Consent of Muldoon Murphy & Faucette LLP (included in
                  Exhibit 5)
            23.1  Consent of Wolf & Company, P.C.
            24    Powers of Attorney (contained on the signature pages)
-----------------------
1 Incorporated  herein by  reference from  the Appendix A contained in the proxy
statement on Form DEF 14A (SEC No. 001-15781),  filed with  the SEC on March 27,
2003.

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which it offers or sales  are being  made, a
      post-effective amendment to this registration statement:

            (i)   To include any  prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;
            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date  of the registration statement (or the most
                  recent post-effective amendment thereof) which individually or
                  in  the  aggregate,  represent  a  fundamental  change  in the
                  information   set   forth  in  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and
            (iii) To include any material information  with  respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement  or  any  material change to such information in the
                  registration statement.



                                      5

<PAGE> 6



      (2)   That,  for  the  purpose  of  determining  any  liability  under the
            Securities  Act of  1933,  each  post-effective  amendment  shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To  remove from  by  means  of a post-effective amendment any of the
            securities that remain unsold at the end of the Offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.










                                      6

<PAGE> 7



                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly  caused  this  Registration Statement to be signed on its behalf by the
undersigned,   thereunto  duly  authorized,  in   Pittsfield, Massachusetts,  on
May 30, 2003.


                            BERKSHIRE HILLS BANCORP, INC.


                            By: /s/ Michael P. Daly
                                ------------------------------
                                Michael P. Daly
                                President, Chief Executive Officer and Director

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       KNOW ALL MEN BY THESE PRESENT,  that each person whose signature  appears
below (other than Mr. Daly) constitutes and appoints Michael P. Daly as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities to sign any or all  amendments to the Form S-8  registration
statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


    Name                        Title                           Date
    ----                        -----                           ----


/s/ Michael P. Daly       President, Chief Executive               May 30, 2003
----------------------    Officer and Director
Michael P. Daly            (principal executive officer)




/s/ Wayne F. Patenaude    Senior Vice President,                   May 30, 2003
----------------------    Treasurer and Chief Financial
Wayne F. Patenaude        Officer (principal accounting
                          and financial officer)


/s/ Robert A. Wells       Chairman of the Board                    May 30, 2003
----------------------
Robert A. Wells



/s/ Lawrence A. Bossidy   Non-Executive Chairman                   May 30, 2003
-----------------------
Lawrence A. Bossidy


                                  7

<PAGE> 8




/s/ Thomas O. Andrews     Director                                 May 30, 2003
---------------------
Thomas O. Andrews



/s/ Thomas R. Dawson      Director                                 May 30, 2003
---------------------
Thomas R. Dawson, CPA



/s/ A. Allen Gray         Director                                 May 30, 2003
-------------------
A. Allen Gray



/s/ Peter J. Lafayette    Director                                 May 30, 2003
-------------------
Peter J. Lafayette



/s/ Edward G. McCormick   Director                                 May 30, 2003
-----------------------
Edward G. McCormick



/s/ Catherine B. Miller   Director                                 May 30, 2003
-----------------------
Catherine B. Miller



/s/ Corydon L. Thurston   Director                                 May 30, 2003
-----------------------
Corydon L. Thurston



/s/ Ann H. Trabulsi       Director                                 May 30, 2003
-----------------------
Ann H. Trabulsi




                                      8

<PAGE> 9
<TABLE>
<CAPTION>



                                 EXHIBIT INDEX


                                                                                       Sequentially
                                                                                         Numbered
                                                                                           Page
 Exhibit No.     Description            Method of Filing                                  Location
------------     ---------------------  --------------------------------------------   ------------
     <S>         <C>                    <C>
     4           Berkshire Hills        Incorporated herein by reference from the
                 Bancorp, Inc. 2003     Appendix A contained in the proxy statement
                 Equity Compensation    on Form DEF 14A (SEC No. 001-15781), filed
                 Plan                   with the SEC on March 27, 2003.
     5           Opinion of Muldoon     Filed herewith.
                 Murphy & Faucette
                 LLP
    23.0         Consent of Muldoon     Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP
    23.1         Consent of Wolf &      Filed herewith.
                 Company, P.C.

     24          Power of Attorney      Located on the signature page.

</TABLE>




                                      9
[{"type": "S-8", "sequence": "1", "filename": "berkshires8.txt", "secsgml_size_bytes": 26341}]
{"company-data": {"conformed-name": "BERKSHIRE HILLS BANCORP INC", "cik": "0001108134", "assigned-sic": "6036", "irs-number": "043510455"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105721", "film-number": "03726251"}, "business-address": {"street1": "24 NORTH ST.", "city": "PITTSFIELD", "state": "MA", "zip": "01201", "phone": "4134435601"}, "mail-address": {"street1": "24 NORTH ST", "city": "PITTSFIELD", "state": "MA", "zip": "01201"}}
1

      As filed with the Securities and Exchange Commission on May 30, 2003
                                                   Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

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

           DELAWARE                                        04-3510455
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                 24 NORTH STREET
                         PITTSFIELD, MASSACHUSETTS 01201
                                 (413) 443-5601
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        BERKSHIRE HILLS BANCORP, INC.
                        2003 EQUITY COMPENSATION PLAN
                           (Full Title of the Plan)

                                                   COPIES TO:
MICHAEL P. DALY
PRESIDENT AND CHIEF EXECUTIVE OFFICER              LAWRENCE M.F. SPACCASI, ESQ.
BERKSHIRE HILLS BANCORP, INC.                      SUZANNE A. WALKER, ESQ.
24 NORTH STREET                                    MULDOON MURPHY & FAUCETTE LLP
PITTSFIELD, MASSACHUSETTS  01201                   5101 WISCONSIN AVENUE, N.W.
(413) 443-5601                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
=======================   ==============    ================    ==================   ============
Title of each Class of       Amount         Proposed Maximum    Proposed Maximum      Amount of
  Securities to be           to be           Offering Price     Aggregate Offering   Registration
Registered            Registered(1)        Share(3)             Price             Fee
    Common Stock             300,000
   $.01 par Value           Shares(2)           $25.71               $7,713,000        $624
=====================-=    =============  ==================    ==================   ============

(1) Together  with  an indeterminate  number of  additional  shares which  may  be  necessary to
    adjust  the number  of  shares  to be  issued  pursuant to the Berkshire Hills Bancorp, Inc.
    2003  Equity Compensation  Plan  (the "Plan") as the result of a stock split, stock dividend
    or  similar adjustment  of  the  outstanding  common stock of Berkshire Hills Bancorp, Inc.,
    as  permitted by  Rule  416(a) under the Securities Act of 1933, as amended (the "Securities
    Act").
(2) Represents  the  shares  which may be issued as stock awards or upon the exercise of options
    to  purchase  shares of Berkshire  Hills Bancorp, Inc. common stock granted or to be granted
    under the Plan.
(3) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant
    to  Rule 457(c)  under the Securities Act, the price per share is the average of the bid and
    ask price of the Berkshire Hills Bancorp, Inc. common stock, as reported on May 28, 2003.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

BERKSHIRE HILLS BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The documents  containing the  information  for the Berkshire Hills
Bancorp,  Inc. (The  "Corporation")  2003 Equity  Compensation Plan (the "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1).  Such documents are not
filed with the Securities and Exchange  Commission  (the "SEC") either as a part
of this  Registration  Statement or as a  prospectus  or  prospectus  supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated  by  reference  pursuant to Item 3 of Part II of this  Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents filed or  to  be filed with the SEC are incorporated by
reference in this Registration Statement:

      (a) The  Form 10-K,  Annual Report, filed by the Registrant for the fiscal
year  ended  December  31,  2002  (File  No.  001-15781),   which  includes  the
consolidated  balance sheets of the Registrant as of December 31, 2002 and 2001,
and the related  consolidated  statements  of income,  changes in  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 2002, filed with the SEC on March 17, 2003.

      (b) The  Form  10-Q,  Quarterly  Report, for  the quarter ended  March 31,
2003 (File No. 001-15781), filed with the SEC on May 14, 2003.

      (c) Description of the Registrant's common stock contained in Registrant's
Form 8-A (File No.  001-15781),  as filed with the SEC pursuant to Section 12(g)
of the  Securities  Exchange Act of 1934 (the "Exchange  Act"),  and rule 12b-15
promulgated  thereunder and declared  effective May 12, 2000, as incorporated by
reference from the Company's Form S-1 (File No. 333-32146) declared effective on
May 12, 2000.

      (d) All  documents filed by  the  Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

     ANY STATEMENT  CONTAINED IN THIS REGISTRATION  STATEMENT,  OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.

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ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

The  validity of the Common  Stock  offered  hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Articles X and XI of  the  Registrant's  Certificate of Incorporation provide as
follows:

TENTH:
-----

A.    Each  person  who  was  or is made a party or is  threatened  to be made a
      party to or is  otherwise  involved  in any  action,  suit or  proceeding,
      whether civil,  criminal,  administrative or investigative  (hereinafter a
      "proceeding"),  by reason of the fact that he or she is or was a  Director
      or an Officer of the  Corporation  or is or was  serving at the request of
      the  Corporation  as a  Director,  Officer,  employee  or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to an employee benefit plan (hereinafter an
      "indemnitee"),  whether the basis of such  proceeding is alleged action in
      an official capacity as a Director,  Officer,  employee or agent or in any
      other  capacity while serving as a Director,  Officer,  employee or agent,
      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent  authorized by the Delaware  General  Corporation  Law, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including  attorneys' fees,  judgments,  fines,  ERISA
      excise  taxes or  penalties  and amounts  paid in  settlement)  reasonably
      incurred or suffered by such indemnitee in connection therewith; provided,
      however,  that,  except as provided  in Section C hereof  with  respect to
      proceedings to enforce rights to  indemnification,  the Corporation  shall
      indemnify any such  indemnitee in  connection  with a proceeding  (or part
      thereof)  initiated by such  indemnitee  only if such  proceeding (or part
      thereof) was authorized by the Board of Directors of the Corporation.

B.    The  right to  indemnification  conferred  in Section  A  of this  Article
      TENTH shall include the right to be paid by the  Corporation  the expenses
      incurred  in  defending  any  such  proceeding  in  advance  of its  final
      disposition (hereinafter an "advancement of expenses"); provided, however,
      that, if the Delaware General Corporation Law requires,  an advancement of
      expenses incurred by an indemnitee in his or her capacity as a Director or
      Officer (and not in any other capacity in which service was or is rendered
      by such indemnitee, including, without limitation, services to an employee
      benefit  plan) shall be made only upon delivery to the  Corporation  of an
      undertaking  (hereinafter  an  "undertaking"),  by or on  behalf  of  such
      indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
      determined by final judicial decision from which there is no further right
      to appeal (hereinafter a "final adjudication") that such indemnitee is not
      entitled  to be  indemnified  for such  expenses  under  this  Section  or
      otherwise.  The  rights  to  indemnification  and  to the  advancement  of
      expenses  conferred  in  Sections A and B of this  Article  TENTH shall be
      contract rights and such rights shall continue as to an indemnitee who has
      ceased to be a Director, Officer, employee or agent and shall inure to the
      benefit of the indemnitee's heirs, executors and administrators.

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C.    If  a  claim  under  Section A or B of this  Article  TENTH is not paid in
      full by the  Corporation  within sixty days after a written claim has been
      received  by  the  Corporation,  except  in the  case  of a  claim  for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an  undertaking,  the  indemnitee  shall be  entitled  to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the  indemnitee to enforce a right to an  advancement of
      expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation  shall be entitled to recover such expenses
      upon a final  adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law.  Neither  the  failure  of the  Corporation  (including  its Board of
      Directors,  independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred
      in this  Article TENTH shall not be exclusive of any other right which any
      person may  have or hereafter acquire under any statute, the Corporation's
      Certificate  of  Incorporation, Bylaws, agreement, vote of stockholders or
      Disinterested Directors or otherwise.

E.    The Corporation may maintain insurance, at its  expense, to protect itself
      and any  Director,  Officer,  employee  or  agent  of the  Corporation  or
      subsidiary  or  Affiliate  or  another  corporation,   partnership,  joint
      venture, trust or other enterprise against any expense, liability or loss,
      whether  or not the  Corporation  would have the power to  indemnify  such
      person against such expense,  liability or loss under the Delaware General
      Corporation Law.

F.    The Corporation may, to the extent authorized  from  time  to  time by the
      Board of Directors, grant rights to indemnification and to the advancement
      of expenses to any  employee  or agent of the  Corporation  to the fullest
      extent  of the  provisions  of this  Article  TENTH  with  respect  to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

ELEVENTH: A Director of this  Corporation shall  not be personally liable to the
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Corporation  or its stockholders for monetary damages for  breach  of  fiduciary
duty as a Director,  except for liability: (i) for any breach of  the Director's
duty  of loyalty  to  the  Corporation  or its  stockholders;  (ii) for acts or
omissions  not  in  good faith  or  which  involve  intentional misconduct or a
knowing violation of law; (iii) under Section 174

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of the Delaware General  Corporation Law; or (iv) for any transaction from which
the Director  derived an improper  personal  benefit.  If the  Delaware  General
Corporation Law is amended to authorize  corporate action further eliminating or
limiting the personal  liability of Directors,  then the liability of a Director
of the  Corporation  shall  be  eliminated  or  limited  to the  fullest  extent
permitted by the Delaware General Corporation Law, as so amended.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

Item 8.     Exhibits.

      The following exhibits are  filed with  or incorporated  by reference into
this registration statement on Form S-8 (numbering  corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      (a) List of Exhibits (filed herewith unless otherwise noted)

            4     Berkshire Hills Bancorp, Inc. 2003 Equity Compensation Plan1
            5     Opinion of Muldoon Murphy & Faucette LLP
            23.0  Consent of Muldoon Murphy & Faucette LLP (included in
                  Exhibit 5)
            23.1  Consent of Wolf & Company, P.C.
            24    Powers of Attorney (contained on the signature pages)
-----------------------
1 Incorporated  herein by  reference from  the Appendix A contained in the proxy
statement on Form DEF 14A (SEC No. 001-15781),  filed with  the SEC on March 27,
2003.

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which it offers or sales  are being  made, a
      post-effective amendment to this registration statement:

            (i)   To include any  prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;
            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date  of the registration statement (or the most
                  recent post-effective amendment thereof) which individually or
                  in  the  aggregate,  represent  a  fundamental  change  in the
                  information   set   forth  in  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and
            (iii) To include any material information  with  respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement  or  any  material change to such information in the
                  registration statement.

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      (2)   That,  for  the  purpose  of  determining  any  liability  under the
            Securities  Act of  1933,  each  post-effective  amendment  shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To  remove from  by  means  of a post-effective amendment any of the
            securities that remain unsold at the end of the Offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly  caused  this  Registration Statement to be signed on its behalf by the
undersigned,   thereunto  duly  authorized,  in   Pittsfield, Massachusetts,  on
May 30, 2003.

                            BERKSHIRE HILLS BANCORP, INC.

                            By: /s/ Michael P. Daly
                                ------------------------------
                                Michael P. Daly
                                President, Chief Executive Officer and Director

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       KNOW ALL MEN BY THESE PRESENT,  that each person whose signature  appears
below (other than Mr. Daly) constitutes and appoints Michael P. Daly as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities to sign any or all  amendments to the Form S-8  registration
statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Name                        Title                           Date
    ----                        -----                           ----

/s/ Michael P. Daly       President, Chief Executive               May 30, 2003
----------------------    Officer and Director
Michael P. Daly            (principal executive officer)

/s/ Wayne F. Patenaude    Senior Vice President,                   May 30, 2003
----------------------    Treasurer and Chief Financial
Wayne F. Patenaude        Officer (principal accounting
                          and financial officer)

/s/ Robert A. Wells       Chairman of the Board                    May 30, 2003
----------------------
Robert A. Wells

/s/ Lawrence A. Bossidy   Non-Executive Chairman                   May 30, 2003
-----------------------
Lawrence A. Bossidy

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/s/ Thomas O. Andrews     Director                                 May 30, 2003
---------------------
Thomas O. Andrews

/s/ Thomas R. Dawson      Director                                 May 30, 2003
---------------------
Thomas R. Dawson, CPA

/s/ A. Allen Gray         Director                                 May 30, 2003
-------------------
A. Allen Gray

/s/ Peter J. Lafayette    Director                                 May 30, 2003
-------------------
Peter J. Lafayette

/s/ Edward G. McCormick   Director                                 May 30, 2003
-----------------------
Edward G. McCormick

/s/ Catherine B. Miller   Director                                 May 30, 2003
-----------------------
Catherine B. Miller

/s/ Corydon L. Thurston   Director                                 May 30, 2003
-----------------------
Corydon L. Thurston

/s/ Ann H. Trabulsi       Director                                 May 30, 2003
-----------------------
Ann H. Trabulsi

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EXHIBIT INDEX

                                                                                       Sequentially
                                                                                         Numbered
                                                                                           Page
 Exhibit No.     Description            Method of Filing                                  Location
------------     ---------------------  --------------------------------------------   ------------
4           Berkshire Hills        Incorporated herein by reference from the
                 Bancorp, Inc. 2003     Appendix A contained in the proxy statement
                 Equity Compensation    on Form DEF 14A (SEC No. 001-15781), filed
                 Plan                   with the SEC on March 27, 2003.
     5           Opinion of Muldoon     Filed herewith.
                 Murphy & Faucette
                 LLP
    23.0         Consent of Muldoon     Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP
    23.1         Consent of Wolf &      Filed herewith.
                 Company, P.C.

     24          Power of Attorney      Located on the signature page.
9