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): ~~April~~May 2817, 2011

LEGACY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51525	20-3135053
State of Other Jurisdiction	Commission File Number	I.R.S. Employer
of Incorporation		Identification Number


Delaware State of Other Jurisdiction of Incorporation		000-51525 Commission File Number		20-3135053 I.R.S. Employer Identification Number

99 North Street, Pittsfield, Massachusetts 01201 (Address of principal executive offices) (Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (413) 443-4421

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oþ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

~~Item 2.02.~~o ~~Results~~Soliciting ofmaterial ~~Operation~~pursuant ~~and~~to ~~Financial~~Rule ~~Condition~~14a-12 under the Exchange Act (17CFR240. 14a-12)

Ono ~~April 28,~~Pre-commencement ~~2011,~~communications ~~Legacy~~pursuant ~~Bancorp,~~to ~~Inc.~~Rule 14d-2(~~the “Company”~~b) ~~the~~under ~~holding company for Legacy Banks, issued a press release announcing its financial results for~~ the ~~first~~Exchange ~~quarter~~Act ~~2011~~(17CFR240. The Company will conduct a conference call at 10:00 p.m. Eastern Time on April 29, 2011 to discuss the results for the quarter ended March 31, 2011. Instructions on how to access the call are contained in the press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. 14d-2(b))

~~Item 9.01~~o ~~Financial~~Pre-commencement ~~Statements~~communications ~~And~~pursuant ~~Exhibits~~ to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

~~(d) Attached~~Item ~~as Exhibit 99.~~1.01 isEntry ~~the~~into ~~press~~a ~~release~~Material ~~issued~~Definitive ~~by the Company on April 28, 2011.~~ Agreement

~~SIGNATURE~~ On May 17, 2011, Berkshire Hills Bancorp, Inc. (“Berkshire Hills”), holding company of Berkshire Bank, and Legacy Bancorp, Inc. (“Legacy”), holding company of Legacy Banks, entered into a Letter of Agreement with the United States Department of Justice (“DOJ”) regarding the divesture of four (4) Legacy Banks branches located in Berkshire County, Massachusetts (“LOA”). The planned branch divestiture is occurring in connection with the pending acquisition of Legacy by Berkshire Hills. The four Legacy branches subject to the divestiture agreement had aggregate deposits of $158.1 million as of June 30, 2010. The divesture is designed to resolve any competitive concerns raised by the DOJ concerning the pending merger. The pending merger is also subject to the approval or non-objection of the Commonwealth of Massachusetts, Federal Deposit Insurance Corporation, Office of Thrift Supervision and the stockholders of Berkshire Hills and Legacy.

~~Pursuant~~The LOA provides, among other things, that the parties will take certain required steps to sell the ~~requirements~~identified branches to a competitively suitable purchaser or purchasers, which purchaser or purchasers will be subject to the prior approval of the ~~Securities~~DOJ. ~~Exchange~~The ~~Act~~agreement ofprovides that ~~1934~~the parties will preserve, maintain and continue to operate the ~~registrant~~subject ~~has~~branches ~~duly~~prior to ~~caused~~consummation ~~this~~of ~~report~~the divestiture to bean ~~signed~~approved onpurchaser ~~its~~or ~~behalf~~purchasers. The LOA also provides that the parties will execute an agreement to divest the branches prior to the consummation of the merger and such divestiture must occur within 180 days after the consummation of the merger and, if not complete by such time, the ~~undersigned~~branches ~~hereunto~~will ~~duly~~be ~~authorized~~transferred to an independent trustee for sale. Additionally, the agreement requires that if the parties determine to discontinue retail banking services at any branch located in Berkshire County within two years following the merger, the parties will notify the DOJ and sell or lease such branch to an FDIC insured institution. A divestiture statement identifying the subject branches and other information is available on the website of each party.


Item 9.01.		Financial Statements and Exhibits

~~EXHIBIT~~(a) ~~INDEX~~ Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. None.

99A.1 ~~Press release issued by the Company on April 28, 2011.~~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.


	Legacy Bancorp, Inc.
DATE: May 18, 2011	By:	/s/ J. Williar Dunlaevy
		J. Williar Dunlaevy
		Chairman and Chief Executive Officer

LEGACY BANCORP, INC.

Date: April 28, 2011

/s/ J. Williar Dunlaevy

J. Williar Dunlaevy

Chairman and Chief Executive Officer

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