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~~PURSUANT ofTO ~~Report~~SECTION 13 OR 15(~~Date~~D) ofOF THE ~~earliest~~SECURITIES ~~event~~EXCHANGE ~~reported):~~ACT ~~June 20,~~OF ~~2011~~1934

Date of Report (Date of earliest event reported): July 13, 2011

LEGACY BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-51525	20-3135053
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
(State or Other Jurisdiction	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)
99 North Street, Pittsfield, Massachusetts		01201
(Address of Principal Executive Offices)		(Zip Code)

99 North Street, Pittsfield, Massachusetts		01201
(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)

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 (see General Instruction A.2. below):

o		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 (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement

AOn ~~Special~~July 13, ~~Meeting~~2011, Berkshire ofHills ~~Stockholders~~Bancorp, Inc. (“Berkshire”) and Legacy Banks, the banking subsidiary of Legacy Bancorp, Inc. (~~the~~ “~~Company~~Legacy”), ~~was~~entered ~~held~~into ona ~~June~~Purchase and Assumption Agreement to sell approximately $158 20million of deposits, $45.0 million in loans and four Massachusetts bank ~~2011~~branches ~~(the~~in Berkshire County to NBT Bank, NA (“~~Special~~NBT ~~Meeting~~Bank”)., ~~The~~a ~~matters~~subsidiary ~~listed~~of ~~below~~NBT ~~were~~Bancorp ~~submitted~~Inc., tofor a deposit ~~vote~~premium of 6.0% with assets transferred at net book value (the ~~stockholders~~“Branch Sale”). NBT Bank ~~through~~expects ~~the~~to ~~solicitation~~offer employment to all branch employees. On December 21, 2010, Legacy and Berkshire Hills entered into an Agreement and Plan of ~~proxies~~Merger, pursuant to which Legacy will merge with and into ~~the~~Berkshire, ~~proposals~~with ~~are~~Berkshire ~~described~~as inthe ~~detail~~surviving incorporation (the ~~Company’s~~“Merger”). The Merger is expected to be completed on or about July 21, 2011, pending final ~~Proxy~~regulatory ~~Statement/Prospectus~~approval. ~~filed~~The ~~pursuant~~Branch Sale by Legacy Banks was a result of a plan proposed by Berkshire to ~~Rule 424(b)(3)~~deal with certain anticompetitive issues. The United States Department of Justice has granted its approval of the ~~Securities~~Branch ~~and~~Sale. ~~Exchange~~As ~~Commission~~part of the Merger consideration, Legacy stockholders are expected to receive approximately $0.15 per share from the Branch Sale. The Branch Sale, which is expected to close on ~~May 23~~or about October 31, 2011, has received approvals from the Boards of Directors of Legacy Banks, Berkshire, Berkshire Bank and NBT Bank. The ~~final~~acquisition ~~results~~by ofNBT ~~the~~Bank ~~stockholder~~remains ~~votes~~subject ~~are~~to asregulatory ~~follows:~~approval and other customary closing conditions.

~~Proposal~~ The 1foregoing —description Toof ~~consider~~the Purchase and ~~vote~~Assumption ~~upon~~Agreement adoes ~~proposal~~not purport to ~~adopt~~be complete and is qualified in its entirety by reference to the ~~Agreement~~Purchase and ~~Plan~~Assumption ~~of Merger~~Agreement, ~~dated~~which asis offiled ~~December~~as Exhibit ~~21,~~2.1 ~~2010,~~to bythis ~~and~~Current ~~between~~Report ~~Berkshire~~on ~~Hills~~Form ~~Bancorp~~8-K, ~~Inc.~~ and ~~Legacy~~is ~~Bancorp,~~incorporated into this ~~Inc~~report by reference., ~~and~~A ~~thereby~~press torelease ~~approve~~announcing the ~~transactions~~entry ~~contemplated~~into by the ~~merger~~Purchase ~~agreement,~~and ~~including the~~Assumption ~~merger~~Agreement ofis ~~Legacy~~attached ~~Bancorp,~~as ~~Inc~~Exhibit 99.1 ~~with~~to ~~and~~this ~~into~~Current ~~Berkshire~~Report ~~Hills~~on ~~Bancorp,~~Form ~~Inc~~8-K.

The stockholders approved the Agreement and Plan of Merger as follows:

For			4,854,948
Against			34,708
Abstain			2,825

Proposal 2 — To approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger.

The stockholders approved the proposal as follows:

For			4,247,719
Against			146,836
Abstain			497,926

Item 8.01 Other Events

The Company and Berkshire Hills Bancorp, Inc. issued a joint press release in conjunction with each company’s Special Meeting of Stockholders on June 20, 2011. A copy of the press release is attached as Exhibit 99.1 to this report

Item 9.01. Financial Statements and Exhibits

(a) Financial ~~Statements~~statements of ~~Business~~businesses ~~Acquired~~acquired. Not Applicable. (b) Pro ~~Forma~~forma ~~Financial~~financial ~~Information~~information. Not Applicable. (c) Shell ~~Company~~company ~~Transactions.~~transactions: Not Applicable. (d) Exhibits: 2.1 Purchase and Assumption Agreement dated as of July 13, 2011, by and among Legacy Banks, NBT Bank, NA and Berkshire Hills Bancorp, Inc., solely with respect to Section 7.10

Exhibit No.		Description
99.1		Joint Press Release issued in conjunction with the Special Meetings of Stockholders of Berkshire Hills Bancorp, Inc. and Legacy Bancorp, Inc.

99.1

Press Release dated July 13, 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.~~		Legacy Bancorp, Inc.
DATE: June 20, 2011	By:	/s/ J. Williar Dunlaevy
DATE: July 13, 2011		By:	/s/ J. Williar Dunlaevy
		~~J. Williar Dunlaevy~~	J. Williar Dunlaevy
		~~Chairman and Chief Executive Officer~~	Chairman and Chief Executive Officer

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