UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-14905

BERKSHIRE HATHAWAY INC.
(Exact name of registrant as specified in its charter)

Delaware		47-0813844
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1440 Kiewit Plaza, Omaha, Nebraska 68131
(Address of principal executive office)
(Zip Code)

(402) 346-1400
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.     YES    X    NO       

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X]

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)

Smaller reporting company [  ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES [  ] NO [ X ]

     Number of shares of common stock outstanding as of August 1, 2008:

Class A —    1,071,188
Class B  — 14,341,151

		FORM 10-Q BERKSHIRE HATHAWAY INC.		Q/E 6/30/08

		Page No.
Part I — Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets — June 30, 2008 and December 31, 2007			2
Consolidated Statements of Earnings — Second Quarter and First Six Months 2008 and 2007			3
Condensed Consolidated Statements of Cash Flows — First Six Months 2008 and 2007			4
Notes to Interim Consolidated Financial Statements			5-14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15-27
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			27
Part II — Other Information
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 3. Defaults Upon Senior Securities			27
Item 4. Submission of Matters to a Vote of Security Holders			28
Item 5. Other Information			28
Item 6. Exhibits			28
Signature			28
Exhibit 31 Rule 13a-14(a)/15d-14(a) Certifications			29-30
Exhibit 32 Section 1350 Certifications			31-32

		FORM 10-Q		Q/E 6/30/08

		June 30, 2008				December 31, 2007
		(Unaudited)
ASSETS
Insurance and Other:
Cash and cash equivalents		$	28,148			$	37,703
Investments:
Fixed maturity securities			32,445				28,515
Equity securities			69,507				74,999
Loans and receivables			16,547				13,157
Inventories			7,081				5,793
Property, plant and equipment and leased assets			16,513				9,969
Goodwill			26,916				26,306
Deferred charges reinsurance assumed			3,739				3,987
Other			9,315				7,797
			210,211				208,226
Utilities and Energy:
Cash and cash equivalents			1,002				1,178
Property, plant and equipment			27,195				26,221
Goodwill			5,593				5,543
Other			6,404				6,246
			40,194				39,188
Finance and Financial Products:
Cash and cash equivalents			2,009				5,448
Investments in fixed maturity securities			7,456				3,056
Loans and finance receivables			13,461				12,359
Goodwill			1,015				1,013
Other			3,446				3,870
			27,387				25,746
		$	277,792			$	273,160
LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance and Other:
Losses and loss adjustment expenses		$	56,519			$	56,002
Unearned premiums			8,177				6,680
Life and health insurance benefits			3,999				3,804
Other policyholder liabilities			4,149				4,089
Accounts payable, accruals and other liabilities			12,112				10,672
Notes payable and other borrowings			3,739				2,680
			88,695				83,927
Utilities and Energy:
Accounts payable, accruals and other liabilities			6,347				6,043
Notes payable and other borrowings			18,891				19,002
			25,238				25,045
Finance and Financial Products:
Accounts payable, accruals and other liabilities			2,777				2,931
Derivative contract liabilities			8,432				6,887
Notes payable and other borrowings			13,605				12,144
			24,814				21,962
Income taxes, principally deferred			16,821				18,825
Total liabilities			155,568				149,759
Minority shareholders’ interests			4,230				2,668
Shareholders’ equity:
Common stock — Class A, $5 par value; Class B, $0.1667 par value			8				8
Capital in excess of par value			27,132				26,952
Accumulated other comprehensive income			14,881				21,620
Retained earnings			75,973				72,153
Total shareholders’ equity			117,994				120,733
		$	277,792			$	273,160

See accompanying Notes to Interim Consolidated Financial Statements

		FORM 10-Q		Q/E 6/30/08

		Second Quarter								First Six Months
		2008				2007				2008				2007
		(Unaudited)								(Unaudited)
Revenues:
Insurance and Other:
Insurance premiums earned		$	6,231			$	5,950			$	12,440			$	19,464
Sales and service revenues			17,332				14,758				32,092				27,981
Interest, dividend and other investment income			1,261				1,284				2,445				2,404
Investment gains/losses			242				605				357				1,047
			25,066				22,597				47,334				50,896
Utilities and Energy:
Operating revenues			2,992				3,003				6,348				6,227
Other			43				57				81				106
			3,035				3,060				6,429				6,333
Finance and Financial Products:
Interest income			458				429				896				850
Investment gains/losses			4				4				4				5
Derivative gains/losses			689				319				(952	)			462
Other			841				938				1,557				1,719
			1,992				1,690				1,505				3,036
			30,093				27,347				55,268				60,265
Costs and expenses:
Insurance and Other:
Insurance losses and loss adjustment expenses			3,695				3,176				7,735				14,035
Life and health insurance benefits			452				380				942				815
Insurance underwriting expenses			1,524				1,420				2,921				2,713
Cost of sales and services			14,106				11,985				26,214				22,850
Selling, general and administrative expenses			2,049				1,761				3,909				3,402
Interest expense			40				37				73				80
			21,866				18,759				41,794				43,895
Utilities and Energy:
Cost of sales and operating expenses			2,410				2,408				4,994				4,896
Interest expense			296				280				590				552
			2,706				2,688				5,584				5,448
Finance and Financial Products:
Interest expense			157				152				306				300
Other			893				932				1,660				1,734
			1,050				1,084				1,966				2,034
			25,622				22,531				49,344				51,377
Earnings before income taxes and minority interests			4,471				4,816				5,924				8,888
Income taxes			1,443				1,617				1,851				3,005
Minority shareholders’ interests			148				81				253				170
Net earnings		$	2,880			$	3,118			$	3,820			$	5,713
Average common shares outstanding *			1,548,982				1,545,206				1,548,688				1,544,008
Net earnings per common share *		$	1,859			$	2,018			$	2,467			$	3,700

See accompanying Notes to Interim Consolidated Financial Statements

		FORM 10-Q		Q/E 6/30/08

		First Six Months
		2008				2007
		(Unaudited)
Net cash flows from operating activities		$	4,991			$	7,432
Cash flows from investing activities:
Purchases of fixed maturity securities			(26,754	)			(3,352	)
Purchases of equity securities			(5,513	)			(11,456	)
Sales of fixed maturity securities			11,950				4,454
Redemptions and maturities of fixed maturity securities			6,807				6,265
Sales of equity securities			1,764				2,092
Purchases of loans and finance receivables			(1,045	)			(276	)
Principal collections on loans and finance receivables			370				379
Acquisitions of businesses, net of cash acquired			(5,424	)			(1,218	)
Purchases of property, plant and equipment			(2,538	)			(2,552	)
Other			959				184
Net cash flows from investing activities			(19,424	)			(5,480	)
Cash flows from financing activities:
Proceeds from borrowings of finance businesses			4,118				401
Proceeds from borrowings of utilities and energy businesses			1,047				1,948
Proceeds from other borrowings			84				54
Repayments of borrowings of finance businesses			(2,602	)			(184	)
Repayments of borrowings of utilities and energy businesses			(1,120	)			(217	)
Repayments of other borrowings			(133	)			(551	)
Change in short term borrowings			(107	)			(580	)
Other			(31	)			353
Net cash flows from financing activities			1,256				1,224
Effects of foreign currency exchange rate changes			7				31
Increase (decrease) in cash and cash equivalents			(13,170	)			3,207
Cash and cash equivalents at beginning of year *			44,329				43,743
Cash and cash equivalents at end of first six months *		$	31,159			$	46,950
Supplemental cash flow information:
Cash paid during the period for:
Income taxes		$	1,921			$	1,367
Interest of finance and financial products businesses			257				287
Interest of utilities and energy businesses			592				562
Interest of insurance and other businesses			93				80
Non-cash investing activities:
Investments received in connection with the Equitas reinsurance transaction			—				6,529
Liabilities assumed in connection with acquisitions of businesses			4,309				184

* Cash and cash equivalents are comprised of the following:
Beginning of year —
Insurance and Other		$	37,703			$	37,977
Utilities and Energy			1,178				343
Finance and Financial Products			5,448				5,423
		$	44,329			$	43,743
End of first six months —
Insurance and Other		$	28,148			$	39,936
Utilities and Energy			1,002				1,178
Finance and Financial Products			2,009				5,836
		$	31,159			$	46,950

See accompanying Notes to Interim Consolidated Financial Statements

		FORM 10-Q		Q/E 6/30/08

BERKSHIRE HATHAWAY INC.
and Subsidiaries

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008

Note 1. General

     The accompanying unaudited Consolidated Financial Statements include the accounts of Berkshire Hathaway Inc. (“Berkshire” or “Company”) consolidated with the accounts of all its subsidiaries and affiliates in which Berkshire holds a controlling financial interest as of the financial statement date. Reference is made to Berkshire’s most recently issued Annual Report on Form 10-K (“Annual Report”) that included information necessary or useful to understanding Berkshire’s businesses and financial statement presentations. In particular, Berkshire’s significant accounting policies and practices were presented as Note 1 to the Consolidated Financial Statements included in the Annual Report. Certain amounts in 2007 have been reclassified to conform with the current year presentation. Financial information in this Report reflects any adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to a fair statement of results for the interim periods in accordance with accounting principles generally accepted in the United States (“GAAP”).

     For a number of reasons, Berkshire’s results for interim periods are not normally indicative of results to be expected for the year. The timing and magnitude of catastrophe losses incurred by insurance subsidiaries and the estimation error inherent to the process of determining liabilities for unpaid losses of insurance subsidiaries can be relatively more significant to results of interim periods than to results for a full year. Variations in the amounts and timing of investment gains/losses can cause significant variations in periodic net earnings. Investment gains/losses are recorded when investments are sold, other-than-temporarily impaired or in instances as required under GAAP, when investments are marked-to-market. In addition, changes in the fair value of derivative assets/liabilities associated with derivative contracts that do not qualify for hedge accounting treatment can cause significant variations in periodic net earnings.

Note 2. Business acquisitions

     Berkshire’s long-held acquisition strategy is to purchase businesses with consistent earnings, good returns on equity, able and honest management and at sensible prices. On March 30, 2007, Berkshire acquired TTI, Inc., a privately held electronic components distributor headquartered in Fort Worth, Texas. TTI, Inc. is a leading distributor of passive, interconnect and electromechanical components. Effective April 1, 2007, Berkshire acquired the intimate apparel business of VF Corporation. During 2007, Berkshire also acquired other relatively smaller businesses. Consideration paid for all businesses acquired in 2007 was approximately $1.6 billion.

     On March 18, 2008, Berkshire acquired 60% of Marmon Holdings, Inc. (“Marmon”), a private company owned by trusts for the benefit of members of the Pritzker Family of Chicago for $4.5 billion. In the second quarter of 2008, Berkshire acquired additional shares of Marmon and owned 63.6% at June 30, 2008. Under the terms of the purchase agreement, Berkshire will acquire the remaining minority interests in Marmon over a five to six year period for consideration to be based on the future earnings of Marmon.

     Marmon consists of 125 manufacturing and service businesses that operate independently within diverse business sectors. These sectors are Wire & Cable, serving energy related markets, residential and non-residential construction and other industries; Transportation Services & Engineered Products, including railroad tank cars and intermodal tank containers; Highway Technologies, primarily serving the heavy-duty highway transportation industry; Distribution Services for specialty pipe and steel tubing; Flow Products, producing a variety of metal products and materials for the plumbing, HVAC/R, construction and industrial markets; Industrial Products, including metal fasteners, safety products and metal fabrication; Construction Services, providing the leasing and operation of mobile cranes primarily to the energy, mining and petrochemical markets; Water Treatment equipment for residential, commercial and industrial applications; and Retail Services, providing store fixtures, food preparation equipment and related services. Marmon has approximately 20,000 employees and operates more than 250 manufacturing, distribution and service facilities, primarily in North America, Europe and China.

     A preliminary purchase price allocation related to the Marmon acquisition is summarized below (in millions).

Assets:						Liabilities and net assets:
Cash and cash equivalents		$	217			Accounts payable, accruals and other liabilities		$	1,028
Accounts receivable			970			Notes payable and other borrowings			1,071
Inventories			855			Income taxes, principally deferred			1,797
Property, plant and equipment and leased assets			6,280			Minority shareholders’ interest			1,568
Other, primarily goodwill and intangible assets			1,927			Net assets acquired			4,785
		$	10,249					$	10,249

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 2. Business acquisitions (Continued)

     The results of operations for each of the businesses acquired are included in Berkshire’s consolidated results from the effective date of each acquisition. The following table sets forth certain unaudited pro forma consolidated earnings data for the first six months of 2008 and 2007, as if each acquisition was consummated on the same terms at the beginning of each year. Amounts are in millions, except earnings per share.

		2008				2007
Total revenues		$	56,678			$	64,623
Net earnings			3,867				5,766
Earnings per equivalent Class A common share			2,497				3,734

Note 3. Investments in fixed maturity securities

     Data with respect to investments in fixed maturity securities follows (in millions).

		Insurance and other								Finance and financial products
		June 30, 2008				Dec. 31, 2007				June 30, 2008				Dec. 31, 2007
Amortized cost		$	31,678			$	27,133			$	5,740			$	1,358
Gross unrealized gains			1,196				1,491				99				115
Gross unrealized losses			(429	)			(109	)			(4	)			—
Fair value		$	32,445			$	28,515			$	5,835			$	1,473

     As of June 30, 2008, fixed maturity securities — Insurance and other included $2.4 billion in Federal Home Loan Bank discount notes that when purchased had maturity dates of more than three months but no greater than six months. Fixed maturity securities also included $6.5 billion (Insurance and other — $2.1 billion and Finance and financial products — $4.4 billion) of investment grade auction rate securities and variable rate demand notes issued by various states, municipalities and political subdivisions. The interest rates on these instruments are variable and are periodically reset at up to 35 day intervals. While substantially all of these securities are insured by third parties, acquisitions were limited to securities where Berkshire assessed and concluded that the underlying credit of the issuers was good without the benefit of an insurer’s guarantee. Approximately 80% of these securities were rated A or higher without the benefit of an insurer guarantee and approximately 60% of the remaining securities were not rated on an underlying basis. There were no investments in these securities as of December 31, 2007.

     Certain fixed maturity securities of the finance and financial products businesses are classified as held-to-maturity and are carried at amortized cost. The carrying value and fair value of these investments totaled $1,621 million and $1,767 million at June 30, 2008, respectively. At December 31, 2007, the carrying value and fair value of held-to-maturity securities totaled $1,583 million and $1,758 million, respectively. Gross unrealized losses at June 30, 2008 and December 31, 2007 included $86 million and $60 million, respectively, related to securities that have been in an unrealized loss position for 12 months or more. Berkshire has the ability and intent to hold these securities until fair value recovers.

Note 4. Investments in equity securities

     Data with respect to investments in equity securities follows (in millions).

		June 30,				December 31,
		2008				2007
Total cost			$49,238				$44,695
Gross unrealized gains			24,176				31,289
Gross unrealized losses			(3,907	)			(985	)
Total fair value			$69,507				$74,999

     Gross unrealized losses at June 30, 2008 and December 31, 2007 included $1,867 million and $566 million, respectively, related to individual purchases of securities in which Berkshire had gross unrealized gains of $3.9 billion at June 30, 2008 and $3.2 billion at December 31, 2007 in the same securities. Substantially all of the gross unrealized losses pertain to security positions that have been held for less than 12 months. Berkshire has the ability and intent to hold these securities until fair value recovers.

Note 5. Derivative contracts of finance and financial products businesses

     Berkshire utilizes derivative contracts in order to manage certain economic business risks as well as to assume specified amounts of market risk from others. The contracts summarized in the following table, with limited exceptions, are not designated as hedges for financial reporting purposes. Changes in the fair values of derivative assets and derivative liabilities that do not qualify as hedges are reported in the Consolidated Statements of Earnings as derivative gains/losses. Master netting agreements are utilized to manage counterparty credit risk, where gains and losses are netted across other contracts with that counterparty.

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 5. Derivative contracts of finance and financial products businesses (Continued)

     Under certain circumstances, including a downgrade of its credit rating below specified levels, Berkshire may be required to post collateral against derivative contract liabilities. However, Berkshire is not required to post collateral with respect to most of its credit default and equity index put option contracts and at June 30, 2008 and December 31, 2007, Berkshire had posted no collateral with counterparties as security on these contracts.

     A summary of the fair value and gross notional value of open derivative contracts of finance and financial products businesses follows. Amounts are in millions.

		June 30, 2008												December 31, 2007
										Notional												Notional
		Assets *				Liabilities				Value				Assets *				Liabilities				Value
Credit default obligations		$	13			$	2,178			$	8,792			$	—			$	1,838			$	4,660
Equity index put options			—				5,845				39,878				—				4,610				35,043
Other			242				409								699				439
Derivative contract assets and liabilities		$	255			$	8,432							$	699			$	6,887

Note 6. Fair value measurements

     Effective January 1, 2008, Berkshire adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) with respect to fair value measurements of financial assets and liabilities. Under SFAS 157, fair value is the price to sell an asset or transfer a liability between market participants as of the measurement date. Fair value measurements assume the asset or liability is exchanged in an orderly manner; the exchange is in the principal market for that asset or liability (or in the most advantageous market when no principal market exists); and the market participants are independent, knowledgeable, able and willing to transact an exchange. SFAS 157 also clarifies that the reporting entity’s nonperformance risk (credit risk) should be considered in valuing liabilities.

     SFAS 157 establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

     Financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2008 are summarized in the following table by the type of inputs applicable to the fair value measurements (in millions).

						Quoted				Significant Other				Significant
		Total				Prices				Observable Inputs				Unobservable Inputs
		Fair Value				(Level 1)				(Level 2)				(Level 3)
Insurance and other:
Investments in fixed maturity securities		$	32,445			$	5,952			$	26,256			$	237
Investments in equity securities			69,507				69,098				93				316
Finance and financial products:
Investments in fixed maturity securities			7,602				35				7,425				142
Net derivative contract liabilities			8,177				—				154				8,023

     A description of the inputs used in the valuation of assets and liabilities reflected in the preceding table follows:

     Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets.

Level 2 – Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves that are observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 6. Fair value measurements (Continued)

Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the asset or liability or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing an asset or liability.

     A reconciliation of assets and liabilities measured at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) from January 1, 2008 to June 30, 2008 follows (in millions).

		Insurance and other								Finance and financial products
		Investments								Investments				Net
		in fixed				Investments				in fixed				derivative
		maturity				in equity				maturity				contract
		securities				securities				securities				liabilities
Balance at January 1, 2008		$	239			$	356			$	154			$	(6,448	)
Gains (losses) included in:
Earnings *			9				—				—				(1,014	)
Other comprehensive income			(7	)			(40	)			(12	)			—
Purchases, issuances and settlements			(12	)			—				—				(561	)
Transfers into (out of) Level 3			8				—				—				—
Balance at June 30, 2008		$	237			$	316			$	142			$	(8,023	)

     Effective January 1, 2008, Berkshire adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115,” which permits entities to elect to measure eligible items at fair value at specified dates. Berkshire did not elect the fair value option for any eligible items.

Note 7. Loans and receivables

     Receivables of insurance and other businesses are comprised of the following (in millions).

		June 30,				December 31,
		2008				2007
Insurance premiums receivable		$	5,612			$	4,215
Reinsurance recoverables			3,187				3,171
Trade and other receivables			8,186				6,127
Allowances for uncollectible accounts			(438	)			(356	)
		$	16,547			$	13,157

     Loans and finance receivables of finance and financial products businesses are comprised of the following (in millions).

		June 30,				December 31,
		2008				2007
Consumer installment loans and finance receivables		$	12,630			$	11,506
Commercial loans and finance receivables			1,005				1,003
Allowances for uncollectible loans			(174	)			(150	)
		$	13,461			$	12,359

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 8. Property, plant and equipment of utilities and energy businesses

     Property, plant and equipment of the utilities and energy businesses are summarized as follows (in millions).

		Ranges of
		estimated				June 30,				December 31,
		useful life				2008				2007
Utility generation, distribution and transmission system		5-85 years				$	31,747			$	30,369
Interstate pipeline assets		3-67 years					5,439				5,484
Independent power plants and other assets		3-30 years					1,344				1,330
Construction in progress			—				1,701				1,745
							40,231				38,928
Accumulated depreciation and amortization							(13,036	)			(12,707	)
						$	27,195			$	26,221

     The utility generation, distribution and transmission system and interstate pipeline assets are the regulated assets of public utility and natural gas pipeline subsidiaries. At June 30, 2008 and December 31, 2007, accumulated depreciation and amortization related to regulated assets totaled $12.6 billion and $12.3 billion, respectively. Substantially all of the construction in progress at June 30, 2008 and December 31, 2007 related to the construction of regulated assets.

Note 9. Inventories

     Inventories are comprised of the following (in millions).

		June 30,				December 31,
		2008				2007
Raw materials		$	1,168			$	897
Work in process and other			698				479
Finished manufactured goods			2,468				1,781
Purchased goods			2,747				2,636
		$	7,081			$	5,793

Note 10. Income taxes, principally deferred

     The liability for income taxes as of June 30, 2008 and December 31, 2007 as reflected in the accompanying Consolidated Balance Sheets is as follows (in millions).

		June 30,				December 31,
		2008				2007
Payable currently		$	67			$	(182	)
Deferred			15,965				18,156
Other			789				851
		$	16,821			$	18,825

Note 11. Notes payable and other borrowings

     Notes payable and other borrowings of Berkshire and its subsidiaries are summarized below (in millions).

		June 30,				December 31,
		2008				2007
Insurance and other:
Issued or guaranteed by Berkshire		$	1,724			$	1,682
Issued by subsidiaries and not guaranteed by Berkshire *			2,015				998
		$	3,739			$	2,680

*    At June 30, 2008, includes borrowings of $1.1 billion of Marmon. (See Note 2).

		June 30,				December 31,
		2008				2007
Utilities and energy:
Issued by MidAmerican and its subsidiaries and not guaranteed by Berkshire:
MidAmerican senior unsecured debt		$	5,573			$	5,471
Subsidiary and project debt			13,012				13,227
Other			306				304
		$	18,891			$	19,002

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 11. Notes payable and other borrowings (Continued)

     Subsidiary and project debt of utilities and energy businesses represents amounts issued by subsidiaries of MidAmerican pursuant to separate project financing agreements. All or substantially all of the assets of certain utility subsidiaries are or may be pledged or encumbered to support or otherwise secure the debt. These borrowing arrangements generally contain various covenants including, but not limited to, leverage ratios, interest coverage ratios and debt service coverage ratios. As of June 30, 2008, MidAmerican and its subsidiaries were in compliance with all applicable covenants. During the first six months of 2008, MidAmerican and its subsidiaries issued $1.0 billion of notes maturing in 2018 and repaid term debt of $1.1 billion. An additional $879 million of debt is scheduled to be repaid over the remainder of 2008.

		June 30,				December 31,
		2008				2007
Finance and financial products:
Issued by Berkshire Hathaway Finance Corporation (“BHFC”) and guaranteed by Berkshire			$10,829				$  8,886
Issued by other subsidiaries and guaranteed by Berkshire			778				804
Issued by other subsidiaries and not guaranteed by Berkshire			1,998				2,454
			$13,605				$12,144

     During 2008, BHFC issued $4.0 billion of senior notes with maturities ranging from 2011 to 2018, and repaid $2.05 billion of maturing notes. An additional $1.05 billion of BHFC notes mature on October 15, 2008. Borrowings by BHFC are used to provide financing for consumer installment loans.

Note 12. Common stock

     The following table summarizes Berkshire’s common stock activity during the first six months of 2008.

		Class A common stock				Class B common stock
		(1,650,000 shares authorized)				(55,000,000 shares authorized)
		Issued and Outstanding				Issued and Outstanding
Balance at December 31, 2007			1,081,024				14,000,080
Common stock issued			955				17,262
Conversions of Class A common stock to Class B common stock			(8,954	)			268,620
Balance at June 30, 2008			1,073,025				14,285,962

     Each share of Class A common stock is convertible, at the option of the holder, into thirty shares of Class B common stock. Class B common stock is not convertible into Class A common stock. Class B common stock has economic rights equal to one-thirtieth (1/30) of the economic rights of Class A common stock. Accordingly, on an equivalent Class A common stock basis, there are 1,549,224 shares outstanding at June 30, 2008 and 1,547,693 shares outstanding at December 31, 2007. Each Class A common share is entitled to one vote per share. Each Class B common share possesses the voting rights of one-two-hundredth (1/200) of the voting rights of a Class A share. Class A and Class B common shares vote together as a single class. In January 2008, Berkshire issued 955 shares of Class A common stock to acquire certain minority shareholder interests in MidAmerican.

Note 13. Comprehensive income

     Berkshire’s comprehensive income for the second quarter and first six months of 2008 and 2007 is shown in the table below (in millions).

		Second Quarter								First Six Months
		2008				2007				2008				2007
Net earnings		$	2,880			$	3,118			$	3,820			$	5,713
Other comprehensive income:
Increase (decrease) in unrealized appreciation of investments			(6,690	)			2,637				(10,688	)			771
Applicable income taxes and minority interests			2,378				(929	)			3,798				(270	)
Other			16				218				119				265
Applicable income taxes and minority interests			6				(41	)			32				(59	)
			(4,290	)			1,885				(6,739	)			707
Comprehensive income (loss)		$	(1,410	)		$	5,003			$	(2,919	)		$	6,420

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 14. Equitas reinsurance agreement

     Effective March 30, 2007, the Berkshire Hathaway Reinsurance Group’s lead insurance entity, National Indemnity Company (“NICO”) and Equitas, a London based entity established to reinsure and manage the 1992 and prior years’ non-life insurance and reinsurance liabilities of the Names or Underwriters at Lloyd’s of London, entered into an agreement for NICO to initially provide up to $5.7 billion and to potentially provide up to an additional $1.3 billion of reinsurance to Equitas in excess of its undiscounted loss and allocated loss adjustment expense reserves as of March 31, 2006. NICO received substantially all of Equitas’ assets as consideration under the arrangement. The fair value of such consideration was $7.1 billion which included cash and miscellaneous receivables ($540 million) plus a combination of fixed maturity and equity securities which were delivered in April 2007. The cash and miscellaneous receivables received are included in the accompanying Condensed Consolidated Statement of Cash Flows for 2007 as components of operating cash flows. The investment securities received are reported as a non-cash investing activity. The Consolidated Statement of Earnings for the first six months of 2007 includes premiums earned of $7.1 billion and losses incurred of $7.1 billion from this transaction.

Note 15. Pension plans

     The components of net periodic pension expense for the second quarter and first six months of 2008 and 2007 are as follows (in millions).

		Second Quarter								First Six Months
		2008				2007				2008				2007
Service cost		$	44			$	51			$	91			$	101
Interest cost			115				108				227				219
Expected return on plan assets			(121	)			(109	)			(236	)			(218	)
Amortization of prior service costs and gains/losses			1				18				10				34
		$	39			$	68			$	92			$	136

Note 16. Accounting pronouncements to be adopted in the future

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R changes the accounting model for business combinations from a cost allocation standard to a standard that provides, with limited exceptions, for the recognition at fair value of all identifiable assets and liabilities of the business acquired, regardless of whether 100% or a lesser controlling interest of the business is acquired. SFAS 141R defines the acquisition date of a business acquisition as the date on which control is achieved (generally the closing date of the acquisition). SFAS 141R requires the recognition of assets and liabilities arising from contractual and non-contractual contingencies meeting a “more-likely-than-not” threshold at fair value at the acquisition date. SFAS 141R also provides that acquisition costs are expensed when incurred and expands disclosures. SFAS 141R is effective for business acquisitions with acquisition dates on or after January 1, 2009.

     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for non-controlling interests in consolidated subsidiaries (formerly “minority interests”) and for the deconsolidation of a subsidiary and also amends certain consolidation procedures for consistency with SFAS 141R. Under SFAS 160, non-controlling interests are reported in the consolidated statement of financial position as a separate component within shareholders’ equity. Net earnings and comprehensive income attributable to controlling and non-controlling interests are to be shown separately in the consolidated statements of earnings and comprehensive income. Any changes in ownership interests of a non-controlling interest where the parent retains a controlling interest are to be reported as equity transactions. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. When adopted, SFAS 160 is to be applied prospectively at the beginning of the year, except that the presentation and disclosure requirements are applied retrospectively for all periods presented.

     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

     In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts” (“SFAS 163”). SFAS 163 clarifies accounting standards applicable to financial guarantee insurance contracts and specifies certain disclosures. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except certain disclosures are effective for periods beginning after June 30, 2008.

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 16. Accounting pronouncements to be adopted in the future (Continued)

     Berkshire is evaluating the impact that these pronouncements will have on its consolidated financial statements but currently does not anticipate that the adoption of these pronouncements will have a material effect on its consolidated financial statements.

Note 17. Business segment data

     Berkshire’s consolidated segment data for the second quarter and first six months of 2008 and 2007 is as follows (in millions).

		Revenues
		Second Quarter								First Six Months
Operating Businesses:		2008				2007				2008				2007
Insurance group:
Premiums earned:
GEICO		$	3,086			$	2,939			$	6,118			$	5,797
General Re			1,488				1,494				3,192				3,096
Berkshire Hathaway Reinsurance Group			1,156				1,022				2,140				9,602
Berkshire Hathaway Primary Group			501				495				990				969
Investment income			1,221				1,247				2,320				2,334
Total insurance group			7,452				7,197				14,760				21,798
Finance and financial products			1,303				1,371				2,461				2,574
Marmon *			1,901				—				2,166				—
McLane Company			7,269				6,933				14,258				13,556
MidAmerican			3,035				3,060				6,429				6,333
Shaw Industries			1,337				1,407				2,561				2,692
Other businesses			6,986				6,647				13,377				12,166
			29,283				26,615				56,012				59,119
Reconciliation of segments to consolidated amount:
Investment and derivative gains/losses			935				928				(591	)			1,516
Eliminations and other			(125	)			(196	)			(153	)			(370	)
		$	30,093			$	27,347			$	55,268			$	60,265

		Earnings before taxes
		and minority interests
		Second Quarter								First Six Months
Operating Businesses:		2008				2007				2008				2007
Insurance group:
Underwriting:
GEICO		$	298			$	325			$	484			$	620
General Re			102				230				144				260
Berkshire Hathaway Reinsurance Group			79				356				108				909
Berkshire Hathaway Primary Group			81				63				106				112
Net investment income			1,204				1,236				2,293				2,314
Total insurance group			1,764				2,210				3,135				4,215
Finance and financial products			254				277				495				519
Marmon *			261				—				289				—
McLane Company			68				72				141				130
MidAmerican			329				372				845				885
Shaw Industries			82				111				133				202
Other businesses			874				904				1,567				1,536
			3,632				3,946				6,605				7,487
Reconciliation of segments to consolidated amount:
Investment and derivative gains/losses			935				928				(591	)			1,516
Interest expense, excluding interest allocated to business segments			(9	)			(12	)			(17	)			(27	)
Eliminations and other			(87	)			(46	)			(73	)			(88	)
		$	4,471			$	4,816			$	5,924			$	8,888

* Includes results from the acquisition date of March 18, 2008.

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 18. Contingencies

     Berkshire and its subsidiaries are parties in a variety of legal actions arising out of the normal course of business. In particular, such legal actions affect Berkshire’s insurance and reinsurance businesses. Such litigation generally seeks to establish liability directly through insurance contracts or indirectly through reinsurance contracts issued by Berkshire subsidiaries. Plaintiffs occasionally seek punitive or exemplary damages. Berkshire does not believe that such normal and routine litigation will have a material effect on its financial condition or results of operations. Berkshire and certain of its subsidiaries are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines and penalties in substantial amounts.

     a) Governmental Investigations

     Berkshire, General Re Corporation (“General Re”) and certain of Berkshire’s insurance subsidiaries, including General Reinsurance Corporation (“General Reinsurance”) and National Indemnity Company (“NICO”) have been continuing to cooperate fully with the U.S. Securities and Exchange Commission (“SEC”), the U.S. Department of Justice, the U.S. Attorney for the Eastern District of Virginia and the New York State Attorney General (“NYAG”) in their ongoing investigations of non-traditional products. General Re originally received subpoenas from the SEC and NYAG in January 2005. Berkshire, General Re, General Reinsurance and NICO have been providing information to the government relating to transactions between General Reinsurance or NICO (or their respective subsidiaries or affiliates) and other insurers in response to the January 2005 subpoenas and related requests and, in the case of General Reinsurance (or its subsidiaries or affiliates), in response to subpoenas from other U.S. Attorneys conducting investigations relating to certain of these transactions. In particular, Berkshire and General Re have been responding to requests from the government for information relating to certain transactions that may have been accounted for incorrectly by counterparties of General Reinsurance (or its subsidiaries or affiliates). The government has interviewed a number of current and former officers and employees of General Re and General Reinsurance as well as Berkshire’s Chairman and CEO, Warren E. Buffett, in connection with these investigations.

     In one case, a transaction initially effected with American International Group (“AIG”) in late 2000 (the “AIG Transaction”), AIG has corrected its prior accounting for the transaction on the grounds, as stated in AIG’s 2004 10-K, that the transaction was done to accomplish a desired accounting result and did not entail sufficient qualifying risk transfer to support reinsurance accounting. General Reinsurance has been named in related civil actions brought against AIG. As part of their ongoing investigations, governmental authorities have also inquired about the accounting by certain of Berkshire’s insurance subsidiaries for certain assumed and ceded finite reinsurance transactions.

     In June 2005, John Houldsworth, the former Chief Executive Officer of Cologne Reinsurance Company (Dublin) Limited (“CRD”), a subsidiary of General Re, and Richard Napier, a former Senior Vice President of General Re who had served as an account representative for the AIG account, each pleaded guilty to a federal criminal charge of conspiring with others to misstate certain AIG financial statements in connection with the AIG Transaction and entered into a partial settlement agreement with the SEC with respect to such matters.

     On February 25, 2008, Ronald Ferguson, General Re’s former Chief Executive Officer, Elizabeth Monrad, General Re’s former Chief Financial Officer, Christopher Garand, a former General Reinsurance Senior Vice President and Robert Graham, a former General Reinsurance Senior Vice President and Assistant General Counsel, were each convicted in a trial in the U.S. District Court for the District of Connecticut on charges of conspiracy, mail fraud, securities fraud and making false statements to the SEC in connection with the AIG Transaction. These individuals have the right to appeal their convictions. Following their convictions, each of these individuals agreed to a judgment on a forfeiture allegation which required them to be jointly and severally liable for a payment of $5 million to the U.S. government. This $5 million amount, which represented the fee received by General Reinsurance in connection with the AIG Transaction, was paid by General Reinsurance in April 2008. Each of these individuals, who had previously received a “Wells” notice in 2005 from the SEC, is also the subject of an SEC enforcement action for allegedly aiding and abetting AIG’s violations of the antifraud provisions and other provisions of the federal securities laws in connection with the AIG Transaction. The SEC case is presently stayed. Joseph Brandon, who resigned as the Chief Executive Officer of General Re effective on April 14, 2008, also received a “Wells” notice from the SEC in 2005.

     Berkshire understands that the government is evaluating the actions of General Re and its subsidiaries to determine whether General Re or its subsidiaries conspired with others to misstate counterparty financial statements or aided and abetted such misstatements by the counterparties. Berkshire believes that government authorities are continuing to evaluate possible legal actions against General Re and its subsidiaries.

		FORM 10-Q		Q/E 6/30/08

Notes To Interim Consolidated Financial Statements (Continued)

Note 18. Contingencies (Continued)

     Various state insurance departments have issued subpoenas or otherwise requested that General Reinsurance, NICO and their affiliates provide documents and information relating to non-traditional products. The Office of the Connecticut Attorney General has also issued a subpoena to General Reinsurance for information relating to non-traditional products. General Reinsurance, NICO and their affiliates have been cooperating fully with these subpoenas and requests.

     CRD is also providing information to and cooperating fully with the Irish Financial Services Regulatory Authority in its inquiries regarding the activities of CRD. The Office of the Director of Corporate Enforcement in Ireland is conducting a preliminary evaluation in relation to CRD concerning, in particular, transactions between CRD and AIG. CRD is cooperating fully with this preliminary evaluation.

     Berkshire cannot at this time predict the outcome of these matters and is unable to estimate a range of possible loss and cannot predict whether or not the outcomes will have a material adverse effect on Berkshire’s business or results of operations for at least the quarterly period when these matters are completed or otherwise resolved.

     b) Civil Litigation

     Reference is made to Note 19 to the Annual Report on Form 10-K for the year ended December 31, 2007 for detailed discussion of such actions. There have been no material developments related to such actions since December 31, 2007.

		FORM 10-Q		Q/E 6/30/08

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

     Net earnings for the second quarter and first six months of 2008 and 2007 are disaggregated in the table that follows. Amounts are after deducting minority interests and income taxes. Amounts are in millions.

		Second Quarter								First Six Months
		2008				2007				2008				2007
Insurance – underwriting		$	360			$	632			$	541			$	1,233
Insurance – investment income			884				862				1,686				1,610
Utilities and energy			208				231				524				524
Manufacturing, service and retailing			719				645				1,206				1,091
Finance and financial products			159				173				306				328
Other			(60	)			(33	)			(62	)			(63	)
Investment and derivative gains/losses			610				608				(381	)			990
Net earnings		$	2,880			$	3,118			$	3,820			$	5,713

     Berkshire’s operating businesses are managed on an unusually decentralized basis. There are essentially no centralized or integrated business functions (such as sales, marketing, purchasing, legal or human resources) and there is minimal involvement by Berkshire’s corporate headquarters in the day-to-day business activities of the operating businesses. Berkshire’s corporate office management participates in and is ultimately responsible for significant capital allocation decisions, investment activities and the selection of the Chief Executive to head each of the operating businesses. The business segment data (Note 17 to the Interim Consolidated Financial Statements) should be read in conjunction with this discussion.

        Insurance — Underwriting

     A summary follows of underwriting results from Berkshire’s insurance businesses for the second quarter and first six months of 2008 and 2007. Amounts are in millions.

		Second Quarter								First Six Months
		2008				2007				2008				2007
Underwriting gain attributable to:
GEICO		$	298			$	325			$	484			$	620
General Re			102				230				144				260
Berkshire Hathaway Reinsurance Group			79				356				108				909
Berkshire Hathaway Primary Group			81				63				106				112
Pre-tax underwriting gain			560				974				842				1,901
Income taxes and minority interests			200				342				301				668
Net underwriting gain		$	360			$	632			$	541			$	1,233

     Berkshire engages in both primary insurance and reinsurance of property and casualty risks. Through General Re, Berkshire also reinsures life and health risks. In primary insurance activities, Berkshire subsidiaries assume defined portions of the risks of loss from persons or organizations that are directly subject to the risks. In reinsurance activities, Berkshire subsidiaries assume defined portions of similar or dissimilar risks that other insurers or reinsurers have subjected themselves to in their own insuring activities. Berkshire’s principal insurance and reinsurance businesses are: (1) GEICO, (2) General Re, (3) Berkshire Hathaway Reinsurance Group and (4) Berkshire Hathaway Primary Group.

     Berkshire’s management views insurance businesses as possessing two distinct operations — underwriting and investing. Underwriting decisions are the responsibility of the unit managers; investing decisions are the responsibility of Berkshire’s Chairman and CEO, Warren E. Buffett, except for selected investment portfolios which are the responsibility of investment managers at GEICO and General Re. Accordingly, Berkshire evaluates performance of underwriting operations without any allocation of investment income.

     A significant marketing strategy followed by Berkshire’s insurance businesses is the maintenance of extraordinary capital strength. Combined statutory surplus of Berkshire’s insurance businesses totaled approximately $62 billion at December 31, 2007. This superior capital strength creates opportunities, especially with respect to reinsurance activities, to negotiate and enter into insurance and reinsurance contracts specially designed to meet the unique needs of insurance and reinsurance buyers.

     Periodic underwriting results are affected significantly by changes in estimates for unpaid losses and loss adjustment expenses, including amounts established for occurrences in prior years. In addition, the timing and amount of catastrophe losses produce significant volatility in periodic underwriting results. Hurricanes and tropical storms affecting the United States and Caribbean tend to occur between June and December. Except for retroactive reinsurance business, underwriting operations are managed with the objective of earning net underwriting gains over the long term.

	FORM 10-Q	Q/E 6/30/08

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

          Insurance — Underwriting (Continued)

     Berkshire believes that underwriting gains in 2008 will be substantially lower than in 2007 as price competition has steadily increased over the past two years in most property and casualty markets. In addition, Berkshire’s property and casualty reinsurance operations have benefited during the past two years from relatively low levels of catastrophe losses, which investors should not assume will recur in 2008. Additional information regarding Berkshire’s insurance and reinsurance operations follows.

     GEICO

     GEICO primarily provides private passenger automobile coverages to insureds in 49 states and the District of Columbia. GEICO policies are marketed mainly by direct response methods in which customers apply for coverage directly to the company via the Internet, over the telephone or through the mail. This is a significant element in GEICO’s strategy to be a low cost insurer. In addition, GEICO strives to provide excellent service to customers, with the goal of establishing long-term customer relationships. GEICO’s pre-tax underwriting results for the second quarter and first six months of 2008 and 2007 are summarized in the table below. Dollar amounts are in millions.

		Second Quarter																First Six Months
		2008								2007								2008								2007
		Amount				%				Amount				%				Amount				%				Amount				%
Premiums earned		$	3,086				100.0			$	2,939				100.0			$	6,118				100.0			$	5,797				100.0
Losses and loss expenses			2,233				72.4				2,095				71.3				4,518				73.9				4,138				71.4
Underwriting expenses			555				18.0				519				17.6				1,116				18.2				1,039				17.9
Total losses and expenses			2,788				90.4				2,614				88.9				5,634				92.1				5,177				89.3
Pre-tax underwriting gain		$	298							$	325							$	484							$	620