S-4

As filed with the Securities and Exchange Commission on December 30, 2003

Registration No. 333-[       ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Berkshire Hathaway Finance Corporation

(Exact Name of Registrants as Specified in their Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 45-0524698
(I.R.S. Employer
Identification Number)

Berkshire Hathaway Inc.

(Exact Name of Registrants as Specified in their Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 47-0813844
(I.R.S. Employer
Identification Number)

1440 Kiewit Plaza
Omaha, Nebraska 68131
(402) 346-1400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrants’ Principal Executive Offices)

Marc D. Hamburg
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
(402) 346-1400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies To:

Mary Ann Todd
Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 683-9100

          Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of this registration statement.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum		Amount of
Title of Each Class of	Amount to be		Offering			Aggregate Offering		Registration
Securities to be Registered	Registered		Price per Note(1)			Price(1)		Fee
3.375% Senior Notes due 2008	$	750,000,000		100	%	$	750,000,000	$	60,675.00
4.625% Senior Notes due 2013	$	750,000,000		100	%	$	750,000,000	$	60,675.00
Guarantee of Berkshire Hathaway Inc. of the (i) 3.375% Senior Notes due 2008 and (ii) 4.625% Senior Notes due 2013(2)		N/A		N/A			N/A		—
Total:	$	1,500,000,000		100	%		1,500,000,000	$	121,350.00

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	No separate consideration will be received for the Guarantee by Berkshire Hathaway Inc. of the 3.375% Senior Notes due 2008 or the 4.625% Senior Notes due 2013.

          The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Inclusion of Two Prospectuses

     This Registration Statement contains two prospectuses. The first prospectus is to be used in connection with the exchange offer relating to Berkshire Hathaway Finance Corporation’s 3.375% Senior Notes Due 2008, which are fully and unconditionally guaranteed by Berkshire Hathaway Inc. The second prospectus is to be used in connection with the exchange offer relating to Berkshire Hathaway Finance Corporation’s 4.625% Senior Notes Due 2013, which are fully and unconditionally guaranteed by Berkshire Hathaway Inc.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED        , 2003

PROSPECTUS

BERKSHIRE HATHAWAY FINANCE CORPORATION

OFFER TO EXCHANGE

$750,000,000 principal amount of 3.375% Senior Notes Due 2008 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered under the
Securities Act of 1933, for any and all 3.375% Senior Notes Due 2008 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc.

          We are offering to exchange Berkshire Hathaway Finance Corporation’s 3.375% Senior Notes Due 2008 which have been registered under the Securities Act of 1933, or the “exchange notes,” for Berkshire Hathaway Finance Corporation’s currently outstanding 3.375% Senior Notes Due 2008, or the “outstanding notes.” The exchange notes and the outstanding notes are both unconditionally guaranteed by Berkshire Hathaway Inc. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the outstanding notes, and will be issued under the same indenture.

          We will exchange an equal principal amount of exchange notes for all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires. The exchange offer expires at 5:00 p.m., New York City time, on [       ] 2004, unless extended. We do not currently intend to extend the exchange offer.

          You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

          The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes.

          Neither Berkshire Hathaway Finance Corporation nor Berkshire Hathaway Inc. will receive any proceeds from the exchange offer.

          We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

INVESTING IN THE EXCHANGE NOTES INVOLVES RISKS SOME OF WHICH ARE DESCRIBED IN THE “RISK FACTORS” SECTION ON PAGE 14 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is        , 2004

TABLE OF CONTENTS

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 4.5

EXHIBIT 4.6

EXHIBIT 4.7

EXHIBIT 4.8

EXHIBIT 4.9

EXHIBIT 4.10

EXHIBIT 4.11

EXHIBIT 4.12

EXHIBIT 4.13

EXHIBIT 4.14

EXHIBIT 5

EXHIBIT 8

EXHIBIT 12

EXHIBIT 23.1

EXHIBIT 25.1

TABLE OF CONTENTS

About This Prospectus	2
Where You Can Find More Information	3
Forward Looking Statements	4
Prospectus Summary	5
Selected Consolidated Financial Data	12
Risk Factors	14
Ratio of Earnings to Fixed Charges	15
Use of Proceeds	15
The Exchange Offer	16
Description of the Exchange Notes	25
Plan of Distribution	33
Material United States Federal Income Tax Consequences	34
Legal Matters	35
Experts	35

ABOUT THIS PROSPECTUS

          In this prospectus, the term “BHFC” refers to Berkshire Hathaway Finance Corporation, the issuer of the outstanding notes and the exchange notes. The term “Berkshire Hathaway” refers to Berkshire Hathaway Inc., the guarantor of the outstanding notes and the exchange notes. “Outstanding notes” refers to BHFC’s 3.375% Senior Notes Due 2008, of which $750,000,000 principal amount were originally issued and guaranteed by Berkhire Hathaway on October 6, 2003. “Exchange notes” refers to BHFC’s 3.375% Senior Notes Due 2008, unconditionally guaranteed by Berkshire Hathaway, offered pursuant to this prospectus. The outstanding notes and the exchange notes are sometimes referred to collectively as the “notes.”

          Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. BHFC and Berkshire Hathaway have agreed that, starting on the expiration date of the exchange offer and ending one hundred and eighty days after such date, this prospectus will be made available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

          Any statements in this prospectus concerning the provisions of any document are not complete. Such references are made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the SEC. Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed.

          You should rely only on the information contained or incorporated by reference in this prospectus. No one has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus, in connection with any offer made by this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.

          Neither the delivery of this prospectus nor any sale or exchange made hereunder or thereunder shall, under any circumstances, create an implication that the information contained or incorporated by reference in this prospectus is correct as of any time subsequent to its date. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. The business, financial condition, results of operations and prospects of Berkshire Hathaway and BHFC may have changed since that date.

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WHERE YOU CAN FIND MORE INFORMATION

          This prospectus is part of a registration statement on Form S-4 that BHFC and Berkshire Hathaway filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which is referred to collectively as the Securities Act. The registration statement covers the exchange notes being offered and Berkshire Hathaway’s guarantee of the exchange notes and encompasses all amendments, exhibits, annexes, and schedules to the registration statement. This prospectus does not contain all the information in the exchange offer registration statement. For further information about BHFC, Berkshire Hathaway and the exchange offer, reference is made to the registration statement. Statements made in this prospectus as to the contents of any contract, agreement, or other document referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement, or other document filed as an exhibit to the registration statement, you should read the documents contained in the exhibits.

          BHFC is not subject to the informational requirements of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12h-5 thereunder. Berkshire Hathaway is, however, subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, Berkshire Hathaway files reports, proxy statements and other information with the SEC. You may read and copy any document Berkshire Hathaway files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information about the public reference room. These SEC filings are also available to the public from the SEC’s website at www.sec.gov. In addition, Berkshire Hathaway’s class A common stock and class B common stock are listed on the New York Stock Exchange, and its reports, proxy statements and other information can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

          In this document BHFC and Berkshire Hathaway “incorporate by reference” the information that Berkshire Hathaway files with the SEC, which means that they can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. BHFC and Berkshire Hathaway incorporate by reference the documents listed below and any future filings made by either of them with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus:

• Berkshire Hathaway’s Annual Report on Form 10-K for the year ended December 31, 2002;

• Berkshire Hathaway’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003; and

• Berkshire Hathaway’s Current Reports on Form 8-K filed on November 10, 2003, October 8, 2003, August 11, 2003, May 8, 2003 and May 5, 2003.

          Berkshire Hathaway will provide to each person to whom a copy of this prospectus is delivered, upon request and at no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of such information by writing or telephoning Berkshire Hathaway at:

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Attn: Jerry Hufton
Tel: (402) 346-1400

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FORWARD-LOOKING STATEMENTS

          Certain statements contained, or incorporated by reference, in this prospectus are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by BHFC or Berkshire Hathaway, which may be provided by management are also forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about BHFC and Berkshire Hathaway, economic and market factors and the industries in which they do business, among other things. These statements are not guarantees of future performance and neither BHFC nor Berkshire Hathaway has any specific intention to update these statements.

          Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause Berkshire Hathaway’s actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, changes in market prices of Berkshire Hathaway’s investments in fixed maturity and equity securities, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or an act of terrorism that causes losses insured by Berkshire Hathaway’s insurance subsidiaries, changes in insurance laws or regulations, changes in federal income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which Berkshire Hathaway and its affiliates do business, especially those affecting the property and casualty insurance industry.

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PROSPECTUS SUMMARY

          This summary highlights selected information from this prospectus, but does not contain all information that may be important to you. This prospectus includes or incorporates by reference specific terms of the exchange offer, as well as information regarding BHFC’s and Berkshire Hathaway’s business and detailed financial data. You are encouraged to read the detailed information and financial statements appearing elsewhere or incorporated by reference in this prospectus.

Berkhire Hathaway Inc.

          Berkshire Hathaway is a holding company that owns subsidiaries engaged in a number of diverse business activities, the most important of which is the property and casualty insurance business, which is conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO Corporation, the fifth largest auto insurer in the United States, and General Re Corporation, one of the four largest reinsurers in the world.

     Berkshire Hathaway’s non-insurance subsidiaries conduct a variety of business activities, including:

• diversified manufacturing and distribution of commercial and industrial products (Scott Fetzer, whose principal products are sold under the Kirby and Campbell Hausfeld brand names)

• the retail sale of home furnishings, appliances, electronics, fine jewelry and gifts (Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture, Jordan’s Furniture, Borsheim’s, Helzberg Diamond Shops and Ben Bridge Jeweler)

• the manufacturing and distribution of apparel (Garan, H.H. Brown Shoe Group, Justin Brands, Fruit of the Loom and Fechheimer Brothers)

• the training of operators of aircraft and ships and providing fractional ownership programs for general aviation aircraft (FlightSafety International and NetJets)

• the manufacturing and distribution of a variety of building materials and related products and services (Acme Brick, Benjamin Moore, Johns Manville and MiTek)

• the manufacturing and distribution of carpet and floor coverings (Shaw Industries)

• proprietary investing, consumer financing, real estate financing, transportation equipment leasing and risk management products (BH Finance, Berkshire Hathaway Credit Corporation, Clayton Homes, General Re Securities and XTRA Corporation)

• the distribution of groceries and nonfood items to convenience stores, wholesale clubs, mass merchandisers, quick service restaurants and others (McLane), and

• other businesses (Buffalo News, See’s Candies, International Dairy Queen, CORT Business Services, Albecca, The Pampered Chef and CTB International).

     Operating decisions are made by the managers of the various businesses. Investment decisions and all other capital allocation decisions are made by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire Hathaway’s board of directors.

     Berkshire Hathaway’s executive offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

Berkshire Hathaway Finance Corporation

     Berkshire Hathaway Finance Corporation is a Delaware corporation that was created by Berkshire Hathaway on August 4, 2003. Assets of Berkshire Hathaway Finance Corporation consist of term loans to Vanderbilt Mortgage, Inc. (“Vanderbilt”), an indirect wholly owned subsidiary of Berkshire Hathaway, as well as loans receivable from

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and loans payable to other Berkshire Hathaway subsidiaries. BHFC charges Vanderbilt interest at a rate which is approximately 100 basis points higher than it pays on its related debt obligations (consisting of the outstanding notes, BHFC’s 4.20% Senior Notes due 2010 and BHFC’s 4.625% Senior Notes Due 2013, and short term loans from BH Finance LLC (an indirect wholly owned subsidiary of Berkshire Hathaway).

          Berkshire Hathaway Finance Corporation’s offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

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Summary of the Exchange Offer

          The following is a brief summary of terms of the exchange offer covered by this prospectus. For a more complete description of the exchange offer, see “The Exchange Offer.”

Initial Offering of Outstanding Notes	The outstanding notes were issued by BHFC on October 6, 2003 to Goldman, Sachs & Co., as the Initial Purchaser. The Initial Purchaser subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. Persons within the meaning of Regulation S under the Securities Act.
Exchange and Registration Rights Agreement	Simultaneously with the initial sale of the outstanding notes, BHFC, Berkshire Hathaway and the Initial Purchaser entered into a registration rights agreement for the exchange offer. The registration rights agreement requires, among other things, that BHFC and Berkshire Hathaway use their best efforts to complete a registered exchange offer for the outstanding notes or cause to become effective a shelf registration statement for resales of the outstanding notes. The exchange offer is intended to satisfy the obligations under the registration rights agreement. After the exchange offer is complete, neither BHFC or Berkshire Hathaway will have any further obligations, except under limited circumstances, to provide for any exchange or registration rights of your outstanding notes.
The Exchange Offer	Pursuant to the registration rights agreement, BHFC is offering to exchange $1,000 principal amount of BHFC’s 3.375% Senior Notes Due 2008, which have been registered under the Securities Act, for each $1,000 principal amount of BHFC’s currently outstanding 3.375% Senior Notes Due 2008, which were offered without registration under the Securities Act in the initial offer. Both the exchange notes offered by this prospectus and the outstanding notes are fully and unconditionally guaranteed by Berkshire Hathaway.
Mechanics of the Exchange Offer	BHFC will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on [      ], 2004. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. Exchange notes will be issued only in integral multiples of $1,000. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
	•	the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;
	•	the exchange notes bear a different CUSIP number than the outstanding notes; and
	•	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate in some circumstances relating to the timing of the exchange offer.
Resales	BHFC and Berkshire Hathaway believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•	you acquire the exchange notes in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no

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		arrangement or understanding with any person to participate, in the distribution of the exchange notes issued in the exchange offer; and
	•	you are not an affiliate of ours.
	If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. Neither BHFC nor Berkshire Hathaway will assume, nor will either of them indemnify you against, any such liability.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes, where such outstanding notes were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. See “Plan of Distribution.”
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on [      ], 2004, unless extended. BHFC does not currently intend to extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, including that it does not violate any applicable law or Securities and Exchange Commission staff interpretation.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the applicable procedures under DTC’s Automated Tender Offer Program, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus. See “The Exchange Offer — Procedures for Tendering Outstanding Notes”
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.
	By executing the letter of transmittal, you will represent to us and BHFC that, among other things:
	•	you, or the person or entity receiving the related exchange notes, are acquiring the exchange notes in the ordinary course of business;
	•	neither you nor any person or entity receiving the related exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;
	•	neither you nor any person or entity receiving the related exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;
	•	neither you nor any person or entity receiving the related exchange notes

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		is an “affiliate” of BHFC or Berkshire Hathaway, as defined in Rule 405 under the Securities Act;
	•	if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for outstanding notes acquired as the result of market making activities or other trading activities and that you will deliver a prospectus in connection with any resale of the exchange notes; and
	•	you are not acting on behalf of any person or entity that could not truthfully make these statements.
	Alternatively, you may tender your outstanding notes by following the procedures for book-entry delivery or by complying with the guaranteed delivery procedures each described in this prospectus. See “The Exchange Offer — Procedures for Tendering Outstanding Notes”
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Effect of Not Tendering	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the Securities Act, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, neither BHFC nor Berkshire Hathaway will have any further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the Securities Act. See “The Exchange Offer — Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer.”
Interest on the Exchange Bonds and the Outstanding Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from October 6, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Right	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date by complying with the withdrawal procedures described in this prospectus. See “The Exchange Offer — Withdrawal of Tenders”
Federal Income Tax Consequences	The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes. You will not recognize any taxable gain or loss as a result of exchanging outstanding notes for exchange notes and you will have the same tax basis and holding period in the exchange notes as you had in the outstanding notes immediately before the exchange. See “Material United States Federal Income Tax Consequences.”
Use of Proceeds	Neither BHFC nor Berkshire Hathaway will receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. See “Use of

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	Proceeds.”
Dissenters’ Right	Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.
Exchange Agent	J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.) is the exchange agent for the exchange offer.

Terms of the Exchange Notes

          The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, see “Description of the Exchange Notes.”

Issuer	Berkshire Hathaway Finance Corporation, a wholly-owned finance subsidiary of Berkshire Hathaway Inc.
Guarantor	Berkshire Hathaway Inc.
Securities	$750,000,000 aggregate principal amount of BHFC’s 3.375% Senior Notes Due 2008, registered under the federal securities laws.
Maturity Date	October 15, 2008.
Interest and Payment Dates	3.375% per annum, payable semiannually in arrears on April 15 and October 15 of each year commencing on April 15, 2004, to the holders of record on the preceding April 1 and October 1, respectively.
Ranking	The exchange notes will be unsecured senior obligations, will rank pari passu in right of payment with all of BHFC’s unsubordinated, unsecured indebtedness and will be senior in right of payment to all of its subordinated indebtedness.
	The guarantee of the exchange notes will be an unsecured senior obligation of Berkshire Hathaway, will rank pari passu with all of its unsubordinated, unsecured indebtedness and senior to all of its subordinated indebtedness, and will be effectively subordinated to all of its existing and future secured indebtedness and to all existing and future indebtedness of its subsidiaries (secured or unsecured). As of September 30, 2003, Berkshire Hathaway had no secured indebtedness and $1 billion of indebtedness, and its subsidiaries had $8 billion of indebtedness.
Guarantee	All of BHFC’s obligations under the exchange notes will be unconditionally and irrevocably guaranteed by Berkshire Hathaway.
Optional Redemption	BHFC will have the option to redeem the exchange notes, in whole or in part, at any time, at a redemption price equal to the greater of (A) 100% of the principal amount of the exchange notes to be redeemed or (B) as determined by the quotation agent described herein, the sum of the present values of the remaining scheduled payments of principal and interest on the exchange notes to be redeemed, not including any portion of these payments of interest accrued as of the date on which the exchange notes are to be redeemed, discounted to the date on which the exchange notes are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30 day months, at the adjusted treasury rate described herein plus seven basis points, plus, in each case, accrued interest on the exchange notes to be redeemed to the date on which the exchange notes are to be redeemed. See “Description of the Exchange Notes — Optional Redemption.”

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Repayment	The exchange notes will not be repayable at the option of the holder prior to maturity.
Sinking Fund	The exchange notes are not subject to a sinking fund provision.
Absence of a Public Market for the Exchange Notes	The exchange notes are new securities, for which there is no established trading market, and none may develop. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. Neither BHFC nor Berkshire Hathaway intends to apply for listing of the exchange notes on any securities exchange or to arrange for any quotation system to quote them.
Form and Denomination	The Depository Trust Company (“DTC”) will act as securities depositary for the exchange notes, which will be issued only as fully registered global securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC, except in certain circumstances. One or more fully registered global notes will be issued to DTC for the exchange notes. The exchange notes will be issued in denominations of $1,000 and integral multiples thereof.
Trustee	J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)
Risk Factors	See “Risk Factors” and the other information in, and incorporated by reference in, this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.

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SELECTED CONSOLIDATED FINANCIAL DATA

          The selected consolidated financial data which follows should be read in conjunction with the audited consolidated financial statements and accompanying notes and the unaudited condensed consolidated financial statements and accompanying notes of Berkshire Hathaway in the documents which are incorporated by reference in this prospectus. The condensed consolidated financial statements of Berkshire Hathaway as of September 30, 2003 and 2002 and for the periods then ended are unaudited; however, in Berkshire Hathaway’s opinion, they reflect all adjustments, consisting only of normal recurring items, necessary for a fair presentation of the financial position and results of operations for such periods. See “Where You Can Find More Information.” Historical results are not necessarily indicative of the results to be obtained in the future.

BERKSHIRE HATHAWAY INC.
and Subsidiaries
(dollars in millions except per share data)

		Nine months
		ended September 30,				Year ended December 31,
		2003		2002		2002		2001		2000		1999		1998
Revenues:
	Insurance premiums earned	$	15,939	$	13,620	$	19,182	$	17,905	$	19,343	$	14,306	$	5,481
	Sales and service revenues		21,400		12,557		17,347		14,902		7,361		5,918		4,675
	Interest, dividend and other investment income		2,269		2,106		2,943		2,765		2,685		2,314		1,049
	Revenues from finance and financial products		1,548		1,397		1,845		1,533		961		1,105		225
	Realized investment gains (1)		2,848		459		918		1,488		4,499		1,247		2,584
	Total revenues	$	44,004	$	30,139	$	42,235	$	38,593	$	34,849	$	24,890	$	14,014
Earnings:
	Net earnings (1) (3) (4) (5)	$	5,765	$	3,102	$	4,286	$	795	$	3,328	$	1,557	$	2,830
	Net earnings per share (3) (4)	$	3,755	$	2,024	$	2,795	$	521	$	2,185	$	1,025	$	2,262

	As of September 30,				As of December 31, (2)
	2003		2002		2002		2001		2000		1999		1998
Total assets	$	172,239	$	167,749	$	169,544	$	162,752	$	135,792	$	131,416	$	122,237
Notes payable and other borrowings of insurance and other non-finance businesses		4,148		4,300		4,807		3,485		2,663		2,465		2,385
Notes payable and other borrowings of finance businesses		4,812		4,652		4,481		9,019		2,116		1,998		1,503
Shareholders’ equity		71,968		62,617		64,037		57,950		61,724		57,761		57,403
Class A equivalent common shares outstanding, in thousands		1,536		1,534		1,535		1,528		1,526		1,521		1,519
Shareholders’ equity per outstanding Class A equivalent share	$	46,860	$	40,814	$	41,727	$	37,920	$	40,442	$	37,987	$	37,801

(1)  The amount of realized investment gains and losses for any given period has no predictive value, and variations in amount from period to period have no practical analytical value, particularly in view of the unrealized appreciation now existing in Berkshire’s consolidated investment portfolio. For the first nine months of 2003 and 2002, after-tax realized investment gains were $1,884 million and $307 million, respectively. For the year ending December 31, after-tax realized investment gains were $566 million in 2002, $923 million in 2001, $2,746 million in 2000, $809 million in 1999 and $1,663 million in 1998.

(2)  Year-end data for 1998 includes General Re Corporation acquired by Berkshire on December 21, 1998.

(3)  Net earnings for the year ending December 31, 2001 includes pre-tax underwriting losses of $2.4 billion in connection with the September 11 terrorist attack. Such loss reduced net earnings by approximately $1.5 billion and earnings per share by $982.

(4)  A reconciliation of Berkshire’s Consolidated Statements of Earnings for each of the five years ending December 31, 2002 and for the first nine months of 2003 and 2002 from amounts reported to amounts exclusive of goodwill amortization is shown below.

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Goodwill amortization for the years ending December 31, 2001 and 2000 includes $78 million and $65 million, respectively, related to Berkshire’s equity method investment in MidAmerican Energy Holdings Company.

	Nine months
	ended September 30,				Year ended December 31,
	2003		2002		2002		2001		2000		1999		1998
Net earnings as reported	$	5,765	$	3,102	$	4,286	$	795	$	3,328	$	1,557	$	2,830
Goodwill amortization, after tax		—		—		—		636		548		476		111
Net earnings as adjusted	$	5,765	$	3,102	$	4,286	$	1,431	$	3,876	$	2,033	$	2,941
Earnings per equivalent share of Class A common stock:
As reported	$	3,755	$	2,024	$	2,795	$	521	$	2,185	$	1,025	$	2,262
Goodwill amortization		—		—		—		416		360		313		88
Earnings per share as adjusted	$	3,755	$	2,024	$	2,795	$	937	$	2,545	$	1,338	$	2,350

(5)  Net earnings for each of the five years ending December 31, 2002 and for the first nine months of 2003 and 2002 are disaggregated in the table that follows.

			Nine months
			ended September 30,						Year ended December 31,
			2003			2002			2002			2001			2000			1999			1998
Sources of net earnings:
	Insurance - underwriting		$	704		($	64	)	($	292	)	($	2,662	)	($	1,041	)	($	897	)	$	171
	Insurance - investment income			1,682			1,514			2,096			1,968			1,946			1,769			731
	Non-insurance businesses			1,594			1,407			2,035			1,224			537			590			428
	Interest expense			(44	)		(39	)		(55	)		(60	)		(61	)		(70	)		(63	)
	Other*			(55	)		(23	)		(64	)		(598	)*		(799	)*		(644	)*		(100	)*
		Earnings before realized investment gains		3,881			2,795			3,720			(128	)		582			748			1,167
	Realized investment gains			1,884			307			566			923			2,746			809			1,663
		Net earnings	$	5,765		$	3,102		$	4,286		$	795		$	3,328		$	1,557		$	2,830

* Primarily goodwill amortization and other purchase-accounting adjustments.

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RISK FACTORS

          Your decisions whether or not to participate in the exchange offer and own outstanding notes or exchange notes will involve some degree of risk. You should be aware of, and carefully consider, the following risk factors, along with all of the other information provided or referred to in this prospectus, before deciding whether or not to participate in the exchange offer.

          If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.

          BHFC will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. None of BHFC, Berkshire Hathaway or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if your tender of outstanding notes is not accepted because you did not tender your outstanding notes properly, then, after consummation of the exchange offer, you will continue to hold outstanding notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be fewer outstanding notes remaining and the market for such outstanding notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged outstanding notes could become more limited than the existing trading market for the outstanding notes and could cease to exist altogether due to the reduction in the amount of the outstanding notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered outstanding notes.

          If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.

          If you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

          You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop.

          The exchange notes will be new securities for which there is currently no established trading market, and none may develop. Neither BHFC nor Berkshire Hathaway intends to apply for listing of the exchange notes on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the exchange notes will depend on the number of holders of the exchange notes, the interest of securities dealers in making a market in the exchange notes and other factors. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. If an active trading market does not develop, the market price and liquidity of the exchange notes may be adversely affected. If the exchange notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, the performance and business prospects of BHFC and Berkshire Hathaway and certain other factors. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after consummation of the exchange offer could lower the market price of such exchange notes.

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RATIO OF EARNINGS TO FIXED CHARGES

          The following table sets forth Berkshire Hathaway’s ratio of consolidated earnings to consolidated fixed charges for the nine months ended September 30, 2003 and for the fiscal years ended December 31, 2002, 2001, 2000, 1999 and 1998.

	Nine Months Ended			Fiscal Year Ended December 31,
	September
	30, 2003			2002			2001			2000			1999			1998
Earnings Available for Fixed Charges (in millions)	$	8,581		$	6,837		$	2,373		$	6,467		$	3,223		$	4,477
Fixed Charges* (in millions)	$	444		$	837		$	1,069		$	986		$	773		$	163
Ratio of Earnings to Fixed Charges*		19.33	x		8.17	x		2.22	x		6.56	x		4.17	x		27.47	x

*     Includes fixed charges of finance businesses. Ratios of consolidated earnings to consolidated fixed charges, excluding fixed charges of finance businesses, are: nine months ended September 30, 2003 — 41.28x; 2002 — 20.93x; 2001 — 5.25x; 2000 — 26.85x; 1999 — 14.10x; 1998 — 31.38x.

USE OF PROCEEDS

          Neither BHFC nor Berkshire Hathaway will receive any proceeds from the issuance of the exchange notes in the exchange offer. BHFC will receive in exchange outstanding notes in like principal amount. BHFC will retire or cancel all of the outstanding notes tendered in the exchange offer.

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THE EXCHANGE OFFER

Original Issuance of the Outstanding Notes

          On October 6, 2003, BHFC issued the outstanding notes in an aggregate principal amount of $750,000,000 to Goldman, Sachs & Co., as initial purchaser. Because this issuance of the outstanding notes was not a transaction registered under the Securities Act, the outstanding notes were offered by Goldman, Sachs & Co. only (i) in the United States, to qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, and (ii) outside the United States, to persons other than U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.

Registration Rights Agreement

          The outstanding notes were issued on October 6, 2003. The outstanding notes are subject to broad transfer restrictions owing to the fact that they are not registered under the Securities Act. Consequently, in connection with the issuance of the outstanding notes, BHFC and Berkshire Hathaway entered into a registration rights agreement with Goldman, Sachs & Co., as initial purchaser. This registration rights agreement requires BHFC and Berkshire Hathaway to register the exchange notes under the Securities Act and to offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the Securities Act. The exchange offer is being effected to comply with the registration rights agreement.

          The registration rights agreement requires BHFC and Berkshire Hathaway to:

• file a registration statement for the exchange offer and the exchange notes within 90 days after the issue date of the outstanding notes;

• use best efforts to cause the registration statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the issue date of the outstanding notes;

• use best efforts to consummate the exchange offer promptly, but no later than 45 days following the date such registration statement has become effective; and

• under certain circumstances, file a shelf registration statement for the resale of the outstanding notes and use their best efforts to cause such shelf registration statement, if any, to become effective under the Securities Act.

          These requirements under the registration rights agreement will be satisfied when the exchange offer is completed. However, if BHFC or Berkshire Hathaway fails to meet any of these requirements, the holders of the outstanding notes will be paid additional interest on such notes as liquidated damages, and such additional interest will accrue on the principal amount of the outstanding notes (in addition to the stated interest on such notes). Additional interest will accrue at a rate of 0.25% per annum for the first 90-day period from and including the date on which any of the previous events (each a “registration default”) occur and shall increase to 0.50% per annum thereafter. Following the cure of all such registration defaults, if any, the accrual of such additional interest on the outstanding notes would cease and the interest rate would revert to the original 3.375% rate.

          BHFC and Berkshire Hathaway agreed to keep the exchange offer for the outstanding notes open for not less than 30 days after the date on which notice of such exchange offer is delivered to the holders of the outstanding notes. Under the registration rights agreement, the obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, BHFC and Berkshire Hathaway may be required to file a “shelf” registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

          This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement for the exchange offer and the exchange notes in which this prospectus is included.

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Transferability of the Exchange Notes

          Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission in several no-action letters issued to third parties not related to BHFC or Berkshire Hathaway, the exchange notes would, in general, be freely tradable after the completion of the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, any participant in the exchange offer described in this prospectus who is an affiliate of BHFC or Berkshire Hathaway or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the interpretations of the Securities and Exchange Commission staff;

• will not be entitled to participate in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding notes unless such sale or transfer is made pursuant to an exemption from such requirement.

          Each holder of outstanding notes who wishes to exchange outstanding notes for exchange notes pursuant to the exchange offer will be required to represent that:

• it is not an affiliate of BHFC or Berkshire Hathaway;

• the exchange notes to be received by it will be acquired in the ordinary course of its business; and

• at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

          To participate in the exchange offer, you must represent as the holder of outstanding notes that each of these statements is true.

          In addition, in connection with any resales of the exchange notes, any broker-dealer that acquired exchange notes for its own account as a result of market-making or other trading activities, which is referred to as an “exchanging broker-dealer,” must deliver a prospectus meeting the requirements of the Securities Act. The Securities and Exchange Commission has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes with the prospectus contained in the registration statement for the exchange offer. Under the registration rights agreement, exchanging broker-dealers and any other person, if any, subject to similar prospectus delivery requirements, will be allowed to use this prospectus in connection with the resale of exchange notes.

The Exchange Offer

          Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, BHFC will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on [              ], 2004. BHFC will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. Outstanding notes may be tendered only in integral multiples of $1,000.

          The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

• the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;

• the exchange notes bear a different CUSIP number from the outstanding notes; and

• after consummation of the exchange offer, holders of the exchange notes will not be entitled to any rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

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          The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture under which the outstanding notes were issued.

          As of the date of this prospectus, $750,000,000 in aggregate principal amount of outstanding notes was outstanding. [      ], 2004 has been fixed as the date on which this prospectus and the letter of transmittal will be initially mailed to the record holders of the outstanding notes as of [      ], 2004. The exchange offer will be conducted in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission under the Securities Act and the Securities Exchange Act.

Interest on the Exchange Notes

          The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from October 6, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

          Interest on the notes is payable semiannually on April 15 and October 15 of each year to the holders of record on the preceding April 1 and October 1, respectively.

Conditions to the Exchange Offer

          Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, BHFC will not be required to issue exchange notes, and BHFC may terminate the exchange offer or, at its option, modify, extend or otherwise amend the exchange offer, if, prior to the expiration date of the exchange offer, as it may be extended from time to time:

• the exchange offer, or the making of any exchange by a holder, violates any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC;

• any action or proceeding shall have been instituted or threatened with respect to the exchange offer which would materially impair BHFC’s or Berkshire Hathaway’s ability to proceed with the exchange offer;

• not all governmental approvals that BHFC and Berkshire Hathaway deem necessary for the consummation of the exchange offer have been obtained; or

• the trustee with respect to the indenture for the outstanding notes and exchange notes shall have (i) objected in any respect to, or taken any action that could, in the reasonable judgment of BHFC or Berkshire Hathaway, adversely affect the consummation of the exchange offer or the exchange of exchange notes for outstanding notes under the exchange offer, or (ii) taken any action that challenges the validity or effectiveness of the procedures used in making the exchange offer or the exchange of the outstanding notes under the exchange offer.

          The foregoing conditions are for the sole benefit of BHFC and Berkshire Hathaway and may be waived by them in whole or in part in their absolute discretion. Any determination made by them concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

          If any of the foregoing conditions are not satisfied or waived on the expiration date of the exchange offer, BHFC or Berkshire Hathaway may:

• terminate the exchange offer and return all tendered outstanding notes to the holders thereof;

• modify, extend or otherwise amend the exchange offer and retain all tendered outstanding notes until the expiration date, as extended, subject, however, to the withdrawal rights of holders (See “—Withdrawal of Tenders” and “—Expiration Date; Extensions; Amendments; Termination”); or

• waive the unsatisfied conditions with respect to the exchange offer and accept all outstanding notes tendered and not previously withdrawn.

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          BHFC reserves the right, in its absolute discretion, to purchase or make offers to purchase any outstanding notes that remain outstanding subsequent to the expiration date for the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. Any purchase or offer to purchase will not be made except in accordance with applicable law and will in no event be made prior to the expiration of ten business days after the expiration date.

Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer

          Consummation of the exchange offer may have adverse consequences to holders of outstanding notes who elect not to tender their notes in the exchange offer. In particular, the trading market for unexchanged outstanding notes could become more limited than the existing trading market for the outstanding notes and could cease to exist altogether due to the reduction in the amount of the outstanding notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of the outstanding notes. If a market for unexchanged outstanding notes exists or develops, the outstanding notes may trade at a discount to the price at which they would trade if the amount outstanding were not reduced. There can, however, be no assurance that an active market in the unexchanged outstanding notes will exist, develop or be maintained or as to the prices at which the unexchanged outstanding notes may be traded. This would result in less protection for holders of unexchanged outstanding notes. See “Risk Factors— If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.”

Expiration Date; Extensions; Amendments; Termination

          For purposes of the exchange offer, the term “expiration date” means 5:00 p.m., New York City time, on [      ], 2004, subject to the right to extend such date and time for the exchange offer in the absolute discretion of BHFC, in which case the expiration date means the latest date and time to which the exchange offer is extended.

          BHFC reserves the right, in its absolute discretion, to (i) extend the exchange offer, (ii) terminate the exchange offer if a condition to its obligation to deliver the exchange notes is not satisfied or waived on the expiration date, as extended, or (iii) amend the exchange offer by giving oral or written notice of such delay, extension, termination or amendment to the exchange agent. If the exchange offer is amended in a manner BHFC determines constitutes a material change, BHFC will extend the exchange offer for a period of two to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise have expired during the two to ten business day period.

          BHFC will promptly announce any extension, amendment or termination of the exchange offer by issuing a press release to the Dow Jones News Service. BHFC will announce any extension of the expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date. BHFC has no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment or termination.

Settlement Date

          The exchange notes will be issued in exchange for the outstanding notes in the exchange offer on the settlement date, which will be as soon as practicable following the expiration date of the exchange offer. BHFC will not be obligated to deliver exchange notes unless the exchange offer is consummated.

Effect of Tender

          Any tender by a holder (and the subsequent acceptance of such tender) of outstanding notes will constitute a binding agreement between that holder, BHFC and Berkshire Hathaway upon the terms and subject to the conditions of the exchange offer described herein and in the letter of transmittal. The acceptance of the exchange offer by a tendering holder of the outstanding notes will constitute the agreement by that holder to deliver good and marketable title to the tendered outstanding notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

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Letter of Transmittal; Representations, Warranties and Covenants of Holders of Outstanding Notes

          Upon the submission of the letter of transmittal, or agreement to the terms of the letter of transmittal pursuant to an agent’s message, a holder, or the beneficial holder of such outstanding notes on behalf of which the holder has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the exchange offer generally, be deemed, among other things, to:

• irrevocably sell, assign and transfer to or upon BHFC’s order or the order of its nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of such holder’s status as a holder of, all outstanding notes tendered thereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against BHFC, Berkshire Hathaway or any fiduciary, trustee, fiscal agent or other person connected with the outstanding notes arising under, from or in connection with such outstanding notes;

• waive any and all rights with respect to the outstanding notes tendered thereby (including, without limitation, any existing or past defaults and their consequences in respect of such outstanding notes); and

• release and discharge BHFC, Berkshire Hathaway and the trustee for the outstanding notes from any and all claims such holder may have, now or in the future, arising out of or related to the outstanding notes tendered thereby, including, without limitation, any claims that such holder is entitled to receive additional principal or interest payments with respect to the outstanding notes tendered thereby or to participate in any redemption or defeasance of the outstanding notes tendered thereby.

          In addition, such holder of outstanding notes will be deemed to represent, warrant and agree that:

• it has received and reviewed this prospectus;

• it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the outstanding notes tendered thereby and it has full power and authority to execute the letter of transmittal;

• the outstanding notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and BHFC will acquire good, indefeasible and unencumbered title to such outstanding notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when BHFC accepts the same;

• it will not sell, pledge, hypothecate or otherwise encumber or transfer any outstanding notes tendered thereby from the date of the letter of transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

• in evaluating the exchange offer and in making its decision whether to participate therein by submitting a letter of transmittal and tendering its outstanding notes, such holder has made its own independent appraisal of the matters referred to herein and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by BHFC, Berkshire Hathaway, the trustee or the exchange agent other than those contained in this prospectus (as amended or supplemented to the expiration date);

• the execution and delivery of the letter of transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions set out or referred to in this prospectus;

• the submission of the letter of transmittal to the exchange agent shall, subject to the terms and conditions of the exchange offer constitute the irrevocable appointment of the exchange agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the outstanding notes tendered thereby in favor of BHFC or such other person or persons as it may direct and to deliver such form(s) of transfer and other document(s) in the attorney’s and agent’s

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discretion and/or the certificate(s) and other document(s) of title relating to such outstanding notes’ registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the exchange offer, and to vest in BHFC or its nominees such outstanding notes; and

•

the terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a part of, the letter of transmittal which shall be read and construed accordingly.

          The representations and warranties and agreements of a holder tendering outstanding notes shall be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date. For purposes of this prospectus, the “beneficial owner” of any outstanding notes shall mean any holder that exercises investment discretion with respect to such outstanding notes.

Absence of Dissenters’ Rights

          Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Acceptance of Outstanding Notes Tendered; Delivery of Exchange Notes

          On the settlement date, exchange notes to be issued in partial or full exchange for outstanding notes in the exchange offer, if consummated, will be delivered in book-entry form.

          BHFC will be deemed to have accepted validly tendered outstanding notes that have not been validly withdrawn as provided in this prospectus when, and if, BHFC has given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of the exchange notes through the settlement date will be made by the exchange agent on the settlement date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the outstanding notes for the purpose of receiving outstanding notes and transmitting exchange notes as of the settlement date. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted outstanding notes will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Procedures for Tendering Outstanding Notes

          A holder of outstanding notes who wishes to accept the exchange offer, and whose outstanding notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct this custodial entity to tender such holder’s outstanding notes on the holder’s behalf pursuant to the procedures of the custodial entity.

          To tender in the exchange offer, a holder of outstanding notes must either (i) complete, sign and date the letter of transmittal (or a facsimile thereof) in accordance with its instructions (including guaranteeing the signature(s) to the letter of transmittal, if required), and mail or otherwise deliver such letter of transmittal or such facsimile, together with the certificates representing the outstanding notes specified therein, to the exchange agent at the address set forth in the letter of transmittal for receipt on or prior to the Expiration Date or (ii) comply with the Automated Tender Offer Program (“ATOP”) procedures for book-entry transfer or guaranteed delivery procedures described below on or prior to the expiration date.

          The exchange agent and the Depository Trust Company (“DTC”) have confirmed that the exchange offer is eligible for ATOP. The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent on or prior to the expiration date of the exchange offer at one of its addresses set forth in this prospectus. Outstanding notes will not be deemed surrendered until the letter of transmittal and signature guarantees, if any, or agent’s message, are received by the exchange agent.

          The method of delivery of outstanding notes, the letter of transmittal, and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be

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allowed to assure delivery to and receipt by the exchange agent on or before the expiration date. Do not send the letter of transmittal or any outstanding notes to anyone other than the exchange agent.

          If you are tendering your outstanding notes in exchange for exchange notes and anticipate delivering your letter of transmittal and other documents other than through DTC, you are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold notes custodially through DTC) to arrange for receipt of any exchange notes to be delivered pursuant to the exchange offer and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

          Book-Entry Delivery Procedures for Tendering Outstanding Notes Held with DTC

          If you wish to tender outstanding notes held on your behalf by a nominee with DTC, you must (i) inform your nominee of your interest in tendering your outstanding notes pursuant to the exchange offer, and (ii) instruct your nominee to tender all outstanding notes you wish to be tendered in the exchange offer into the exchange agent’s account at DTC on or prior to the expiration date. Any financial institution that is a nominee in DTC, including Euroclear and Clearstream, must tender outstanding notes by effecting a book-entry transfer of the outstanding notes to be tendered in the exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of the exchange offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC, and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC (a “participant”) tendering outstanding notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that BHFC and Berkshire Hathaway may enforce the agreement against the participant. A letter of transmittal need not accompany tenders effected through ATOP.

          Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

          Guaranteed Delivery Procedures

          Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s ATOP system prior to the expiration date may tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message and notice of guaranteed delivery: (i) setting forth the name and address of the holder, the registered number(s) of such outstanding notes and the principal amount of outstanding notes tendered, (ii) stating that the tender is being made thereby; and (iii) guaranteeing that, within three (3) business days after the expiration date, the letter of transmittal, or facsimile of the letter of transmittal, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within such three (3) business days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

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          Proper Execution and Delivery of Letter of Transmittal

          Signatures on a letter of transmittal or notice of withdrawal described below (see “—Withdrawal of Tenders”), as the case may be, must be guaranteed by an eligible institution unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (i) by a holder who has not completed the box entitled “Special Delivery Instructions” or “Special Issuance and Payment Instructions” on the letter of transmittal or (ii) for the account of an eligible institution. If signatures on a letter of transmittal, or notice of withdrawal, are required to be guaranteed, such guarantee must be made by an eligible institution.

          If the letter of transmittal is signed by the holder(s) of outstanding notes tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the outstanding notes without alteration, enlargement or any change whatsoever. If any of the outstanding notes tendered thereby are held by two or more holders, all such holders must sign the letter of transmittal. If any of the outstanding notes tendered thereby are registered in different names on different outstanding notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

          If outstanding notes that are not tendered for exchange pursuant to the exchange offer are to be returned to a person other than the holder thereof, certificates for such outstanding notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible institution.

          If the letter of transmittal is signed by a person other than the holder of any outstanding notes listed therein, such outstanding notes must be properly endorsed or accompanied by a properly completed note power, signed by such holder exactly as such holder’s name appears on such outstanding notes. If the letter of transmittal or any outstanding notes, note powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

          No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal (or facsimile thereof), the tendering holders of outstanding notes waive any right to receive any notice of the acceptance for exchange of their outstanding notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments, and/or substitute certificates evidencing outstanding notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If no such instructions are given, outstanding notes not tendered or exchanged will be returned to such tendering holder.

          All questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered outstanding notes will be determined by BHFC in its absolute discretion, which determination will be final and binding. BHFC reserves the absolute right to reject any and all tendered outstanding notes determined by it not to be in proper form or not to be tendered properly or any tendered outstanding notes the acceptance of which would, in the opinion of its counsel, be unlawful. BHFC also reserves the right to waive, in its absolute discretion, any defects, irregularities or conditions of tender as to particular outstanding notes, whether or not waived in the case of other outstanding notes. BHFC’s interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as BHFC shall determine. Although BHFC intends to notify holders of defects or irregularities with respect to tenders of outstanding notes, none of BHFC, Berkshire Hathaway, the exchange agent nor any other person will be under any duty to give such notification or shall incur any liability for failure to give any such notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

          Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the outstanding notes. Holders may contact the exchange agent for assistance with such matters.

Withdrawal of Tenders

          You may withdraw tenders of outstanding notes at any time prior to 5:00 p.m., New York City time, on [      ], 2004 (the “expiration date”). Tenders of outstanding notes may not be withdrawn after that time unless

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the exchange offer is extended with changes in the terms of the exchange offer that are, in BHFC’s reasonable judgment, materially adverse to the tendering holders of the outstanding notes.

          For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the deadline described above at one of its addresses set forth in this prospectus. The withdrawal notice must specify the name of the person who tendered the outstanding notes to be withdrawn, must contain a description of the outstanding notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such outstanding notes, if applicable, and the aggregate principal amount represented by such outstanding notes; and must be signed by the holder of such outstanding notes in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to BHFC that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes. In addition, the notice of withdrawal must specify, in the case of outstanding notes tendered by delivery of certificates for such outstanding notes, the name of the registered holder (if different from that of the tendering holder) or, in the case of outstanding notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn outstanding notes. The signature on the notice of withdrawal must be guaranteed by an eligible institution unless the outstanding notes have been tendered for the account of an eligible institution.

          Withdrawal of tenders of outstanding notes may not be rescinded, and any outstanding notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn outstanding notes may, however, be retendered by the holder again following one of the procedures described in “—Procedures for Tendering Outstanding Notes” prior to the expiration date.

Accounting Treatment

          The exchange notes will be recorded at the same carrying value as the outstanding notes. The carrying value is face value. Accordingly, BHFC will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the exchange notes.

Exchange Agent

          J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.) has been appointed the exchange agent for the exchange offer. Letters of transmittal and all correspondence in connection with the exchange offer should be sent or delivered by each holder of outstanding notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at the following address and telephone number:

J.P. Morgan Trust Company, National Association
Institutional Trust Services OH1-0184
1111 Polaris Parkway, Suite 1N
Columbus, OH 43240
Attn: Exchanges
Phone Number: 1-800-346-5153

          Additionally, any questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent. Holders of outstanding notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer.

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Other Fees and Expenses

          BHFC will bear the expenses of soliciting tenders of the outstanding notes. The principal solicitation is being made by mail; additional solicitations may, however, be made by telegraph, facsimile transmission, telephone or in person by the exchange agent, as well as by BHFC or Berkshire Hathaway officers and other employees and those of their affiliates.

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          Tendering holders of outstanding notes will not be required to pay any fee or commission. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

DESCRIPTION OF THE EXCHANGE NOTES

          The following description of certain material terms of the exchange notes, the guarantee and the registration rights agreement does not purport to be complete. The following description is subject to, and is qualified in its entirety by reference to, the indenture (the “base indenture”) entered into among BHFC, as issuer, Berkshire Hathaway, as guarantor, and J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as trustee (the “trustee”), the board resolutions of BHFC creating and defining the terms of the exchange notes and the form of the exchange note attached thereto (together with the base indenture, the “indenture”), the guarantee entered into by Berkshire Hathaway for the benefit of the holders of the exchange notes and to be endorsed on the exchange notes (the “guarantee”) and the registration rights agreement entered into among BHFC, Berkshire Hathaway and Goldman, Sachs & Co. Certain capitalized terms used herein are defined in the indenture.

          You are urged to read the indenture (including definitions of terms used therein) and the guarantee because they, and not this description, define your rights as a beneficial holder of the exchange notes. You may request copies of these documents from BHFC at the address set forth above.

General

          The exchange notes will be issued under the indenture. The exchange notes will be the unsecured senior obligations of BHFC and will be initially limited in aggregate principal amount to $750,000,000. BHFC may at any time, without notice to or consent of the holders of the exchange notes offered by this prospectus, issue additional notes of the same series as the exchange notes offered. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the exchange notes, except for possible variations permitted under the indenture. Any such additional notes, together with the exchange notes, will constitute a single series of notes under the indenture.

          The entire principal amount of the exchange notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on October 15, 2008. Each of the exchange notes will have the benefit of an unconditional and irrevocable guarantee from Berkshire Hathaway.

          The exchange notes will be issued in denominations of $1,000 and integral multiples thereof. The exchange notes will be evidenced by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”). Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. See “— Book-Entry Delivery and Form.”

          Payments on the exchange notes will be made through the paying agent, which will initially be J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as trustee, to DTC. Payments on the exchange notes will be made in U.S. dollars at the office or agency maintained by BHFC in New York, New York (or, if BHFC fails to maintain such office or agency, at the corporate trust office of the trustee in New York, New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York). At BHFC’s option, however, payments may be made by check mailed to the holder’s registered address or, with respect to global notes, by wire transfer. You may present the notes for registration of transfer and exchange, without service charge, at the office or agency maintained by BHFC in New York, New York (or, if BHFC fails to maintain such office or agency, at the corporate trust office of the trustee in New York, New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York). The transfer of certificated exchange notes will be registerable and such exchange notes will be exchangeable for other exchange notes of other denomination of a like aggregate principal amount at such corporate trust office.

          You will not have the right to cause us to repurchase the exchange notes in whole or in part at any time before their maturity. The exchange notes are not subject to a sinking fund provision.

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Interest

          The exchange notes will accrue interest on their stated principal amount at the rate of 3.375% per annum from October 6, 2003, or from the most recent interest payment date to which interest has been paid or duly provided for, and accrued and unpaid interest will be payable semi-annually in arrears on April 15 and October 15 of each year, which are referred to as interest payment dates, commencing on April 15, 2004. Interest will be paid to the person in whose name a note is registered at the close of business on the April 1 or October 1, which are referred to as the record dates, immediately preceding the relevant interest payment date.

          The amount of interest payable for any full semi-annual interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which interest is payable on the exchange notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such interest payment date. A “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the Borough of Manhattan, the City of New York are authorized or required by law, regulation or executive order to close.

          Any amounts payable on any exchange notes that are not punctually paid on any payment date will cease to be payable to the person in whose name such exchange notes are registered on the relevant record date, and such defaulted payment will instead be payable to the person in whose name such exchange notes are registered on the special record date or other specified date determined in accordance with the indenture.

Ranking

          The exchange notes will be unsecured senior obligations of BHFC and will rank pari passu in right of payment with all of its unsubordinated, unsecured indebtedness and will be senior in right of payment to all of its subordinated indebtedness.

          The guarantee will be an unsecured senior obligation of Berkshire Hathaway, will rank pari passu with all of Berkshire Hathaway’s unsubordinated, unsecured indebtedness and senior to all of Berkshire Hathaway’s subordinated indebtedness, and will be effectively subordinated to all of Berkshire Hathaway’s existing and future secured indebtedness and to all existing and future indebtedness of Berkshire Hathaway’s subsidiaries (secured or unsecured). As of September 30, 2003, Berkshire Hathaway had no secured indebtedness and $1 billion of indebtedness, and its subsidiaries had $8 billion of indebtedness.

Guarantee of Notes

          Berkshire Hathaway will unconditionally and irrevocably guarantee the payment of all of BHFC’s obligations under the exchange notes pursuant to a guarantee to be endorsed on the notes. If BHFC defaults in the payment of the principal of, or interest on, such exchange notes when and as the same shall become due, whether upon maturity, acceleration, or otherwise, without the necessity of action by the trustee or any holder of such exchange notes, Berkshire Hathaway shall be required promptly and fully to make such payment.

Optional Redemption

          BHFC may redeem the exchange notes at any time, in whole or in part, at a “make whole” redemption price equal to the greater of (1) 100% of the principal amount to be redeemed or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the portion of the exchange notes being redeemed, not including any portion of such payments of interest accrued as of the date fixed for redemption, discounted to the date fixed for redemption on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus seven basis points, plus, in each case, accrued interest on the exchange notes being redeemed to the date fixed for redemption. The Quotation Agent will select a Comparable Treasury Issue, and the Reference Dealers will provide BHFC and the trustee with the Reference Dealer Quotations. BHFC will calculate the Comparable Treasury Price.

          “Adjusted Treasury Rate” means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue assuming a price for the Comparable

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Treasury Issue equal to the Comparable Treasury Price for the date fixed for redemption, in each case expressed as a percentage of its principal amount.

          “Comparable Treasury Issue” means, for any date fixed for redemption, the U.S. Treasury security selected by the Quotation Agent which has a maturity comparable to the remaining maturity of the exchange notes as of the date fixed for redemption, which would be used in accordance with customary financial practice to price new issues of corporate debt securities with a maturity comparable to the remaining maturity of the exchange notes as of the date fixed for redemption.

          “Comparable Treasury Price” means, for any Comparable Treasury Issue, the price after eliminating the highest and the lowest Reference Dealer Quotations and then calculating the average of the remaining Reference Dealer Quotations; provided, however, if BHFC obtains fewer than three Reference Dealer Quotations, BHFC will, when calculating the Comparable Treasury Price, calculate the average of all the Reference Dealer Quotations and not eliminate any such quotations.

          “Quotation Agent” means Goldman, Sachs & Co. or its successor.

          “Reference Dealers” means Goldman, Sachs & Co. or its successor and two or more other primary U.S. Government securities dealers in the City of New York appointed by BHFC, provided, however, that if Goldman, Sachs & Co. or its successor ceases to be a primary U.S. Government securities dealer, BHFC will appoint another primary U.S. Government securities dealer as a substitute.

          “Reference Dealer Quotations” means, for any Comparable Treasury Issue, the average of the bid and asked prices for such Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by the Reference Dealers to BHFC and the trustee as of 5:00 p.m. (EST) on the third business day before the relevant date fixed for redemption.

          BHFC may elect to effect a redemption in accordance with these provisions at any time and on any date. To exercise its option to redeem any such exchange notes, BHFC will mail a notice of redemption at least 30 days but not more than 60 days prior to the date fixed for redemption. If BHFC elects to redeem fewer than all the exchange notes, J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as Trustee, will select the particular notes to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as Trustee, deems fair and appropriate.

          Any notice of redemption, at BHFC’s option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal, premium, if any, and interest, if any, on the notes and that if the money has not been so received, the notice will be of no force and effect and will not be required to redeem the exchange notes. There will be no provisions for any maintenance or sinking funds for the exchange notes.

Consolidation, Merger and Sale of Assets

          Except as otherwise provided in the indenture, neither BHFC nor Berkshire Hathaway may (A)(i) merge into or consolidate with any other entity, or (ii) convey, transfer or lease their respective properties and assets substantially as an entirety to any individual, corporation, partnership or other entity or (B) permit any individual, corporation, partnership or other entity to (i) consolidate with or merge into either of them, or (ii) convey, transfer or lease their properties and assets substantially as an entirety to either of them, unless:

• in the case of clause (A) above, the successor or transferee corporation (or other entity) shall (i) be a corporation, partnership, limited liability company, trust or similar entity organized under the laws of the United States of America, any State of the United States or the District of Columbia (unless BHFC delivers a legal opinion to the trustee stating that there will not be any adverse tax effect on the holders of the exchange notes as a result of such successor or transferee not being organized under any such laws), and (ii) expressly assume, as applicable, (a) the due and punctual payment of the principal of and any interest on the exchange notes and the performance of BHFC’s obligations under the indenture or (b) the due and punctual performance of the guarantee and Berkshire Hathaway’s obligations under the indenture; and

• in the case of clause (B) above, after giving effect to such transaction (and treating any indebtedness which becomes an obligation of BHFC, Berkshire Hathaway or any consolidated subsidiary of Berkshire Hathaway’s as a result of such transaction as having been incurred by

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BHFC, Berkshire Hathaway or such consolidated subsidiary of Berkshire Hathaway, as applicable, at the time of such transaction), no event of default (and no event which, after notice or lapse of time or both, would become an event of default) under the indenture shall have happened and be continuing.

Events of Default

          Any one of the following events will constitute an event of default with respect to the exchange notes:

• a default in the payment of any interest on the exchange notes when due and payable, and the continuance of such default for a period of 30 days;

• a default in the payment of principal of the exchange notes when due and payable;

• a default in the performance, or breach, of other covenants or warranties of BHFC or Berkshire Hathaway in the indenture or of Berkshire Hathaway in the guarantee that continues for 60 days after BHFC or Berkshire Hathaway, as the case may be, receive notice of the default or breach;

• certain defaults under other indebtedness having an aggregate principal amount outstanding of at least $50,000,000 by Berkshire Hathaway, BHFC or any of Berkshire Hathaway’s other consolidated subsidiaries; and

• certain events of bankruptcy, insolvency or liquidation involving Berkshire Hathaway or BHFC.

          If an event of bankruptcy, insolvency or liquidation of Berkshire Hathaway or BHFC has occurred, the principal of the exchange notes and any other amounts payable under the indenture will become immediately due and payable. If any other event of default shall occur and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the exchange notes may declare the principal of the exchange notes and any other amounts payable under the indenture to be forthwith due and payable and to enforce their other rights as a creditor with respect to the exchange notes.

Defeasance

          BHFC’s obligations with respect to the payment of the principal and interest on the exchange notes, and Berkshire Hathaway’s obligations with respect to the exchange notes under the indenture and the guarantee, will terminate if BHFC irrevocably deposits or causes to be deposited with the trustee as trust funds specifically held in trust for, and dedicated solely to, the benefit of the holders of the exchange notes:

• cash,

• U.S. government obligations, which through the scheduled payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash, or

• a combination of the foregoing,

in each case sufficient to pay and discharge each installment of principal and interest on the exchange notes.

          The discharge of the exchange notes is subject to certain other conditions, including, without limitation,

• no event of default or event (including such deposit) which with notice or lapse of time would become an event of default shall have occurred and be continuing on the date of such deposit (or, with respect to an event of bankruptcy, insolvency or liquidation of Berkshire Hathaway or BHFC, at any time on or prior to the 90th day after the date of such deposit),

• BHFC shall have delivered to the trustee an opinion of independent tax counsel stating that (i) BHFC have received from, or there has been published by, the IRS a ruling or (ii) since the date of the indenture there has been a change in applicable federal income tax law, in either case, to the

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	effect that holders of the exchange notes will not recognize gain or loss for United States federal income tax purposes if BHFC makes such deposit,
•	BHFC shall have delivered to the trustee a certificate stating that the exchange notes, if they are then listed on any securities exchange, will not be delisted as a result of such deposit, and
•	such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which BHFC or Berkshire Hathaway are a party or otherwise bound.

Modification, Waiver, Meetings and Voting

          Modification of Indenture

          The indenture will provide that BHFC, Berkshire Hathaway and the trustee may, without the consent of any holders of exchange notes, enter into supplemental indentures for the purposes, among other things, of adding to BHFC’s or Berkshire Hathaway’s covenants, adding additional events of default, curing ambiguities or inconsistencies in the indenture, or making other changes to the indenture, provided such action does not have a material adverse effect on the interests of the holders of the exchange notes.

          In addition, modifications and amendments of the indenture may be made by BHFC and the trustee with the consent of the holders of not less than a majority of the aggregate principal amount of the exchange notes and each other then-outstanding series of securities, if any, issued under the indenture, acting as one class, that is affected by such modification or amendment, provided, however, that no such modification or amendment may, without the consent of each holder of exchange notes outstanding that is affected thereby,

• change the stated maturity of the principal of, or any installment of principal of or interest on, the exchange notes,

• reduce the principal of or interest rate on any exchange notes,

• change the place of payment where, or the currency in which, the exchange notes or any interest thereon is payable,

• impair the right to institute suit for the enforcement of any payment on or with respect to the exchange notes on or after the stated maturity thereof or on the guarantee,

• reduce the percentage in principal amount of the exchange notes then outstanding required for modification or amendment of the indenture or for any waiver of compliance with certain provisions of the indenture or for waiver of certain defaults, or

• modify any of the above provisions.

          Waiver of Default

          The holders of not less than a majority of aggregate principal amount of the exchange notes then outstanding may, on behalf of the holders of all exchange notes, waive any past default under the indenture with respect to the exchange notes except a default in the payment of principal or any interest on the exchange notes and a default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of the exchange notes then outstanding.

Assumption by Berkshire

          The indenture will provide that Berkshire Hathaway may, without the consent of the trustee or the holders of the exchange notes, assume all of BHFC’s rights and obligations under the indenture and the exchange notes if, after giving effect to such assumption, no event of default or event which with notice or lapse of time would become an event of default shall have occurred and be continuing. In addition, Berkshire Hathaway shall assume all of BHFC’s rights and obligations under the indenture and the exchange notes if, upon a default by BHFC in the due and punctual payment of the principal of or interest on the exchange notes, Berkshire Hathaway is prevented by any

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court order or judicial proceeding from fulfilling its obligations under the guarantee. Such assumption shall result in the exchange notes becoming the direct obligations of Berkshire Hathaway and shall be effected without the consent of the trustee or the holders of the exchange notes. Upon any such assumption, Berkshire Hathaway will execute a supplemental indenture evidencing its assumption of all such rights.

Book-Entry, Delivery and Form

          The exchange notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons. Upon issuance, the exchange notes will be deposited with the Trustee as custodian for DTC, and registered in the name of DTC or its nominee.

          Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which are referred to as “participants,” or persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

          So long as DTC, or its nominee, is the registered owner or holder of any of the exchange notes, DTC or that nominee, as the case may be, will be considered the sole owner or holder of such exchange notes represented by the global note for all purposes under the indenture and the exchange notes. No beneficial owner of an interest in a global note will be able to transfer such interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture and, if applicable, those of Euroclear and Clearstream Banking.

          Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of BHFC, Berkshire Hathaway, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

          BHFC expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. BHFC also expects that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

          Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

          BHFC expects that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in a global note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC will exchange the applicable global note for certificated notes, which it will distribute to its participants.

          A global note is exchangeable for definitive exchange notes in registered certificated form if:

• DTC (i) notifies BHFC that it is unwilling or unable to continue as depositary for the global notes, and BHFC fails to appoint a successor depositary, or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934;

• at BHFC’s option, BHFC notifies the trustee in writing that it has elected to cause the issuance of the certificated securities; or

• there has occurred and is continuing a default or event of default with respect to the exchange notes.

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          In addition, beneficial interests in a global note may be exchanged for certificated securities upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated securities delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

          DTC has advised BHFC that: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly, whom are referred to as indirect participants.

          Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of BHFC, Berkshire Hathaway, the Trustee or the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

          Same Day Settlement and Payment

          BHFC will make payments in respect of the exchange notes represented by the global notes (including principal, interest and premium, if any) by wire transfer of immediately available funds to the accounts specified by the global noteholder. BHFC will make all payments of principal, interest and premium with respect to certificated securities by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder’s registered address. The exchange notes represented by the global notes are expected to trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in the exchange notes will, therefore, be required by DTC to be settled in immediately available funds. BHFC expects that secondary trading in any certificated securities will also be settled in immediately available funds.

          Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited and any crediting of this type will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised BHFC that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Notices

     Except as otherwise described herein, notice to registered holders of the exchange notes will be given by mail to the addresses as they appear in the security register. Notices will be deemed to have been given on the date of such mailing.

Governing Law

     The indenture, the exchange notes and Berkshire Hathaway’s guarantee will be governed by and construed in accordance with the laws of the State of New York.

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PLAN OF DISTRIBUTION

          Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. BHFC has agreed that, starting on the expiration date of the exchange offer and ending one hundred and eighty days after such date, it will make this prospectus available to any broker-dealer for use in connection with any such resale.

          Neither BHFC nor Berkshire Hathaway will receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

          For a period of 180 days after the expiration of the exchange offer, BHFC will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. BHFC and Berkshire Hathaway will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

          The following summary describes the material United States federal income tax consequences resulting from the exchange of outstanding notes for the exchange notes by a holder. This discussion applies only to a holder of notes who holds such notes as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), and does not address holders of notes that may be subject to special rules. Holders that may be subject to special rules include United States expatriates, banks, thrifts or other financial institutions, regulated investment companies or real estate investment trusts, insurance companies, tax-exempt entities, S Corporations, broker-dealers or dealers in securities or currencies, traders in securities, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, persons that hold the notes as part of a straddle, hedge, conversion or other risk reduction or constructive sale transaction and persons subject to the alternative minimum tax provisions of the Code.

          If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership owning and disposing of exchange notes.

          This summary does not discuss all of the aspects of United States federal income taxation that may be relevant to investors in light of their particular circumstances. In addition, this summary does not discuss any United States state or local income or foreign income or other tax consequences. This summary is based upon the provisions of the Code, United States Treasury Regulations, rulings and judicial decisions, all as in effect as of the date of this prospectus and all of which are subject to change or differing interpretation, possibly with retroactive effect. Neither BHFC nor Berkshire Hathaway has requested, and does not plan to request, any rulings from the Internal Revenue Service (the “IRS”) concerning the tax consequences of the exchange of the outstanding notes for the exchange notes or the ownership or disposition of the exchange notes. The statements set forth below are not binding on the IRS or on any court. Thus, neither BHFC nor Berkshire Hathaway can provide any assurance that the statements set forth below will not be challenged by the IRS, or that they would be sustained by a court if they were so challenged. Certain tax matters were passed upon for BHFC and Berkshire Hathaway by Munger, Tolles & Olson LLP, Los Angeles, California, in an opinion that was filed with the registration statement of which this prospectus is a part.

          You should consult your own tax advisor regarding the particular United States federal, state and local and foreign income and other tax consequences of exchanging the outstanding notes for the exchange notes.

The Exchange

          The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an “exchange” for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes and the same tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

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LEGAL MATTERS

     The validity of the exchange notes and the related guarantees offered hereby will be passed upon for BHFC and Berkshire Hathaway by Munger, Tolles & Olson LLP, Los Angeles, California.

     Ronald L. Olson, a partner of Munger, Tolles & Olson LLP, is a director of Berkshire Hathaway. Mr. Olson and those attorneys at Munger, Tolles & Olson LLP who are representing BHFC and Berkshire Hathaway in connection with the exchange offer beneficially own, in the aggregate, 172 shares of Berkshire Hathaway’s class A common stock and 398 shares of Berkshire Hathaway’s class B common stock.

EXPERTS

     The consolidated financial statements and related financial statement schedule of Berkshire Hathaway Inc. and subsidiaries as of December 31, 2002 and 2001 and for the three years in the period ended December 31, 2002, incorporated by reference in this prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing in Berkshire Hathaway Inc.’s annual report on Form 10-K, filed on March 27, 2003 (which express an unqualified opinion and include an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets”), and have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

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BERKSHIRE HATHAWAY INC.

OFFER TO EXCHANGE

$750,000,000 principal amount of 3.375% Senior Notes Due 2008 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered under the
Securities Act of 1933, for any and all 3.375% Senior Notes Due 2008 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc.

PROSPECTUS

          , 2004

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED       , 2003

PROSPECTUS

BERKSHIRE HATHAWAY FINANCE CORPORATION

OFFER TO EXCHANGE

$750,000,000 principal amount of 4.625% Senior Notes Due 2013 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered under the
Securities Act of 1933, for any and all 4.625%% Senior Notes Due 2013 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc.

          We are offering to exchange Berkshire Hathaway Finance Corporation’s 4.625% Senior Notes Due 2013 which have been registered under the Securities Act of 1933, or the “exchange notes,” for Berkshire Hathaway Finance Corporation’s currently outstanding 4.625% Senior Notes Due 2013, or the “outstanding notes.” The exchange notes and the outstanding notes are both unconditionally guaranteed by Berkshire Hathaway Inc. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the outstanding notes, and will be issued under the same indenture.

          We will exchange an equal principal amount of exchange notes for all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires. The exchange offer expires at 5:00 p.m., New York City time, on [      ] 2004, unless extended. We do not currently intend to extend the exchange offer.

          You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

          The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes.

          Neither Berkshire Hathaway Finance Corporation nor Berkshire Hathaway Inc. will receive any proceeds from the exchange offer.

          We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

INVESTING IN THE EXCHANGE NOTES INVOLVES RISKS SOME OF WHICH ARE DESCRIBED IN THE “RISK FACTORS” SECTION ON PAGE 14 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is       , 2004

TABLE OF CONTENTS

About This Prospectus	2
Where You Can Find More Information	3
Forward Looking Statements	4
Prospectus Summary	5
Selected Consolidated Financial Data	12
Risk Factors	14
Ratio of Earnings to Fixed Charges	15
Use of Proceeds	15
The Exchange Offer	16
Description of the Exchange Notes	25
Plan of Distribution	33
Material United States Federal Income Tax Consequences	34
Legal Matters	35
Experts	35

ABOUT THIS PROSPECTUS

          In this prospectus, the term “BHFC” refers to Berkshire Hathaway Finance Corporation, the issuer of the outstanding notes and the exchange notes. The term “Berkshire Hathaway” refers to Berkshire Hathaway Inc., the guarantor of the outstanding notes and the exchange notes. “Outstanding notes” refers to BHFC’s 4.625% Senior Notes Due 2013, of which $750,000,000 principal amount were originally issued and guaranteed by Berkhire Hathaway on October 6, 2003. “Exchange notes” refers to BHFC’s 4.625% Senior Notes Due 2013, unconditionally guaranteed by Berkshire Hathaway, offered pursuant to this prospectus. The outstanding notes and the exchange notes are sometimes referred to collectively as the “notes.”

          Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. BHFC and Berkshire Hathaway have agreed that, starting on the expiration date of the exchange offer and ending one hundred and eighty days after such date, this prospectus will be made available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

          Any statements in this prospectus concerning the provisions of any document are not complete. Such references are made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the SEC. Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed.

          You should rely only on the information contained or incorporated by reference in this prospectus. No one has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus, in connection with any offer made by this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.

          Neither the delivery of this prospectus nor any sale or exchange made hereunder or thereunder shall, under any circumstances, create an implication that the information contained or incorporated by reference in this prospectus is correct as of any time subsequent to its date. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. The business, financial condition, results of operations and prospects of Berkshire Hathaway and BHFC may have changed since that date.

2

WHERE YOU CAN FIND MORE INFORMATION

          This prospectus is part of a registration statement on Form S-4 that BHFC and Berkshire Hathaway filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which is referred to collectively as the Securities Act. The registration statement covers the exchange notes being offered and Berkshire Hathaway’s guarantee of the exchange notes and encompasses all amendments, exhibits, annexes, and schedules to the registration statement. This prospectus does not contain all the information in the exchange offer registration statement. For further information about BHFC, Berkshire Hathaway and the exchange offer, reference is made to the registration statement. Statements made in this prospectus as to the contents of any contract, agreement, or other document referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement, or other document filed as an exhibit to the registration statement, you should read the documents contained in the exhibits.

          BHFC is not subject to the informational requirements of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12h-5 thereunder. Berkshire Hathaway is, however, subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, Berkshire Hathaway files reports, proxy statements and other information with the SEC. You may read and copy any document Berkshire Hathaway files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information about the public reference room. These SEC filings are also available to the public from the SEC’s website at www.sec.gov. In addition, Berkshire Hathaway’s class A common stock and class B common stock are listed on the New York Stock Exchange, and its reports, proxy statements and other information can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

          In this document BHFC and Berkshire Hathaway “incorporate by reference” the information that Berkshire Hathaway files with the SEC, which means that they can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. BHFC and Berkshire Hathaway incorporate by reference the documents listed below and any future filings made by either of them with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus:

• Berkshire Hathaway’s Annual Report on Form 10-K for the year ended December 31, 2002;

• Berkshire Hathaway’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003; and

• Berkshire Hathaway’s Current Reports on Form 8-K filed on November 10, 2003, October 8, 2003, August 11, 2003, May 8, 2003 and May 5, 2003.

          Berkshire Hathaway will provide to each person to whom a copy of this prospectus is delivered, upon request and at no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of such information by writing or telephoning Berkshire Hathaway at:

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Attn: Jerry Hufton
Tel: (402) 346-1400

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FORWARD-LOOKING STATEMENTS

          Certain statements contained, or incorporated by reference, in this prospectus are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by BHFC or Berkshire Hathaway, which may be provided by management are also forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about BHFC and Berkshire Hathaway, economic and market factors and the industries in which they do business, among other things. These statements are not guarantees of future performance and neither BHFC nor Berkshire Hathaway has any specific intention to update these statements.

          Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause Berkshire Hathaway’s actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, changes in market prices of Berkshire Hathaway’s investments in fixed maturity and equity securities, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or an act of terrorism that causes losses insured by Berkshire Hathaway’s insurance subsidiaries, changes in insurance laws or regulations, changes in federal income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which Berkshire Hathaway and its affiliates do business, especially those affecting the property and casualty insurance industry.

4

PROSPECTUS SUMMARY

          This summary highlights selected information from this prospectus, but does not contain all information that may be important to you. This prospectus includes or incorporates by reference specific terms of the exchange offer, as well as information regarding BHFC’s and Berkshire Hathaway’s business and detailed financial data. You are encouraged to read the detailed information and financial statements appearing elsewhere or incorporated by reference in this prospectus.

Berkhire Hathaway Inc.

          Berkshire Hathaway is a holding company that owns subsidiaries engaged in a number of diverse business activities, the most important of which is the property and casualty insurance business, which is conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO Corporation, the fifth largest auto insurer in the United States, and General Re Corporation, one of the four largest reinsurers in the world.

     Berkshire Hathaway’s non-insurance subsidiaries conduct a variety of business activities, including:

• diversified manufacturing and distribution of commercial and industrial products (Scott Fetzer, whose principal products are sold under the Kirby and Campbell Hausfeld brand names)

• the retail sale of home furnishings, appliances, electronics, fine jewelry and gifts (Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture, Jordan’s Furniture, Borsheim’s, Helzberg Diamond Shops and Ben Bridge Jeweler)

• the manufacturing and distribution of apparel (Garan, H.H. Brown Shoe Group, Justin Brands, Fruit of the Loom and Fechheimer Brothers)

• the training of operators of aircraft and ships and providing fractional ownership programs for general aviation aircraft (FlightSafety International and NetJets)

• the manufacturing and distribution of a variety of building materials and related products and services (Acme Brick, Benjamin Moore, Johns Manville and MiTek)

• the manufacturing and distribution of carpet and floor coverings (Shaw Industries)

• proprietary investing, consumer financing, real estate financing, transportation equipment leasing and risk management products (BH Finance, Berkshire Hathaway Credit Corporation, Clayton Homes, General Re Securities and XTRA Corporation)

• the distribution of groceries and nonfood items to convenience stores, wholesale clubs, mass merchandisers, quick service restaurants and others (McLane), and

• other businesses (Buffalo News, See’s Candies, International Dairy Queen, CORT Business Services, Albecca, The Pampered Chef and CTB International).

     Operating decisions are made by the managers of the various businesses. Investment decisions and all other capital allocation decisions are made by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire Hathaway’s board of directors.

     Berkshire Hathaway’s executive offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 
346-1400.

Berkshire Hathaway Finance Corporation

     Berkshire Hathaway Finance Corporation is a Delaware corporation that was created by Berkshire Hathaway on August 4, 2003. Assets of Berkshire Hathaway Finance Corporation consist of term loans to Vanderbilt Mortgage, Inc. (“Vanderbilt”), an indirect wholly owned subsidiary of Berkshire Hathaway, as well as loans receivable from

5

and loans payable to other Berkshire Hathaway subsidiaries. BHFC charges Vanderbilt interest at a rate which is approximately 100 basis points higher than it pays on its related debt obligations (consisting of the outstanding notes, BHFC’s 3.375% Senior Notes Due 2008 and BHFC’s 4.20% Senior Notes due 2010 and short term loans from BH Finance LLC (an indirect wholly owned subsidiary of Berkshire Hathaway)).

          Berkshire Hathaway Finance Corporation’s offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

6

Summary of the Exchange Offer

          The following is a brief summary of terms of the exchange offer covered by this prospectus. For a more complete description of the exchange offer, see “The Exchange Offer.”

Initial Offering of Outstanding Notes	The outstanding notes were issued by BHFC on October 6, 2003 to Goldman, Sachs & Co., as the Initial Purchaser. The Initial Purchaser subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. Persons within the meaning of Regulation S under the Securities Act.
Exchange and Registration Rights Agreement	Simultaneously with the initial sale of the outstanding notes, BHFC, Berkshire Hathaway and the Initial Purchaser entered into a registration rights agreement for the exchange offer. The registration rights agreement requires, among other things, that BHFC and Berkshire Hathaway use their best efforts to complete a registered exchange offer for the outstanding notes or cause to become effective a shelf registration statement for resales of the outstanding notes. The exchange offer is intended to satisfy the obligations under the registration rights agreement. After the exchange offer is complete, neither BHFC or Berkshire Hathaway will have any further obligations, except under limited circumstances, to provide for any exchange or registration rights of your outstanding notes.
The Exchange Offer	Pursuant to the registration rights agreement, BHFC is offering to exchange $1,000 principal amount of BHFC’s 4.625% Senior Notes Due 2013, which have been registered under the Securities Act, for each $1,000 principal amount of BHFC’s currently outstanding 4.625% Senior Notes Due 2013, which were offered without registration under the Securities Act in the initial offer. Both the exchange notes offered by this prospectus and the outstanding notes are fully and unconditionally guaranteed by Berkshire Hathaway.
Mechanics of the Exchange Offer	BHFC will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on [        ], 2004. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. Exchange notes will be issued only in integral multiples of $1,000. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
	•	the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;
	•	the exchange notes bear a different CUSIP number than the outstanding notes; and
	•	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate in some circumstances relating to the timing of the exchange offer.
Resales	BHFC and Berkshire Hathaway believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•	you acquire the exchange notes in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no

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		arrangement or understanding with any person to participate, in the distribution of the exchange notes issued in the exchange offer; and
	•	you are not an affiliate of ours.
	If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. Neither BHFC nor Berkshire Hathaway will assume, nor will either of them indemnify you against, any such liability.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes, where such outstanding notes were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. See “Plan of Distribution.”
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on [        ], 2004, unless extended. BHFC does not currently intend to extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, including that it does not violate any applicable law or Securities and Exchange Commission staff interpretation.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the applicable procedures under DTC’s Automated Tender Offer Program, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus. See “The Exchange Offer — Procedures for Tendering Outstanding Notes”
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.
	By executing the letter of transmittal, you will represent to us and BHFC that, among other things:
	•	you, or the person or entity receiving the related exchange notes, are acquiring the exchange notes in the ordinary course of business;
	•	neither you nor any person or entity receiving the related exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;
	•	neither you nor any person or entity receiving the related exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;
	•	neither you nor any person or entity receiving the related exchange notes

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		is an “affiliate” of BHFC or Berkshire Hathaway, as defined in Rule 405 under the Securities Act;
	•	if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for outstanding notes acquired as the result of market making activities or other trading activities and that you will deliver a prospectus in connection with any resale of the exchange notes; and
	•	you are not acting on behalf of any person or entity that could not truthfully make these statements.
	Alternatively, you may tender your outstanding notes by following the procedures for book-entry delivery or by complying with the guaranteed delivery procedures each described in this prospectus. See “The Exchange Offer — Procedures for Tendering Outstanding Notes”
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Effect of Not Tendering	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the Securities Act, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, neither BHFC nor Berkshire Hathaway will have any further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the Securities Act. See “The Exchange Offer — Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer.”
Interest on the Exchange Bonds and the Outstanding Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from October 6, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Right	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date by complying with the withdrawal procedures described in this prospectus. See “The Exchange Offer — Withdrawal of Tenders”
Federal Income Tax Consequences	The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes. You will not recognize any taxable gain or loss as a result of exchanging outstanding notes for exchange notes and you will have the same tax basis and holding period in the exchange notes as you had in the outstanding notes immediately before the exchange. See “Material United States Federal Income Tax Consequences.”
Use of Proceeds	Neither BHFC nor Berkshire Hathaway will receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. See “Use of

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	Proceeds.”
Dissenters’ Right	Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.
Exchange Agent	J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.) is the exchange agent for the exchange offer.

Terms of the Exchange Notes

          The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, see “Description of the Exchange Notes.”

Issuer	Berkshire Hathaway Finance Corporation, a wholly-owned finance subsidiary of Berkshire Hathaway Inc.
Guarantor	Berkshire Hathaway Inc.
Securities	$750,000,000 aggregate principal amount of BHFC’s 4.625% Senior Notes Due 2013, registered under the federal securities laws.
Maturity Date	October 15, 2013.
Interest and Payment Dates	4.625% per annum, payable semiannually in arrears on April 15 and October 15 of each year commencing on April 15, 2004, to the holders of record on the preceding April 1 and October 1, respectively.
Ranking	The exchange notes will be unsecured senior obligations, will rank pari passu in right of payment with all of BHFC’s unsubordinated, unsecured indebtedness and will be senior in right of payment to all of its subordinated indebtedness.
	The guarantee of the exchange notes will be an unsecured senior obligation of Berkshire Hathaway, will rank pari passu with all of its unsubordinated, unsecured indebtedness and senior to all of its subordinated indebtedness, and will be effectively subordinated to all of its existing and future secured indebtedness and to all existing and future indebtedness of its subsidiaries (secured or unsecured). As of September 30, 2003, Berkshire Hathaway had no secured indebtedness and $1 billion of indebtedness, and its subsidiaries had $8 billion of indebtedness.
Guarantee	All of BHFC’s obligations under the exchange notes will be unconditionally and irrevocably guaranteed by Berkshire Hathaway.
Optional Redemption	BHFC will have the option to redeem the exchange notes, in whole or in part, at any time, at a redemption price equal to the greater of (A) 100% of the principal amount of the exchange notes to be redeemed or (B) as determined by the quotation agent described herein, the sum of the present values of the remaining scheduled payments of principal and interest on the exchange notes to be redeemed, not including any portion of these payments of interest accrued as of the date on which the exchange notes are to be redeemed, discounted to the date on which the exchange notes are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30 day months, at the adjusted treasury rate described herein plus ten basis points, plus, in each case, accrued interest on the exchange notes to be redeemed to the date on which the exchange notes are to be redeemed. See “Description

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	of the Exchange Notes — Optional Redemption.”
Repayment	The exchange notes will not be repayable at the option of the holder prior to maturity.
Sinking Fund	The exchange notes are not subject to a sinking fund provision.
Absence of a Public Market for the Exchange Notes	The exchange notes are new securities, for which there is no established trading market, and none may develop. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. Neither BHFC nor Berkshire Hathaway intends to apply for listing of the exchange notes on any securities exchange or to arrange for any quotation system to quote them.
Form and Denomination	The Depository Trust Company (“DTC”) will act as securities depositary for the exchange notes, which will be issued only as fully registered global securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC, except in certain circumstances. One or more fully registered global notes will be issued to DTC for the exchange notes. The exchange notes will be issued in denominations of $1,000 and integral multiples thereof.
Trustee	J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)
Risk Factors	See “Risk Factors” and the other information in, and incorporated by reference in, this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.

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SELECTED CONSOLIDATED FINANCIAL DATA

          The selected consolidated financial data which follows should be read in conjunction with the audited consolidated financial statements and accompanying notes and the unaudited condensed consolidated financial statements and accompanying notes of Berkshire Hathaway in the documents which are incorporated by reference in this prospectus. The condensed consolidated financial statements of Berkshire Hathaway as of September 30, 2003 and 2002 and for the periods then ended are unaudited; however, in Berkshire Hathaway’s opinion, they reflect all adjustments, consisting only of normal recurring items, necessary for a fair presentation of the financial position and results of operations for such periods. See “Where You Can Find More Information.” Historical results are not necessarily indicative of the results to be obtained in the future.

BERKSHIRE HATHAWAY INC.
and Subsidiaries
(dollars in millions except per share data)

		Nine months
		ended September 30,				Year ended December 31,
		2003		2002		2002		2001		2000		1999		1998
Revenues:
	Insurance premiums earned	$	15,939	$	13,620	$	19,182	$	17,905	$	19,343	$	14,306	$	5,481
	Sales and service revenues		21,400		12,557		17,347		14,902		7,361		5,918		4,675
	Interest, dividend and other investment income		2,269		2,106		2,943		2,765		2,685		2,314		1,049
	Revenues from finance and financial products		1,548		1,397		1,845		1,533		961		1,105		225
	Realized investment gains (1)		2,848		459		918		1,488		4,499		1,247		2,584
	Total revenues	$	44,004	$	30,139	$	42,235	$	38,593	$	34,849	$	24,890	$	14,014
Earnings:
	Net earnings (1) (3) (4) (5)	$	5,765	$	3,102	$	4,286	$	795	$	3,328	$	1,557	$	2,830
	Net earnings per share (3) (4)	$	3,755	$	2,024	$	2,795	$	521	$	2,185	$	1,025	$	2,262

	As of September 30,				As of December 31, (2)
	2003		2002		2002		2001		2000		1999		1998
Total assets	$	172,239	$	167,749	$	169,544	$	162,752	$	135,792	$	131,416	$	122,237
Notes payable and other borrowings of insurance and other non-finance businesses		4,148		4,300		4,807		3,485		2,663		2,465		2,385
Notes payable and other borrowings of finance businesses		4,812		4,652		4,481		9,019		2,116		1,998		1,503
Shareholders’ equity		71,968		62,617		64,037		57,950		61,724		57,761		57,403
Class A equivalent common shares outstanding, in thousands		1,536		1,534		1,535		1,528		1,526		1,521		1,519
Shareholders’ equity per outstanding Class A equivalent share	$	46,860	$	40,814	$	41,727	$	37,920	$	40,442	$	37,987	$	37,801

(1)  The amount of realized investment gains and losses for any given period has no predictive value, and variations in amount from period to period have no practical analytical value, particularly in view of the unrealized appreciation now existing in Berkshire’s consolidated investment portfolio. For the first nine months of 2003 and 2002, after-tax realized investment gains were $1,884 million and $307 million, respectively. For the year ending December 31, after-tax realized investment gains were $566 million in 2002, $923 million in 2001, $2,746 million in 2000, $809 million in 1999 and $1,663 million in 1998.

(2)  Year-end data for 1998 includes General Re Corporation acquired by Berkshire on December 21, 1998.

(3)  Net earnings for the year ending December 31, 2001 includes pre-tax underwriting losses of $2.4 billion in connection with the September 11 terrorist attack. Such loss reduced net earnings by approximately $1.5 billion and earnings per share by $982.

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(4)  A reconciliation of Berkshire’s Consolidated Statements of Earnings for each of the five years ending December 31, 2002 and for the first nine months of 2003 and 2002 from amounts reported to amounts exclusive of goodwill amortization is shown below. Goodwill amortization for the years ending December 31, 2001 and 2000 includes $78 million and $65 million, respectively, related to Berkshire’s equity method investment in MidAmerican Energy Holdings Company.

	Nine months
	ended September 30,				Year ended December 31,
	2003		2002		2002		2001		2000		1999		1998
Net earnings as reported	$	5,765	$	3,102	$	4,286	$	795	$	3,328	$	1,557	$	2,830
Goodwill amortization, after tax		—		—		—		636		548		476		111
Net earnings as adjusted	$	5,765	$	3,102	$	4,286	$	1,431	$	3,876	$	2,033	$	2,941
Earnings per equivalent share of Class A common stock:
As reported	$	3,755	$	2,024	$	2,795	$	521	$	2,185	$	1,025	$	2,262
Goodwill amortization		—		—		—		416		360		313		88
Earnings per share as adjusted	$	3,755	$	2,024	$	2,795	$	937	$	2,545	$	1,338	$	2,350

(5)  Net earnings for each of the five years ending December 31, 2002 and for the first nine months of 2003 and 2002 are disaggregated in the table that follows.

			Nine months
			ended September 30,						Year ended December 31,
			2003			2002			2002			2001			2000			1999			1998
Sources of net earnings:
	Insurance - underwriting		$	704		($	64	)	($	292	)	($	2,662	)	($	1,041	)	($	897	)	$	171
	Insurance - investment income			1,682			1,514			2,096			1,968			1,946			1,769			731
	Non-insurance businesses			1,594			1,407			2,035			1,224			537			590			428
	Interest expense			(44	)		(39	)		(55	)		(60	)		(61	)		(70	)		(63	)
	Other*			(55	)		(23	)		(64	)		(598	)*		(799	)*		(644	)*		(100	)*
		Earnings before realized investment gains		3,881			2,795			3,720			(128	)		582			748			1,167
	Realized investment gains			1,884			307			566			923			2,746			809			1,663
		Net earnings	$	5,765		$	3,102		$	4,286		$	795		$	3,328		$	1,557		$	2,830

* Primarily goodwill amortization and other purchase-accounting adjustments.

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RISK FACTORS

          Your decisions whether or not to participate in the exchange offer and own outstanding notes or exchange notes will involve some degree of risk. You should be aware of, and carefully consider, the following risk factors, along with all of the other information provided or referred to in this prospectus, before deciding whether or not to participate in the exchange offer.

          If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.

          BHFC will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. None of BHFC, Berkshire Hathaway or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if your tender of outstanding notes is not accepted because you did not tender your outstanding notes properly, then, after consummation of the exchange offer, you will continue to hold outstanding notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be fewer outstanding notes remaining and the market for such outstanding notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged outstanding notes could become more limited than the existing trading market for the outstanding notes and could cease to exist altogether due to the reduction in the amount of the outstanding notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered outstanding notes.

          If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.

          If you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

          You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop.

          The exchange notes will be new securities for which there is currently no established trading market, and none may develop. Neither BHFC nor Berkshire Hathaway intends to apply for listing of the exchange notes on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the exchange notes will depend on the number of holders of the exchange notes, the interest of securities dealers in making a market in the exchange notes and other factors. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. If an active trading market does not develop, the market price and liquidity of the exchange notes may be adversely affected. If the exchange notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, the performance and business prospects of BHFC and Berkshire Hathaway and certain other factors. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after consummation of the exchange offer could lower the market price of such exchange notes.

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RATIO OF EARNINGS TO FIXED CHARGES

          The following table sets forth Berkshire Hathaway’s ratio of consolidated earnings to consolidated fixed charges for the nine months ended September 30, 2003 and for the fiscal years ended December 31, 2002, 2001, 2000, 1999 and 1998.

	Nine Months
	Ended			Fiscal Year Ended December 31,
	September 30,
	2003			2002			2001			2000			1999			1998
Earnings Available for Fixed Charges (in millions)	$	8,581		$	6,837		$	2,373		$	6,467		$	3,223		$	4,477
Fixed Charges* (in millions)	$	444		$	837		$	1,069		$	986		$	773		$	163
Ratio of Earnings to Fixed Charges*		19.33	x		8.17	x		2.22	x		6.56	x		4.17	x		27.47	x

*     Includes fixed charges of finance businesses. Ratios of consolidated earnings to consolidated fixed charges, excluding fixed charges of finance businesses, are: nine months ended September 30, 2003 — 41.28x; 2002 — 20.93x; 2001 — 5.25x; 2000 — 26.85x; 1999 — 14.10x; 1998 — 31.38x.

USE OF PROCEEDS

          Neither BHFC nor Berkshire Hathaway will receive any proceeds from the issuance of the exchange notes in the exchange offer. BHFC will receive in exchange outstanding notes in like principal amount. BHFC will retire or cancel all of the outstanding notes tendered in the exchange offer.

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THE EXCHANGE OFFER

Original Issuance of the Outstanding Notes

          On October 6, 2003, BHFC issued the outstanding notes in an aggregate principal amount of $750,000,000 to Goldman, Sachs & Co., as initial purchaser. Because this issuance of the outstanding notes was not a transaction registered under the Securities Act, the outstanding notes were offered by Goldman, Sachs & Co. only (i) in the United States, to qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, and (ii) outside the United States, to persons other than U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.

Registration Rights Agreement

          The outstanding notes were issued on October 6, 2003. The outstanding notes are subject to broad transfer restrictions owing to the fact that they are not registered under the Securities Act. Consequently, in connection with the issuance of the outstanding notes, BHFC and Berkshire Hathaway entered into a registration rights agreement with Goldman, Sachs & Co., as initial purchaser. This registration rights agreement requires BHFC and Berkshire Hathaway to register the exchange notes under the Securities Act and to offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the Securities Act. The exchange offer is being effected to comply with the registration rights agreement.

          The registration rights agreement requires BHFC and Berkshire Hathaway to:

• file a registration statement for the exchange offer and the exchange notes within 90 days after the issue date of the outstanding notes;

• use best efforts to cause the registration statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the issue date of the outstanding notes;

• use best efforts to consummate the exchange offer promptly, but no later than 45 days following the date such registration statement has become effective; and

• under certain circumstances, file a shelf registration statement for the resale of the outstanding notes and use their best efforts to cause such shelf registration statement, if any, to become effective under the Securities Act.

          These requirements under the registration rights agreement will be satisfied when the exchange offer is completed. However, if BHFC or Berkshire Hathaway fails to meet any of these requirements, the holders of the outstanding notes will be paid additional interest on such notes as liquidated damages, and such additional interest will accrue on the principal amount of the outstanding notes (in addition to the stated interest on such notes). Additional interest will accrue at a rate of 0.25% per annum for the first 90-day period from and including the date on which any of the previous events (each a “registration default”) occur and shall increase to 0.50% per annum thereafter. Following the cure of all such registration defaults, if any, the accrual of such additional interest on the outstanding notes would cease and the interest rate would revert to the original 4.625% rate.

          BHFC and Berkshire Hathaway agreed to keep the exchange offer for the outstanding notes open for not less than 30 days after the date on which notice of such exchange offer is delivered to the holders of the outstanding notes. Under the registration rights agreement, the obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, BHFC and Berkshire Hathaway may be required to file a “shelf” registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

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          This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement for the exchange offer and the exchange notes in which this prospectus is included.

Transferability of the Exchange Notes

          Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission in several no-action letters issued to third parties not related to BHFC or Berkshire Hathaway, the exchange notes would, in general, be freely tradable after the completion of the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, any participant in the exchange offer described in this prospectus who is an affiliate of BHFC or Berkshire Hathaway or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the interpretations of the Securities and Exchange Commission staff;

• will not be entitled to participate in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding notes unless such sale or transfer is made pursuant to an exemption from such requirement.

          Each holder of outstanding notes who wishes to exchange outstanding notes for exchange notes pursuant to the exchange offer will be required to represent that:

• it is not an affiliate of BHFC or Berkshire Hathaway;

• the exchange notes to be received by it will be acquired in the ordinary course of its business; and

• at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

          To participate in the exchange offer, you must represent as the holder of outstanding notes that each of these statements is true.

          In addition, in connection with any resales of the exchange notes, any broker-dealer that acquired exchange notes for its own account as a result of market-making or other trading activities, which is referred to as an “exchanging broker-dealer,” must deliver a prospectus meeting the requirements of the Securities Act. The Securities and Exchange Commission has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes with the prospectus contained in the registration statement for the exchange offer. Under the registration rights agreement, exchanging broker-dealers and any other person, if any, subject to similar prospectus delivery requirements, will be allowed to use this prospectus in connection with the resale of exchange notes.

The Exchange Offer

          Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, BHFC will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on [       ], 2004. BHFC will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. Outstanding notes may be tendered only in integral multiples of $1,000.

          The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

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• the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;

• the exchange notes bear a different CUSIP number from the outstanding notes; and

• after consummation of the exchange offer, holders of the exchange notes will not be entitled to any rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

          The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture under which the outstanding notes were issued.

          As of the date of this prospectus, $750,000,000 in aggregate principal amount of outstanding notes was outstanding. [       ], 2004 has been fixed as the date on which this prospectus and the letter of transmittal will be initially mailed to the record holders of the outstanding notes as of [       ], 2004. The exchange offer will be conducted in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission under the Securities Act and the Securities Exchange Act.

Interest on the Exchange Notes

          The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from October 6, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

          Interest on the notes is payable semiannually on April 15 and October 15 of each year to the holders of record on the preceding April 1 and October 1, respectively.

Conditions to the Exchange Offer

          Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, BHFC will not be required to issue exchange notes, and BHFC may terminate the exchange offer or, at its option, modify, extend or otherwise amend the exchange offer, if, prior to the expiration date of the exchange offer, as it may be extended from time to time:

• the exchange offer, or the making of any exchange by a holder, violates any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC;

• any action or proceeding shall have been instituted or threatened with respect to the exchange offer which would materially impair BHFC’s or Berkshire Hathaway’s ability to proceed with the exchange offer;

• not all governmental approvals that BHFC and Berkshire Hathaway deem necessary for the consummation of the exchange offer have been obtained; or

• the trustee with respect to the indenture for the outstanding notes and exchange notes shall have (i) objected in any respect to, or taken any action that could, in the reasonable judgment of BHFC or Berkshire Hathaway, adversely affect the consummation of the exchange offer or the exchange of exchange notes for outstanding notes under the exchange offer, or (ii) taken any action that challenges the validity or effectiveness of the procedures used in making the exchange offer or the exchange of the outstanding notes under the exchange offer.

          The foregoing conditions are for the sole benefit of BHFC and Berkshire Hathaway and may be waived by them in whole or in part in their absolute discretion. Any determination made by them concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

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          If any of the foregoing conditions are not satisfied or waived on the expiration date of the exchange offer, BHFC or Berkshire Hathaway may:

• terminate the exchange offer and return all tendered outstanding notes to the holders thereof;

• modify, extend or otherwise amend the exchange offer and retain all tendered outstanding notes until the expiration date, as extended, subject, however, to the withdrawal rights of holders (See “—Withdrawal of Tenders” and “—Expiration Date; Extensions; Amendments; Termination”); or

• waive the unsatisfied conditions with respect to the exchange offer and accept all outstanding notes tendered and not previously withdrawn.

          BHFC reserves the right, in its absolute discretion, to purchase or make offers to purchase any outstanding notes that remain outstanding subsequent to the expiration date for the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. Any purchase or offer to purchase will not be made except in accordance with applicable law and will in no event be made prior to the expiration of ten business days after the expiration date.

Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer

          Consummation of the exchange offer may have adverse consequences to holders of outstanding notes who elect not to tender their notes in the exchange offer. In particular, the trading market for unexchanged outstanding notes could become more limited than the existing trading market for the outstanding notes and could cease to exist altogether due to the reduction in the amount of the outstanding notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of the outstanding notes. If a market for unexchanged outstanding notes exists or develops, the outstanding notes may trade at a discount to the price at which they would trade if the amount outstanding were not reduced. There can, however, be no assurance that an active market in the unexchanged outstanding notes will exist, develop or be maintained or as to the prices at which the unexchanged outstanding notes may be traded. This would result in less protection for holders of unexchanged outstanding notes. See “Risk Factors— If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.”

Expiration Date; Extensions; Amendments; Termination

          For purposes of the exchange offer, the term “expiration date” means 5:00 p.m., New York City time, on [       ], 2004, subject to the right to extend such date and time for the exchange offer in the absolute discretion of BHFC, in which case the expiration date means the latest date and time to which the exchange offer is extended.

          BHFC reserves the right, in its absolute discretion, to (i) extend the exchange offer, (ii) terminate the exchange offer if a condition to its obligation to deliver the exchange notes is not satisfied or waived on the expiration date, as extended, or (iii) amend the exchange offer by giving oral or written notice of such delay, extension, termination or amendment to the exchange agent. If the exchange offer is amended in a manner BHFC determines constitutes a material change, BHFC will extend the exchange offer for a period of two to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise have expired during the two to ten business day period.

          BHFC will promptly announce any extension, amendment or termination of the exchange offer by issuing a press release to the Dow Jones News Service. BHFC will announce any extension of the expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date. BHFC has no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment or termination.

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Settlement Date

          The exchange notes will be issued in exchange for the outstanding notes in the exchange offer on the settlement date, which will be as soon as practicable following the expiration date of the exchange offer. BHFC will not be obligated to deliver exchange notes unless the exchange offer is consummated.

Effect of Tender

          Any tender by a holder (and the subsequent acceptance of such tender) of outstanding notes will constitute a binding agreement between that holder, BHFC and Berkshire Hathaway upon the terms and subject to the conditions of the exchange offer described herein and in the letter of transmittal. The acceptance of the exchange offer by a tendering holder of the outstanding notes will constitute the agreement by that holder to deliver good and marketable title to the tendered outstanding notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Outstanding Notes

          Upon the submission of the letter of transmittal, or agreement to the terms of the letter of transmittal pursuant to an agent’s message, a holder, or the beneficial holder of such outstanding notes on behalf of which the holder has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the exchange offer generally, be deemed, among other things, to:

• irrevocably sell, assign and transfer to or upon BHFC’s order or the order of its nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of such holder’s status as a holder of, all outstanding notes tendered thereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against BHFC, Berkshire Hathaway or any fiduciary, trustee, fiscal agent or other person connected with the outstanding notes arising under, from or in connection with such outstanding notes;

• waive any and all rights with respect to the outstanding notes tendered thereby (including, without limitation, any existing or past defaults and their consequences in respect of such outstanding notes); and

• release and discharge BHFC, Berkshire Hathaway and the trustee for the outstanding notes from any and all claims such holder may have, now or in the future, arising out of or related to the outstanding notes tendered thereby, including, without limitation, any claims that such holder is entitled to receive additional principal or interest payments with respect to the outstanding notes tendered thereby or to participate in any redemption or defeasance of the outstanding notes tendered thereby.

          In addition, such holder of outstanding notes will be deemed to represent, warrant and agree that:

• it has received and reviewed this prospectus;

• it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the outstanding notes tendered thereby and it has full power and authority to execute the letter of transmittal;

• the outstanding notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and BHFC will acquire good, indefeasible and unencumbered title to such outstanding notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when BHFC accepts the same;

• it will not sell, pledge, hypothecate or otherwise encumber or transfer any outstanding notes tendered thereby from the date of the letter of transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

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• in evaluating the exchange offer and in making its decision whether to participate therein by submitting a letter of transmittal and tendering its outstanding notes, such holder has made its own independent appraisal of the matters referred to herein and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by BHFC, Berkshire Hathaway, the trustee or the exchange agent other than those contained in this prospectus (as amended or supplemented to the expiration date);

• the execution and delivery of the letter of transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions set out or referred to in this prospectus;

• the submission of the letter of transmittal to the exchange agent shall, subject to the terms and conditions of the exchange offer constitute the irrevocable appointment of the exchange agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the outstanding notes tendered thereby in favor of BHFC or such other person or persons as it may direct and to deliver such form(s) of transfer and other document(s) in the attorney’s and agent’s discretion and/or the certificate(s) and other document(s) of title relating to such outstanding notes’ registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the exchange offer, and to vest in BHFC or its nominees such outstanding notes; and

• the terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a part of, the letter of transmittal which shall be read and construed accordingly.

          The representations and warranties and agreements of a holder tendering outstanding notes shall be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date. For purposes of this prospectus, the “beneficial owner” of any outstanding notes shall mean any holder that exercises investment discretion with respect to such outstanding notes.

Absence of Dissenters’ Rights

          Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Acceptance of Outstanding Notes Tendered; Delivery of Exchange Notes

          On the settlement date, exchange notes to be issued in partial or full exchange for outstanding notes in the exchange offer, if consummated, will be delivered in book-entry form.

          BHFC will be deemed to have accepted validly tendered outstanding notes that have not been validly withdrawn as provided in this prospectus when, and if, BHFC has given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of the exchange notes through the settlement date will be made by the exchange agent on the settlement date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the outstanding notes for the purpose of receiving outstanding notes and transmitting exchange notes as of the settlement date. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted outstanding notes will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

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Procedures for Tendering Outstanding Notes

          A holder of outstanding notes who wishes to accept the exchange offer, and whose outstanding notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct this custodial entity to tender such holder’s outstanding notes on the holder’s behalf pursuant to the procedures of the custodial entity.

          To tender in the exchange offer, a holder of outstanding notes must either (i) complete, sign and date the letter of transmittal (or a facsimile thereof) in accordance with its instructions (including guaranteeing the signature(s) to the letter of transmittal, if required), and mail or otherwise deliver such letter of transmittal or such facsimile, together with the certificates representing the outstanding notes specified therein, to the exchange agent at the address set forth in the letter of transmittal for receipt on or prior to the Expiration Date or (ii) comply with the Automated Tender Offer Program (“ATOP”) procedures for book-entry transfer or guaranteed delivery procedures described below on or prior to the expiration date.

          The exchange agent and the Depository Trust Company (“DTC”) have confirmed that the exchange offer is eligible for ATOP. The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent on or prior to the expiration date of the exchange offer at one of its addresses set forth in this prospectus. Outstanding notes will not be deemed surrendered until the letter of transmittal and signature guarantees, if any, or agent’s message, are received by the exchange agent.

          The method of delivery of outstanding notes, the letter of transmittal, and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the exchange agent on or before the expiration date. Do not send the letter of transmittal or any outstanding notes to anyone other than the exchange agent.

          If you are tendering your outstanding notes in exchange for exchange notes and anticipate delivering your letter of transmittal and other documents other than through DTC, you are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold notes custodially through DTC) to arrange for receipt of any exchange notes to be delivered pursuant to the exchange offer and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

          Book-Entry Delivery Procedures for Tendering Outstanding Notes Held with DTC

          If you wish to tender outstanding notes held on your behalf by a nominee with DTC, you must (i) inform your nominee of your interest in tendering your outstanding notes pursuant to the exchange offer, and (ii) instruct your nominee to tender all outstanding notes you wish to be tendered in the exchange offer into the exchange agent’s account at DTC on or prior to the expiration date. Any financial institution that is a nominee in DTC, including Euroclear and Clearstream, must tender outstanding notes by effecting a book-entry transfer of the outstanding notes to be tendered in the exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of the exchange offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC, and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC (a “participant”) tendering outstanding notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that BHFC and Berkshire Hathaway may enforce the agreement against the participant. A letter of transmittal need not accompany tenders effected through ATOP.

          Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

          Guaranteed Delivery Procedures

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          Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s ATOP system prior to the expiration date may tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message and notice of guaranteed delivery: (i) setting forth the name and address of the holder, the registered number(s) of such outstanding notes and the principal amount of outstanding notes tendered, (ii) stating that the tender is being made thereby; and (iii) guaranteeing that, within three (3) business days after the expiration date, the letter of transmittal, or facsimile of the letter of transmittal, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within such three (3) business days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

          Proper Execution and Delivery of Letter of Transmittal

          Signatures on a letter of transmittal or notice of withdrawal described below (see “—Withdrawal of Tenders”), as the case may be, must be guaranteed by an eligible institution unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (i) by a holder who has not completed the box entitled “Special Delivery Instructions” or “Special Issuance and Payment Instructions” on the letter of transmittal or (ii) for the account of an eligible institution. If signatures on a letter of transmittal, or notice of withdrawal, are required to be guaranteed, such guarantee must be made by an eligible institution.

          If the letter of transmittal is signed by the holder(s) of outstanding notes tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the outstanding notes without alteration, enlargement or any change whatsoever. If any of the outstanding notes tendered thereby are held by two or more holders, all such holders must sign the letter of transmittal. If any of the outstanding notes tendered thereby are registered in different names on different outstanding notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

          If outstanding notes that are not tendered for exchange pursuant to the exchange offer are to be returned to a person other than the holder thereof, certificates for such outstanding notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible institution.

          If the letter of transmittal is signed by a person other than the holder of any outstanding notes listed therein, such outstanding notes must be properly endorsed or accompanied by a properly completed note power, signed by such holder exactly as such holder’s name appears on such outstanding notes. If the letter of transmittal or any outstanding notes, note powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

          No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal (or facsimile thereof), the tendering holders of outstanding notes waive any right to receive any notice of

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the acceptance for exchange of their outstanding notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments, and/or substitute certificates evidencing outstanding notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If no such instructions are given, outstanding notes not tendered or exchanged will be returned to such tendering holder.

          All questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered outstanding notes will be determined by BHFC in its absolute discretion, which determination will be final and binding. BHFC reserves the absolute right to reject any and all tendered outstanding notes determined by it not to be in proper form or not to be tendered properly or any tendered outstanding notes the acceptance of which would, in the opinion of its counsel, be unlawful. BHFC also reserves the right to waive, in its absolute discretion, any defects, irregularities or conditions of tender as to particular outstanding notes, whether or not waived in the case of other outstanding notes. BHFC’s interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as BHFC shall determine. Although BHFC intends to notify holders of defects or irregularities with respect to tenders of outstanding notes, none of BHFC, Berkshire Hathaway, the exchange agent nor any other person will be under any duty to give such notification or shall incur any liability for failure to give any such notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

          Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the outstanding notes. Holders may contact the exchange agent for assistance with such matters.

Withdrawal of Tenders

          You may withdraw tenders of outstanding notes at any time prior to 5:00 p.m., New York City time, on [              ], 2004 (the “expiration date”). Tenders of outstanding notes may not be withdrawn after that time unless the exchange offer is extended with changes in the terms of the exchange offer that are, in BHFC’s reasonable judgment, materially adverse to the tendering holders of the outstanding notes.

          For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the deadline described above at one of its addresses set forth in this prospectus. The withdrawal notice must specify the name of the person who tendered the outstanding notes to be withdrawn, must contain a description of the outstanding notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such outstanding notes, if applicable, and the aggregate principal amount represented by such outstanding notes; and must be signed by the holder of such outstanding notes in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to BHFC that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes. In addition, the notice of withdrawal must specify, in the case of outstanding notes tendered by delivery of certificates for such outstanding notes, the name of the registered holder (if different from that of the tendering holder) or, in the case of outstanding notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn outstanding notes. The signature on the notice of withdrawal must be guaranteed by an eligible institution unless the outstanding notes have been tendered for the account of an eligible institution.

          Withdrawal of tenders of outstanding notes may not be rescinded, and any outstanding notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn outstanding notes may, however, be retendered by the holder again following one of the procedures described in “—Procedures for Tendering Outstanding Notes” prior to the expiration date.

Accounting Treatment

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          The exchange notes will be recorded at the same carrying value as the outstanding notes. The carrying value is face value. Accordingly, BHFC will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the exchange notes.

Exchange Agent

          J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.) has been appointed the exchange agent for the exchange offer. Letters of transmittal and all correspondence in connection with the exchange offer should be sent or delivered by each holder of outstanding notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at the following address and telephone number:

J.P. Morgan Trust Company
Institutional Trust Services OH1-0184
1111 Polaris Parkway, Suite 1N
Columbus, OH 43240
Attn: Exchanges
Phone Number: 1-800-346-5153

          Additionally, any questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent. Holders of outstanding notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer.

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Other Fees and Expenses

          BHFC will bear the expenses of soliciting tenders of the outstanding notes. The principal solicitation is being made by mail; additional solicitations may, however, be made by telegraph, facsimile transmission, telephone or in person by the exchange agent, as well as by BHFC or Berkshire Hathaway officers and other employees and those of their affiliates.

          Tendering holders of outstanding notes will not be required to pay any fee or commission. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

DESCRIPTION OF THE EXCHANGE NOTES

          The following description of certain material terms of the exchange notes, the guarantee and the registration rights agreement does not purport to be complete. The following description is subject to, and is qualified in its entirety by reference to, the indenture (the “base indenture”) entered into among BHFC, as issuer, Berkshire Hathaway, as guarantor, and J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as trustee (the “trustee”), the board resolutions of BHFC creating and defining the terms of the exchange notes and the form of the exchange note attached thereto (together with the base indenture, the “indenture”), the guarantee entered into by Berkshire Hathaway for the benefit of the holders of the exchange notes and to be endorsed on the exchange notes (the “guarantee”) and the registration rights agreement entered into among BHFC, Berkshire Hathaway and Goldman, Sachs & Co. Certain capitalized terms used herein are defined in the indenture.

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          You are urged to read the indenture (including definitions of terms used therein) and the guarantee because they, and not this description, define your rights as a beneficial holder of the exchange notes. You may request copies of these documents from BHFC at the address set forth above.

General

          The exchange notes will be issued under the indenture. The exchange notes will be the unsecured senior obligations of BHFC and will be initially limited in aggregate principal amount to $750,000,000. BHFC may at any time, without notice to or consent of the holders of the exchange notes offered by this prospectus, issue additional notes of the same series as the exchange notes offered. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the exchange notes, except for possible variations permitted under the indenture. Any such additional notes, together with the exchange notes, will constitute a single series of notes under the indenture.

          The entire principal amount of the exchange notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on October 15, 2013. Each of the exchange notes will have the benefit of an unconditional and irrevocable guarantee from Berkshire Hathaway.

          The exchange notes will be issued in denominations of $1,000 and integral multiples thereof. The exchange notes will be evidenced by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”). Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. See “— Book-Entry Delivery and Form.”

          Payments on the exchange notes will be made through the paying agent, which will initially be J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as trustee, to DTC. Payments on the exchange notes will be made in U.S. dollars at the office or agency maintained by BHFC in New York, New York (or, if BHFC fails to maintain such office or agency, at the corporate trust office of the trustee in New York, New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York). At BHFC’s option, however, payments may be made by check mailed to the holder’s registered address or, with respect to global notes, by wire transfer. You may present the notes for registration of transfer and exchange, without service charge, at the office or agency maintained by BHFC in New York, New York (or, if BHFC fails to maintain such office or agency, at the corporate trust office of the trustee in New York, New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York). The transfer of certificated exchange notes will be registerable and such exchange notes will be exchangeable for other exchange notes of other denomination of a like aggregate principal amount at such corporate trust office.

          You will not have the right to cause us to repurchase the exchange notes in whole or in part at any time before their maturity. The exchange notes are not subject to a sinking fund provision.

Interest

          The exchange notes will accrue interest on their stated principal amount at the rate of 4.625% per annum from October 6, 2003, or from the most recent interest payment date to which interest has been paid or duly provided for, and accrued and unpaid interest will be payable semi-annually in arrears on April 15 and October 15 of each year, which are referred to as interest payment dates, commencing on April 15, 2004. Interest will be paid to the person in whose name a note is registered at the close of business on the April 1 or October 1, which are referred to as the record dates, immediately preceding the relevant interest payment date.

          The amount of interest payable for any full semi-annual interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which interest is payable on the exchange notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such

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delay) with the same force and effect as if made on such interest payment date. A “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the Borough of Manhattan, the City of New York are authorized or required by law, regulation or executive order to close.

          Any amounts payable on any exchange notes that are not punctually paid on any payment date will cease to be payable to the person in whose name such exchange notes are registered on the relevant record date, and such defaulted payment will instead be payable to the person in whose name such exchange notes are registered on the special record date or other specified date determined in accordance with the indenture.

Ranking

          The exchange notes will be unsecured senior obligations of BHFC and will rank pari passu in right of payment with all of its unsubordinated, unsecured indebtedness and will be senior in right of payment to all of its subordinated indebtedness.

          The guarantee will be an unsecured senior obligation of Berkshire Hathaway, will rank pari passu with all of Berkshire Hathaway’s unsubordinated, unsecured indebtedness and senior to all of Berkshire Hathaway’s subordinated indebtedness, and will be effectively subordinated to all of Berkshire Hathaway’s existing and future secured indebtedness and to all existing and future indebtedness of Berkshire Hathaway’s subsidiaries (secured or unsecured). As of September 30, 2003, Berkshire Hathaway had no secured indebtedness and $1 billion of indebtedness, and its subsidiaries had $8 billion of indebtedness.

Guarantee of Notes

          Berkshire Hathaway will unconditionally and irrevocably guarantee the payment of all of BHFC’s obligations under the exchange notes pursuant to a guarantee to be endorsed on the notes. If BHFC defaults in the payment of the principal of, or interest on, such exchange notes when and as the same shall become due, whether upon maturity, acceleration, or otherwise, without the necessity of action by the trustee or any holder of such exchange notes, Berkshire Hathaway shall be required promptly and fully to make such payment.

Optional Redemption

          BHFC may redeem the exchange notes at any time, in whole or in part, at a “make whole” redemption price equal to the greater of (1) 100% of the principal amount to be redeemed or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the portion of the exchange notes being redeemed, not including any portion of such payments of interest accrued as of the date fixed for redemption, discounted to the date fixed for redemption on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus ten basis points, plus, in each case, accrued interest on the exchange notes being redeemed to the date fixed for redemption. The Quotation Agent will select a Comparable Treasury Issue, and the Reference Dealers will provide BHFC and the trustee with the Reference Dealer Quotations. BHFC will calculate the Comparable Treasury Price.

          “Adjusted Treasury Rate” means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue assuming a price for the Comparable Treasury Issue equal to the Comparable Treasury Price for the date fixed for redemption, in each case expressed as a percentage of its principal amount.

          “Comparable Treasury Issue” means, for any date fixed for redemption, the U.S. Treasury security selected by the Quotation Agent which has a maturity comparable to the remaining maturity of the exchange notes as of the date fixed for redemption, which would be used in accordance with customary financial practice to price new issues of corporate debt securities with a maturity comparable to the remaining maturity of the exchange notes as of the date fixed for redemption.

          “Comparable Treasury Price” means, for any Comparable Treasury Issue, the price after eliminating the highest and the lowest Reference Dealer Quotations and then calculating the average of the remaining Reference Dealer Quotations; provided, however, if BHFC obtains fewer than three Reference Dealer Quotations, BHFC will, when calculating the Comparable Treasury Price, calculate the average of all the Reference Dealer Quotations and

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not eliminate any such quotations.

          “Quotation Agent” means Goldman, Sachs & Co. or its successor.

          “Reference Dealers” means Goldman, Sachs & Co. or its successor and two or more other primary U.S. Government securities dealers in the City of New York appointed by BHFC, provided, however, that if Goldman, Sachs & Co. or its successor ceases to be a primary U.S. Government securities dealer, BHFC will appoint another primary U.S. Government securities dealer as a substitute.

          “Reference Dealer Quotations” means, for any Comparable Treasury Issue, the average of the bid and asked prices for such Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by the Reference Dealers to BHFC and the trustee as of 5:00 p.m. (EST) on the third business day before the relevant date fixed for redemption.

          BHFC may elect to effect a redemption in accordance with these provisions at any time and on any date. To exercise its option to redeem any such exchange notes, BHFC will mail a notice of redemption at least 30 days but not more than 60 days prior to the date fixed for redemption. If BHFC elects to redeem fewer than all the exchange notes, J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as Trustee, will select the particular notes to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.), as Trustee, deems fair and appropriate.

          Any notice of redemption, at BHFC’s option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal, premium, if any, and interest, if any, on the notes and that if the money has not been so received, the notice will be of no force and effect and will not be required to redeem the exchange notes. There will be no provisions for any maintenance or sinking funds for the exchange notes.

Consolidation, Merger and Sale of Assets

          Except as otherwise provided in the indenture, neither BHFC nor Berkshire Hathaway may (A)(i) merge into or consolidate with any other entity, or (ii) convey, transfer or lease their respective properties and assets substantially as an entirety to any individual, corporation, partnership or other entity or (B) permit any individual, corporation, partnership or other entity to (i) consolidate with or merge into either of them, or (ii) convey, transfer or lease their properties and assets substantially as an entirety to either of them, unless:

• in the case of clause (A) above, the successor or transferee corporation (or other entity) shall (i) be a corporation, partnership, limited liability company, trust or similar entity organized under the laws of the United States of America, any State of the United States or the District of Columbia (unless BHFC delivers a legal opinion to the trustee stating that there will not be any adverse tax effect on the holders of the exchange notes as a result of such successor or transferee not being organized under any such laws), and (ii) expressly assume, as applicable, (a) the due and punctual payment of the principal of and any interest on the exchange notes and the performance of BHFC’s obligations under the indenture or (b) the due and punctual performance of the guarantee and Berkshire Hathaway’s obligations under the indenture; and

• in the case of clause (B) above, after giving effect to such transaction (and treating any indebtedness which becomes an obligation of BHFC, Berkshire Hathaway or any consolidated subsidiary of Berkshire Hathaway’s as a result of such transaction as having been incurred by BHFC, Berkshire Hathaway or such consolidated subsidiary of Berkshire Hathaway, as applicable, at the time of such transaction), no event of default (and no event which, after notice or lapse of time or both, would become an event of default) under the indenture shall have happened and be continuing.

Events of Default

          Any one of the following events will constitute an event of default with respect to the exchange notes:

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• a default in the payment of any interest on the exchange notes when due and payable, and the continuance of such default for a period of 30 days;

• a default in the payment of principal of the exchange notes when due and payable;

• a default in the performance, or breach, of other covenants or warranties of BHFC or Berkshire Hathaway in the indenture or of Berkshire Hathaway in the guarantee that continues for 60 days after BHFC or Berkshire Hathaway, as the case may be, receive notice of the default or breach;

• certain defaults under other indebtedness having an aggregate principal amount outstanding of at least $50,000,000 by Berkshire Hathaway, BHFC or any of Berkshire Hathaway’s other consolidated subsidiaries; and

• certain events of bankruptcy, insolvency or liquidation involving Berkshire Hathaway or BHFC.

          If an event of bankruptcy, insolvency or liquidation of Berkshire Hathaway or BHFC has occurred, the principal of the exchange notes and any other amounts payable under the indenture will become immediately due and payable. If any other event of default shall occur and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the exchange notes may declare the principal of the exchange notes and any other amounts payable under the indenture to be forthwith due and payable and to enforce their other rights as a creditor with respect to the exchange notes.

Defeasance

          BHFC’s obligations with respect to the payment of the principal and interest on the exchange notes, and Berkshire Hathaway’s obligations with respect to the exchange notes under the indenture and the guarantee, will terminate if BHFC irrevocably deposits or causes to be deposited with the trustee as trust funds specifically held in trust for, and dedicated solely to, the benefit of the holders of the exchange notes:

• cash,

• U.S. government obligations, which through the scheduled payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash, or

• a combination of the foregoing,

in each case sufficient to pay and discharge each installment of principal and interest on the exchange notes.

          The discharge of the exchange notes is subject to certain other conditions, including, without limitation,

• no event of default or event (including such deposit) which with notice or lapse of time would become an event of default shall have occurred and be continuing on the date of such deposit (or, with respect to an event of bankruptcy, insolvency or liquidation of Berkshire Hathaway or BHFC, at any time on or prior to the 90th day after the date of such deposit),

• BHFC shall have delivered to the trustee an opinion of independent tax counsel stating that (i) BHFC have received from, or there has been published by, the IRS a ruling or (ii) since the date of the indenture there has been a change in applicable federal income tax law, in either case, to the effect that holders of the exchange notes will not recognize gain or loss for United States federal income tax purposes if BHFC makes such deposit,

• BHFC shall have delivered to the trustee a certificate stating that the exchange notes, if they are then listed on any securities exchange, will not be delisted as a result of such deposit, and

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• such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which BHFC or Berkshire Hathaway are a party or otherwise bound.

Modification, Waiver, Meetings and Voting

          Modification of Indenture

          The indenture will provide that BHFC, Berkshire Hathaway and the trustee may, without the consent of any holders of exchange notes, enter into supplemental indentures for the purposes, among other things, of adding to BHFC’s or Berkshire Hathaway’s covenants, adding additional events of default, curing ambiguities or inconsistencies in the indenture, or making other changes to the indenture, provided such action does not have a material adverse effect on the interests of the holders of the exchange notes.

          In addition, modifications and amendments of the indenture may be made by BHFC and the trustee with the consent of the holders of not less than a majority of the aggregate principal amount of the exchange notes and each other then-outstanding series of securities, if any, issued under the indenture, acting as one class, that is affected by such modification or amendment, provided, however, that no such modification or amendment may, without the consent of each holder of exchange notes outstanding that is affected thereby,

• change the stated maturity of the principal of, or any installment of principal of or interest on, the exchange notes,

• reduce the principal of or interest rate on any exchange notes,

• change the place of payment where, or the currency in which, the exchange notes or any interest thereon is payable,

• impair the right to institute suit for the enforcement of any payment on or with respect to the exchange notes on or after the stated maturity thereof or on the guarantee,

• reduce the percentage in principal amount of the exchange notes then outstanding required for modification or amendment of the indenture or for any waiver of compliance with certain provisions of the indenture or for waiver of certain defaults, or

• modify any of the above provisions.

          Waiver of Default

          The holders of not less than a majority of aggregate principal amount of the exchange notes then outstanding may, on behalf of the holders of all exchange notes, waive any past default under the indenture with respect to the exchange notes except a default in the payment of principal or any interest on the exchange notes and a default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of the exchange notes then outstanding.

Assumption by Berkshire

          The indenture will provide that Berkshire Hathaway may, without the consent of the trustee or the holders of the exchange notes, assume all of BHFC’s rights and obligations under the indenture and the exchange notes if, after giving effect to such assumption, no event of default or event which with notice or lapse of time would become an event of default shall have occurred and be continuing. In addition, Berkshire Hathaway shall assume all of BHFC’s rights and obligations under the indenture and the exchange notes if, upon a default by BHFC in the due and punctual payment of the principal of or interest on the exchange notes, Berkshire Hathaway is prevented by any court order or judicial proceeding from fulfilling its obligations under the guarantee. Such assumption shall result in the exchange notes becoming the direct obligations of Berkshire Hathaway and shall be effected without the consent

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of the trustee or the holders of the exchange notes. Upon any such assumption, Berkshire Hathaway will execute a supplemental indenture evidencing its assumption of all such rights.

Book-Entry, Delivery and Form

          The exchange notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons. Upon issuance, the exchange notes will be deposited with the Trustee as custodian for DTC, and registered in the name of DTC or its nominee.

          Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which are referred to as “participants,” or persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

          So long as DTC, or its nominee, is the registered owner or holder of any of the exchange notes, DTC or that nominee, as the case may be, will be considered the sole owner or holder of such exchange notes represented by the global note for all purposes under the indenture and the exchange notes. No beneficial owner of an interest in a global note will be able to transfer such interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture and, if applicable, those of Euroclear and Clearstream Banking.

          Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of BHFC, Berkshire Hathaway, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

          BHFC expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. BHFC also expects that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

          Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

          BHFC expects that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in a global note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC will exchange the applicable global note for certificated notes, which it will distribute to its participants.

          A global note is exchangeable for definitive exchange notes in registered certificated form if:

• DTC (i) notifies BHFC that it is unwilling or unable to continue as depositary for the global notes, and BHFC fails to appoint a successor depositary, or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934;

• at BHFC’s option, BHFC notifies the trustee in writing that it has elected to cause the issuance of the certificated securities; or

• there has occurred and is continuing a default or event of default with respect to the exchange notes.

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          In addition, beneficial interests in a global note may be exchanged for certificated securities upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated securities delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

          DTC has advised BHFC that: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly, whom are referred to as indirect participants.

          Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of BHFC, Berkshire Hathaway, the Trustee or the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

          Same Day Settlement and Payment

          BHFC will make payments in respect of the exchange notes represented by the global notes (including principal, interest and premium, if any) by wire transfer of immediately available funds to the accounts specified by the global noteholder. BHFC will make all payments of principal, interest and premium with respect to certificated securities by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder’s registered address. The exchange notes represented by the global notes are expected to trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in the exchange notes will, therefore, be required by DTC to be settled in immediately available funds. BHFC expects that secondary trading in any certificated securities will also be settled in immediately available funds.

          Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited and any crediting of this type will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised BHFC that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Notices

     Except as otherwise described herein, notice to registered holders of the exchange notes will be given by mail to the addresses as they appear in the security register. Notices will be deemed to have been given on the date of such mailing.

Governing Law

     The indenture, the exchange notes and Berkshire Hathaway’s guarantee will be governed by and construed in accordance with the laws of the State of New York.

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PLAN OF DISTRIBUTION

          Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. BHFC has agreed that, starting on the expiration date of the exchange offer and ending one hundred and eighty days after such date, it will make this prospectus available to any broker-dealer for use in connection with any such resale.

          Neither BHFC nor Berkshire Hathaway will receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

          For a period of 180 days after the expiration of the exchange offer, BHFC will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. BHFC and Berkshire Hathaway will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

          The following summary describes the material United States federal income tax consequences resulting from the exchange of outstanding notes for the exchange notes by a holder. This discussion applies only to a holder of notes who holds such notes as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), and does not address holders of notes that may be subject to special rules. Holders that may be subject to special rules include United States expatriates, banks, thrifts or other financial institutions, regulated investment companies or real estate investment trusts, insurance companies, tax-exempt entities, S Corporations, broker-dealers or dealers in securities or currencies, traders in securities, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, persons that hold the notes as part of a straddle, hedge, conversion or other risk reduction or constructive sale transaction and persons subject to the alternative minimum tax provisions of the Code.

          If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership owning and disposing of exchange notes.

          This summary does not discuss all of the aspects of United States federal income taxation that may be relevant to investors in light of their particular circumstances. In addition, this summary does not discuss any United States state or local income or foreign income or other tax consequences. This summary is based upon the provisions of the Code, United States Treasury Regulations, rulings and judicial decisions, all as in effect as of the date of this prospectus and all of which are subject to change or differing interpretation, possibly with retroactive effect. Neither BHFC nor Berkshire Hathaway has requested, and does not plan to request, any rulings from the Internal Revenue Service (the “IRS”) concerning the tax consequences of the exchange of the outstanding notes for the exchange notes or the ownership or disposition of the exchange notes. The statements set forth below are not binding on the IRS or on any court. Thus, neither BHFC nor Berkshire Hathaway can provide any assurance that the statements set forth below will not be challenged by the IRS, or that they would be sustained by a court if they were so challenged. Certain tax matters were passed upon for BHFC and Berkshire Hathaway by Munger, Tolles & Olson LLP, Los Angeles, California, in an opinion that was filed with the registration statement of which this prospectus is a part.

          You should consult your own tax advisor regarding the particular United States federal, state and local and foreign income and other tax consequences of exchanging the outstanding notes for the exchange notes.

The Exchange

          The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an “exchange” for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes and the same tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

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LEGAL MATTERS

     The validity of the exchange notes and the related guarantees offered hereby will be passed upon for BHFC and Berkshire Hathaway by Munger, Tolles & Olson LLP, Los Angeles, California.

     Ronald L. Olson, a partner of Munger, Tolles & Olson LLP, is a director of Berkshire Hathaway. Mr. Olson and those attorneys at Munger, Tolles & Olson LLP who are representing BHFC and Berkshire Hathaway in connection with the exchange offer beneficially own, in the aggregate, 172 shares of Berkshire Hathaway’s class A common stock and 398 shares of Berkshire Hathaway’s class B common stock.

EXPERTS

     The consolidated financial statements and related financial statement schedule of Berkshire Hathaway Inc. and subsidiaries as of December 31, 2002 and 2001 and for the three years in the period ended December 31, 2002, incorporated by reference in this prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing in Berkshire Hathaway Inc.’s annual report on Form 10-K, filed on March 27, 2003 (which express an unqualified opinion and include an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets”), and have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

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BERKSHIRE HATHAWAY INC.

OFFER TO EXCHANGE

$750,000,000 principal amount of 4.625% Senior Notes Due 2013 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc., which have been registered under the
Securities Act of 1933, for any and all 4.625% Senior Notes Due 2013 of Berkshire Hathaway Finance
Corporation, unconditionally guaranteed by Berkshire Hathaway Inc.

PROSPECTUS

       , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors

          Section 145 of the General Corporation Law of Delaware empowers BHFC and Berkshire Hathaway to indemnify, subject to the standards therein prescribed, any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that such person is or was a director, officer, employee or agent of BHFC or Berkshire Hathaway or is or was serving as such with respect to another corporation or other entity at the request of either of them. Section 10 of Berkshire Hathaway’s by-laws provides that Berkshire Hathaway shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, indemnify directors and officers of Berkshire from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section 145. Additionally, as permitted by Section 145 and Berkshire Hathaway’s by-laws, Berkshire Hathaway has entered into indemnification agreements with each of its directors and officers. The description of such indemnification agreements in paragraphs 2 and 3 of Item 15 of Berkshire Hathaway’s Registration Statement on Form S-3 (Registration No. 333-41686) filed with the SEC on July 18, 2000 is incorporated herein by reference.

          As permitted by Section 102 of the General Corporation Law of Delaware, Berkshire Hathaway’s Restated Certificate of Incorporation includes, as Article Eighth thereof, a provision eliminating, to the extent permitted by Delaware law, the personal liability of each director of Berkshire Hathaway to Berkshire Hathaway or any of its stockholders for monetary damages resulting from breaches of such director’s fiduciary duty of care.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed 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.

Item 21. Exhibits and Financial Data Schedules

          (1) The attached exhibit index is incorporated by reference herein.

          (2) No financial statement schedules are required to be filed herewith pursuant to this Item.

Item 22. Undertakings

          (a) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described under Item 20 or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants will, unless in the opinion of 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 Securities Act and will be governed by the final adjudication of such issue.

          (b) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

          (c) The undersigned registrants hereby undertake:

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     (1) To file, during any period in which 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 the 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 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

     (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;

provided, however, that paragraphs (c) (1) (i) and (c) (1) (ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining liability under the Securities Act of 1933, each such 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 registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the exchange offer.

          (d) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of the receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

          (e) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ 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.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Berkshire Hathaway Finance Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on December 29, 2003.

BERKSHIRE HATHAWAY FINANCE CORPORATION
By:	/s/ Marc D. Hamburg
	Marc D. Hamburg President

POWER OF ATTORNEY

          Each of the undersigned hereby constitutes and appoints Marc D. Hamburg with full power of substitution and resubstitution, as such person’s true and lawful attorney-in-fact and agent, in such person’s name and on such person’s behalf, in any and all capacities, to sign any and all amendments to this registration statement, including any post-effective amendments and any 462(b) registration statement related to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission.

          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.

Signature	Title	Date
/s/ Marc D. Hamburg Marc D. Hamburg	President and Director (principal executive officer)	December 29, 2003
/s/ Kerby Ham Kerby Ham	Treasurer (principal financial officer)	December 29, 2003
/s/ Daniel J. Jaksich Daniel J. Jaksich	Director	December 29, 2003
/s/ Mark D. Millard Mark D. Millard	Director	December 29, 2003

II-3

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Berkshire Hathaway Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on December 29, 2003.

BERKSHIRE HATHAWAY INC.
By:	/s/ Marc D. Hamburg
	Marc D. Hamburg Vice President and Chief Financial Officer

POWER OF ATTORNEY

          Each of the undersigned hereby constitutes and appoints Warren E. Buffett, Charles T. Munger and Marc D. Hamburg, and each of them individually, each with full power of substitution and resubstitution, as such person’s true and lawful attorney-in-fact and agent, in such person’s name and on such person’s behalf, in any and all capacities, to sign any and all amendments to this registration statement, including any post-effective amendments and any 462(b) registration statement related to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission.

          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.

Signature	Title	Date
/s/ Warren E. Buffett Warren E. Buffett	Chairman of the Board and Director (principal executive officer)	December 29, 2003
/s/ Charles T. Munger Charles T. Munger	Vice Chairman of the Board	December 29, 2003
/s/ Marc D. Hamburg Marc D. Hamburg	Vice President and Chief Financial Officer (principal financial officer)	December 29, 2003
/s/ Daniel J. Jaksich Daniel J. Jaksich	Controller (principal accounting officer)	December 29, 2003
/s/ Susan T. Buffett Susan T. Buffett	Director	December 29, 2003
/s/ Malcolm G. Chace Malcolm G. Chace	Director	December 29, 2003
/s/ Walter Scott, Jr. Walter Scott, Jr.	Director	December 29, 2003
/s/ Howard G. Buffett Howard G. Buffett	Director	December 29, 2003

II-4

Signature	Title	Date
/s/ Donald R. Keough Donald R. Keough	Director	December 29, 2003
/s/ Thomas S. Murphy Thomas S. Murphy	Director	December 29, 2003
/s/ David S. Gottesman David S. Gottesman	Director	December 29, 2003
/s/ Charlotte Guyman Charlotte Guyman	Director	December 29, 2003

II-5

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Certificate of Incorporation of Berkshire Hathaway Finance Corporation
3.2	Bylaws of Berkshire Hathaway Finance Corporation
3.3	Restated Certificate of Incorporation of Berkshire Hathaway Inc. (NBH, Inc.) (incorporated by reference to Exhibit 3.1 to Form S-4 of Berkshire Hathaway Inc. (OBH, Inc.), filed August 8, 1998)
3.4	Bylaws of Berkshire Hathaway Inc. (NBH, Inc.) as adopted on June 16, 1998 (incorporated by reference to Exhibit 3.2 to Form S-4 of Berkshire Hathaway Inc. (OBH, Inc.), filed August 8, 1998)
4.1	Indenture, dated as of October 6, 2003, between Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc. and Bank One Trust Company, N.A., as trustee) (incorporated by reference to Exhibit 4.1 to Form 8-K of Berkshire Hathaway Inc., filed on October 8, 2003)
4.2	Exchange and Registration Rights Agreement between Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc. and Goldman, Sachs & Co, dated October 6, 2003 (incorporated by reference to Exhibit 4.2 to Form 8-K of Berkshire Hathaway Inc., filed on October 8, 2003)
4.3	Form of 3.375% Senior Note Due 2008 (incorporated by reference to Exhibit 4.3 to Form 8-K of Berkshire Hathaway Inc., filed on October 8, 2003)
4.4	Form of 4.625% Senior Note Due 2013 (incorporated by reference to Exhibit 4.4 to Form 8-K of Berkshire Hathaway Inc., filed on October 8, 2003)
4.5	Form of Letter of Transmittal relating to the 3.375% Senior Note Due 2008
4.6	Form of Letter of Transmittal relating to the 4.625% Senior Note Due 2013
4.7	Form of Letter to Broker-Dealers and Other Nominees relating to the 3.375% Senior Note Due 2008
4.8	Form of Letter to Broker-Dealers and Other Nominees relating to the 4.625% Senior Note Due 2013
4.9	Form of Letter to Clients from Broker-Dealers relating to the 3.375% Senior Note Due 2008
4.10	Form of Letter to Clients from Broker-Dealers relating to the 4.625% Senior Note Due 2013
4.11	Form of Instructions from Beneficial Owners relating to the 3.375% Senior Note Due 2008
4.12	Form of Instructions from Beneficial Owners relating to the 4.625% Senior Note Due 2013
4.13	Form of Notice of Guaranteed Delivery relating to the 3.375% Senior Note Due 2008
4.14	Form of Notice of Guaranteed Delivery relating to the 4.625% Senior Note Due 2013
5	Opinion of Munger, Tolles & Olson LLP as to the legality of (i) the 3.375% Senior Notes Due 2008 and related guarantees being registered and (ii) the 4.625% Senior Notes Due 2008 and related guarantees being registered
8	Opinion of Munger, Tolles & Olson LLP as to certain tax matters
12	Statement re Computation of Ratios of Earnings to Fixed Charges
23.1	Consent of Independent Auditors – Deloitte & Touche LLP
23.2	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5)
23.3	Consent of Munger, Tolles & Olson LLP (included in Exhibit 8)
24.1	Power of Attorney for Berkshire Hathaway Finance Corporation (See page II-3 of this Registration Statement)
24.2	Power of Attorney for Berkshire Hathaway Inc. (See page II-4 of this Registration Statement)
25.1	Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company, N.A.).

II-6 EX-3.1 3 v95390orexv3w1.txt EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF BERKSHIRE HATHAWAY FINANCE CORPORATION I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows: FIRST. The name of the Corporation is BERKSHIRE HATHAWAY FINANCE CORPORATION (the "CORPORATION"). SECOND. The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Suite 1-B, Dover, Delaware 19901 (County of Kent). The name of its registered agent at such address is National Registered Agents, Inc. THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares. All such shares are to be Common Stock, having a par value of $.01 per share, and are to be of one class. FIFTH. The name and mailing address of the incorporator is Kate Cregor, 355 South Grand Avenue, Suite 3500, Los Angeles, California 90071. SIXTH. Unless and except to the extent that the by-laws of the Corporation so require, the election of directors of the Corporation need not be by written ballot. SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the by-laws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any by-law whether adopted by them or otherwise. EIGHTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. NINTH. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article. The undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is her act and deed and that the facts stated therein are true. Dated: August 4, 2003 /s/ Kate Cregor ------------------------- Kate Cregor Incorporator -2- EX-3.2 4 v95390orexv3w2.txt EXHIBIT 3.2 EXHIBIT 3.2 BYLAWS OF BERKSHIRE HATHAWAY FINANCE CORPORATION . . . TABLE OF CONTENTS

Page ---- Section 1.1 Delaware Office........................................... 1 Section 1.2 Other Offices............................................. 1 Section 1.3 Books and Records......................................... 1 Section 2.1 Annual Meeting............................................ 1 Section 2.2 Special Meetings.......................................... 1 Section 2.3 Notice of Meetings........................................ 2 Section 2.4 Quorum.................................................... 2 Section 2.5 Voting.................................................... 2 Section 2.6 Proxies................................................... 3 Section 2.7 List of Stockholders...................................... 3 Section 2.8 Written Consent of Stockholders in Lieu of Meeting........ 3 Section 3.1 Number of Directors....................................... 3 Section 3.2 Election and Term of Directors............................ 4 Section 3.3 Vacancies and Newly Created Directorships................. 4 Section 3.4 Resignation............................................... 4 Section 3.5 Removal................................................... 4 Section 3.6 Meetings.................................................. 4 Section 3.7 Quorum and Voting......................................... 5 Section 3.8 Written Consent of Directors in Lieu of a Meeting......... 5 Section 3.9 Compensation.............................................. 5 Section 3.10 Committees of the Board of Directors..................... 5 Section 4.1 Appointment and Term of Office............................ 6 Section 4.2 Resignation and Removal................................... 6 Section 4.3 Compensation and Bond..................................... 6 Section 4.4 Chairman of the Board..................................... 6 Section 4.5 President................................................. 6 Section 4.6 Treasurer................................................. 7 Section 4.7 Secretary................................................. 7 Section 4.11 Delegation of Duties..................................... 7 Section 5.1 Right to Indemnification.................................. 7 Section 5.2 Right to Advancement of Expenses.......................... 8 Section 5.3 Right of Indemnitee to Bring Suit......................... 8 Section 5.4 Non-Exclusivity of Rights................................. 8 Section 5.5 Insurance................................................. 9 Section 5.6 Indemnification of Employees and Agents of the Corporation 9 Section 5.7 Contract Rights........................................... 9 Section 6.1 Certificates.............................................. 9 Section 6.2 Transfers of Stock........................................ 9 Section 6.3 Lost, Stolen or Destroyed Certificates.................... 9 Section 6.4 Stockholder Record Date................................... 10 Section 7.1 [Intentionally Omitted]................................... 10 Section 8.1 Waiver of Notice.......................................... 10 Section 9.1 Checks, Notes, Drafts, Etc................................ 11 Section 10.1 Amendments............................................... 11

BYLAWS OF BERKSHIRE HATHAWAY FINANCE CORPORATION (the "Corporation") ARTICLE I Office and Records Section 1.1 Delaware Office. The registered office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle. Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require. The principal executive offices of the Corporation shall initially be at 1440 Kiewit Plaza, Omaha, Nebraska 68131. Section 1.3 Books and Records. The books and records of the Corporation may be kept at the Corporation's principal executive offices in Omaha, Nebraska, or at such other locations inside or outside the State of Delaware as may from time to time be designated by the Board of Directors or the officers of the Corporation. ARTICLE II Stockholders Section 2.1 Annual Meeting. Except as otherwise provided in Section 2.8 of these Bylaws, an annual meeting of stockholders of the Corporation shall be held at such time and date in each year as the Board of Directors, the Chairman of the Board, if any, or the President may from time to time determine. The annual meeting in each year shall be held at such place within or without the State of Delaware as may be fixed by the Board of Directors, or if not so fixed, at 10:00 A.M., local time, at the principal executive offices of the Corporation. Section 2.2 Special Meetings. A special meeting of the holders of stock of the Corporation entitled to vote on any business to be considered at any such meeting may be called only by the Chairman of the Board, if any, or the President, and shall be called by the Chairman of the Board, if any, or the President or the Secretary when directed to do so by resolution of the Board of Directors or at the written request of directors representing a majority of the total number of directors which the Corporation would at the time have if there were no vacancies (the "Whole Board"). Any such request shall state the purpose or purposes of the proposed meeting. The Board of Directors may designate the place of meeting for any special meeting of stockholders, and if no such designation is made, the place of meeting shall be the principal executive offices of the Corporation. 1 Section 2.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, unless notice is waived as provided in Section 8.1 of these Bylaws, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, and except as to any stockholder duly waiving notice, the written notice of any meeting shall be given personally or by mail, not less than ten nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 2.4 Quorum. Except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the holders of a majority of the outstanding stock entitled to vote thereat, either present or represented by proxy, shall constitute a quorum for the transaction of any business, but the stockholders present, although less than a quorum, may adjourn the meeting to another time or place and, except as provided in the last paragraph of Section 2.3 of these Bylaws, notice need not be given of the adjourned meeting. Section 2.5 Voting. Whenever directors are to be elected at a meeting, they shall be elected by a plurality of the votes cast at the meeting by the holders of stock entitled to vote. Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders at a meeting, it shall, except as otherwise required by law or by the Certificate of Incorporation or by these Bylaws, be authorized by a majority of the votes cast with respect thereto at the meeting (including abstentions) by the holders of stock entitled to vote thereon. Except as otherwise provided by law, or by the Certificate of Incorporation, each holder of record of stock of the Corporation entitled to vote on any matter at any meeting of stockholders shall be entitled to one vote for each share of such stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting. Upon the demand of any stockholder entitled to vote, the vote for directors or the vote on any other matter at a meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting. 2 Section 2.6 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Every proxy shall be signed by the stockholder or by his duly authorized attorney. Section 2.7 List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. Section 2.8 Written Consent of Stockholders in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware (the "GCL") to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt written notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the Secretary or an Assistant Secretary of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein, provided that such date is not more than sixty (60) days prior to the date such written consent is filed as aforesaid, or, if no such date is so specified, on the date such written consent is filed as aforesaid. ARTICLE III Directors Section 3.1 Number of Directors. The Board of Directors shall consist of three (3) directors until changed as provided in this Section. The number of directors may be changed at any time and from time to time by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors, except that no decrease shall shorten the term 3 of any incumbent director unless such director is specifically removed pursuant to Section 3.5 of these Bylaws at the time of such decrease. Section 3.2 Election and Term of Directors. Directors shall be elected annually, by election at the annual meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of such meeting. If the annual election of directors is not held on the date designated therefor, the directors shall cause such election to be held as soon thereafter as convenient. Each director shall hold office from the time of his or her election and qualification until his successor is elected and qualified or until his or her earlier resignation, or removal. Section 3.3 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by election at a meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of a meeting. Except as otherwise provided by law, vacancies and such newly created directorships may also be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Section 3.4 Resignation. Any director may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. Section 3.5 Removal. Any or all of the directors may be removed at any time, with or without cause, by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors. Section 3.6 Meetings. Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Delaware. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. An annual meeting of the Board of Directors shall be held after each annual election of directors. If such election occurs at an annual meeting of stockholders, the annual meeting of the Board of Directors shall be held at the same place and immediately following such meeting of stockholders, and no further notice thereof need be given other than these Bylaws. If an annual election of directors occurs by written consent in lieu of the annual meeting of stockholders, the annual meeting of the Board of Directors shall take place as soon after such written consent is duly filed with the Corporation as is practicable, either at the next regular meeting of the Board of Directors or at a special meeting. The Board of Directors may fix times and places for additional regular meetings of the Board of Directors and no notice of such meetings need be given. A special meeting of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, or by the President or by at least one-third of the directors for the time being in office, at such time and place as shall be specified in the notice or waiver thereof. Notice of each special meeting shall be given by the Secretary or by a person calling the meeting to each director by mailing the same, postage prepaid, not later than 4 the second day before the meeting, or personally or by telegraphing or telephoning the same not later than the day before the meeting. Section 3.7 Quorum and Voting. A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if there be less than a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting which shall be so adjourned. Except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 3.8 Written Consent of Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. Section 3.9 Compensation. Directors may receive compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board of Directors. Section 3.10 Committees of the Board of Directors. The Board of Directors may from time to time, by resolution passed by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as otherwise provided by law. Unless otherwise provided by the Board of Directors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board of Directors, passed by a majority of the whole Board. 5 ARTICLE IV Officers, Agents and Employees Section 4.1 Appointment and Term of Office. The officers of the Corporation may include a President, a Secretary and a Treasurer, and may also include a Chairman of the Board. All such officers shall be appointed by the Board of Directors or by a duly authorized committee thereof, and shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV, together with such other powers and duties as from time to time may be conferred by the Board of Directors or any committee thereof. Any number of such offices may be held by the same person. Except as may be prescribed otherwise by the Board of Directors or a committee thereof in a particular case, all such officers shall hold their offices at the pleasure of the Board of Directors for an unlimited term and need not be reappointed annually or at any other periodic interval. The Board of Directors may appoint, and may delegate power to appoint, such other officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Directors. Section 4.2 Resignation and Removal. Any officer may resign at any time upon written notice to the Corporation. Any officer, agent or employee of the Corporation may be removed by the Board of Directors, or by a duly authorized committee thereof, with or without cause at any time. The Board of Directors or such a committee thereof may delegate such power of removal as to officers, agents and employees not appointed by the Board of Directors or such a committee. Such removal shall be without prejudice to a person's contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights. Section 4.3 Compensation and Bond. The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his or her control. Section 4.4 Chairman of the Board. The Chairman of the Board, if there be one, shall preside at all meetings of stockholders and of the Board of Directors, and shall have such other powers and duties as may be delegated to him or her by the Board of Directors. Section 4.5 President. The President shall be the chief executive officer of the Corporation. In the absence of the Chairman of the Board (or if there be none), he or she shall preside at all meetings of the stockholders and of the Board of Directors. He or she shall have general charge of the business affairs of the Corporation. He or she may employ and discharge employees and agents of the Corporation, except such as shall be appointed by the Board of Directors, and he or she may delegate these powers. The President may vote the stock or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any stockholders' or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons. 6 Section 4.6 Treasurer. The Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositaries as the Board of Directors may authorize. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He or she shall have all such further powers and duties as generally are incident to the position of Treasurer or as may be assigned to him or her by the President or the Board of Directors. Section 4.7 Secretary. The Secretary shall record all the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose and shall also record therein all action taken by written consent of the stockholders or directors in lieu of a meeting. He or she shall attend to the giving and serving of all notices of the Corporation. He or she shall have custody of the seal of the Corporation and shall attest the same by his or her signature whenever required. He or she shall have charge of the stock ledger and such other books and papers as the Board of Directors may direct, but he or she may delegate responsibility for maintaining the stock ledger to any transfer agent appointed by the Board of Directors. He or she shall have all such further powers and duties as generally are incident to the position of Secretary or as may be assigned to him or her by the President or the Board of Directors. Section 4.11 Delegation of Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director. ARTICLE V Indemnification and Insurance Section 5.1 Right to Indemnification. 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 or a person of whom he or she is the legal representative 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 any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any 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 GCL, 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 said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection therewith; provided, however, that except as provided in Section 5.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification 7 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. Section 5.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 5.1 shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the GCL 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, service 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 5.2 or otherwise. Section 5.3 Right of Indemnitee to Bring Suit. If a claim under Section 5.1 or Section 5.2 is not paid in full by the Corporation within thirty (30) 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 (20) 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 expense 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 of an advancement of expenses) it shall be a defense that, and (ii) in any suit brought 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 GCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the GCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or 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 brought 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 V or otherwise shall be on the Corporation. Section 5.4 Non-Exclusivity of Rights. The right to indemnification and the advancement of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of 8 Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation 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 GCL. Section 5.6 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. Section 5.7 Contract Rights. The rights to indemnification and to the advancement of expenses conferred in Section 5.1 and Section 5.2 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. ARTICLE VI Common Stock Section 6.1 Certificates. Certificates for stock of the Corporation shall be in such form as shall be approved by the Board of Directors and shall be signed in the name of the Corporation by the Chairman of the Board, if any, or the President, and by the Treasurer or the Secretary. Such certificates may be sealed with the seal of the Corporation or a facsimile thereof. Any of or all the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Section 6.2 Transfers of Stock. Transfers of stock shall be made only upon the books of the Corporation by the holder, in person or by duly authorized attorney, and on the surrender of the certificate or certificates for the same number of shares, properly endorsed. The Board of Directors shall have the power to make all such rules and regulations, not inconsistent with the Certificate of Incorporation and these Bylaws and the GCL, as the Board of Directors may deem appropriate concerning the issue, transfer and registration of certificates for stock of the Corporation. The Board of Directors may appoint one or more transfer agents or registrars of transfers, or both, and may require all stock certificates to bear the signature of either or both. Section 6.3 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new stock certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or his or her legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or 9 destruction of any such certificate or the issuance of any such new certificate. The Board of Directors may require such owner to satisfy other reasonable requirements as it deems appropriate under the circumstances. Section 6.4 Stockholder Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, (l) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be at the close of business on the day on which the first written consent is expressed by the filing thereof with the Corporation as provided in Section 2.8 of these Bylaws, and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to give such consent, or to receive payment of such dividend or other distribution, or to exercise such rights in respect of any such change, conversion or exchange of stock, or to participate in such action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any record date so fixed. ARTICLE VII [Intentionally Omitted] ARTICLE VIII Waiver of Notice Section 8.1 Waiver of Notice. Whenever notice is required to be given to any stockholder or director of the Corporation under any provision of the GCL or the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving 10 of such notice. In the case of a stockholder, such waiver of notice may be signed by such stockholder's attorney or proxy duly appointed in writing. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice. ARTICLE IX Checks, Notes, Drafts, Etc. Section 9.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors or a duly authorized committee thereof may from time to time designate. ARTICLE X Amendments Section 10.1 Amendments. These Bylaws or any of them may be altered or repealed, and new Bylaws may be adopted, by the stockholders by vote at a meeting or by written consent without a meeting. The Board of Directors shall also have power, by a majority vote of the Whole Board, to alter or repeal any of these Bylaws, and to adopt new Bylaws. 11 EX-4.5 5 v95390orexv4w5.txt EXHIBIT 4.5 EXHIBIT 4.5 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR BROKER, BANK MANAGER, LAWYER, ACCOUNTANT, INVESTMENT ADVISOR OR OTHER PROFESSIONAL. This document relates to an exchange offer (the "EXCHANGE OFFER") made by Berkshire Hathaway Finance Corporation ("BHFC"). The Exchange Offer is described in the Prospectus, dated [_____], 2004 (the "PROSPECTUS"), and in this Letter of Transmittal (this "LETTER OF TRANSMITTAL"). All terms and conditions contained or otherwise referred to in the Prospectus are deemed to be incorporated in and form a part of this Letter of Transmittal. Therefore, you are urged to read the Prospectus and the items referred to therein carefully. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to below as the "TERMS AND CONDITIONS." LETTER OF TRANSMITTAL RELATING TO THE OFFER BY BERKSHIRE HATHAWAY FINANCE CORPORATION TO EXCHANGE 3.375% SENIOR NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC. ("REGISTERED NOTES") FOR 3.375% SENIOR NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC ("OUTSTANDING NOTES") THE EXCHANGE OFFER FOR THE OUTSTANDING NOTES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [______], 2004, UNLESS EXTENDED BY BHFC (THE "EXPIRATION DATE"). Each holder of Outstanding Notes wishing to accept the Exchange Offer, except holders of Outstanding Notes executing their tenders through the Automated Tender Offer Program ("ATOP") procedures of The Depository Trust Company ("DTC"), should complete, sign and submit this Letter of Transmittal to the exchange agent, J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.) (the "EXCHANGE AGENT"), on or prior to the Expiration Date. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Institutional Trust Services OH1-0184 1111 Polaris Parkway, Suite 1N Columbus, OH 43240 Attn: Exchanges DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE OR IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Questions regarding the Exchange Offer or the completion of this Letter of Transmittal should be directed to the Exchange Agent, at : 1-800-346-5153. This Letter of Transmittal may be used to accept the Exchange Offer if Outstanding Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent's account at DTC and instructions are not being transmitted through DTC's ATOP procedures. Unless you intend to tender Outstanding Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with the physical certificates for the Outstanding Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offer. Holders of Outstanding Notes tendering by book-entry transfer to the Exchange Agent's account at DTC may execute the tender through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered Outstanding Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a "book-entry confirmation," which shall include an agent's message. An "agent's message" is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Outstanding Notes that the participant has received and agrees to be bound by the terms of the Letter of Transmittal as an undersigned thereof and BHFC may enforce such agreement against the participant. Delivery of the agent's message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent's message. ACCORDINGLY, HOLDERS WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S ATOP PROCEDURES SHALL BE BOUND BY, BUT NEED NOT COMPLETE, THIS LETTER OF TRANSMITTAL. Subject to the terms and conditions and applicable law, BHFC will issue: for each $1,000 principal amount of Outstanding Notes, $1,000 principal amount of Registered Notes. Outstanding Notes may be exchanged in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Registered Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Holders that anticipate tendering other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for receipt of any Registered Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant and account information in this Letter of Transmittal. Registered Notes will be issued in exchange for Outstanding Notes in the Exchange Offer, if consummated, as soon as practicable after the Expiration Date of the Exchange Offer (the "SETTLEMENT DATE"). 2 TENDER OF OUTSTANDING NOTES To effect a valid tender of Outstanding Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table below entitled "Description of Outstanding Notes Tendered" and sign the Letter of Transmittal where indicated. Registered Notes will be delivered in book-entry form to holders through DTC and only to the DTC account of the undersigned or the undersigned's custodian, as specified below, on the Settlement Date, or as soon as practicable thereafter. Failure to provide the information necessary to effect delivery of Registered Notes will render such holder's tender defective, and BHFC will have the right, which it may waive, to reject such tender without notice. DESCRIPTION OF OUTSTANDING NOTES TENDERED (SEE INSTRUCTIONS 2 AND 3) NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

OUTSTANDING NOTES NAME OF DTC PARTICIPANT AND PARTICIPANT'S AGGREGATE PRINCIPAL BEING TENDERED ACCOUNT NUMBER IN WHICH OUTSTANDING NOTES AMOUNT OF OUTSTANDING ARE HELD AND/OR THE CORRESPONDING REGISTERED NOTES* NOTES ARE TO BE DELIVERED. - -------------------- -------------------------------------------- --------------------- 3.375% SENIOR NOTES -------------------------------------------- --------------------- DUE 2008 -------------------------------------------- --------------------- (CUSIP: 084664 AA9) (CUSIP: U23797AA8)

* THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED HEREBY MUST BE IN DENOMINATIONS OF U.S.$1,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF WITH A MINIMUM TENDER REQUIREMENT OF U.S.$1,000. SEE INSTRUCTION 3. 3 If the aggregate principal amount of the Outstanding Notes specified was held as of the date of tender by more than one beneficial owner, you may specify below the break-down of this aggregate principal amount by beneficial owner, and, in doing so, hereby instruct the Exchange Agent to treat each such beneficial owner as a separate holder. If the space below is inadequate, attach a separate signed schedule using the same format.

BENEFICIAL OWNER NAME OR ACCOUNT PRINCIPAL AMOUNT OF OUTSTANDING NOTES NUMBER - -------------------------------- ------------------------------------- - -------------------------------- ------------------------------------- - -------------------------------- ------------------------------------- - -------------------------------- ------------------------------------- - -------------------------------- ------------------------------------- TOTAL: - -------------------------------- -------------------------------------

SPECIAL RETURN INSTRUCTIONS TO BE COMPLETED ONLY IF OUTSTANDING NOTES NOT ACCEPTED FOR EXCHANGE ARE TO BE SENT TO SOMEONE OTHER THAN THE PERSON OR PERSONS WHOSE SIGNATURE(S) APPEAR(S) WITHIN THIS LETTER OF TRANSMITTAL. (SEE INSTRUCTION 5)

NAME OF DTC PARTICIPANT AND PARTICIPANT'S * ACCOUNT NUMBER TO WHICH OUTSTANDING NOTES NOT ACCEPTED FOR EXCHANGE ARE TO BE DELIVERED. - ----------- ------------------------------------------ -----------------

4 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. LADIES AND GENTLEMEN: The undersigned hereby tenders to BHFC the aggregate principal amount of Outstanding Notes indicated in the table above entitled "Description of Outstanding Notes Tendered." The undersigned understands that validly tendered Outstanding Notes (or defectively tendered Outstanding Notes with respect to which BHFC has, or has caused to be, waived such defect) will be deemed to have been accepted by BHFC if, as and when BHFC gives oral or written notice thereof to the Exchange Agent. The undersigned understands that subject to the terms and conditions, Outstanding Notes properly tendered and accepted (and not validly withdrawn) in accordance with the terms and conditions will be exchanged for Registered Notes. The undersigned understands that Outstanding Notes delivered hereby may be withdrawn at any time on or prior to the Expiration Date. The undersigned understands that Outstanding Notes delivered hereby may not be withdrawn at any time after the Expiration Date unless the Exchange Offer is extended with changes in the terms of the Exchange Offer that are, in the reasonable judgment of BHFC, materially adverse to the tendering holder. The undersigned understands that, under certain circumstances, BHFC may not be required to accept any of the Outstanding Notes tendered (including any Outstanding Notes tendered after the Expiration Date). If any Outstanding Notes are not accepted for exchange for any reason (or if Outstanding Notes are validly withdrawn), such unexchanged (or validly withdrawn) Outstanding Notes will be returned without expense to the undersigned's account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus, as promptly as practicable after the expiration or termination of the Exchange Offer. Following the later of the Expiration Date or the date upon which Outstanding Notes are tendered hereby, and subject to and effective upon BHFC's acceptance for exchange of the principal amount of the Outstanding Notes tendered hereby, upon the terms and conditions, the undersigned hereby: (1) irrevocably sells, assigns and transfers to or upon the order of BHFC or its nominees, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned's status as a holder of, all Outstanding Notes tendered hereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against BHFC or any fiduciary, trustee, fiscal agent or other person connected with the Outstanding Notes arising under, from or in connection with such Outstanding Notes; (2) waives any and all rights with respect to the Outstanding Notes tendered hereby (including, without limitation, any existing or past defaults and their consequences in respect of such Outstanding Notes); and (3) releases and discharges BHFC and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as trustee (THE "TRUSTEE") from any and all claims the undersigned may have, now or in the future, arising out of or related to the Outstanding Notes tendered hereby, including, without limitation, any and all claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Outstanding Notes tendered hereby (other than accrued and unpaid interest on the Outstanding Notes) or to participate in any redemption or defeasance of the Outstanding Notes tendered hereby. The undersigned understands that tenders of Outstanding Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Outstanding Notes by BHFC will, following such acceptance, constitute a binding agreement between the undersigned and BHFC upon the terms and conditions. All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding 5 upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. The undersigned hereby represents, warrants and agrees that: (1) it has received and reviewed the Prospectus; (2) it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the Outstanding Notes tendered hereby and it has full power and authority to execute this Letter of Transmittal; (3) the Outstanding Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and BHFC will acquire good, indefeasible and unencumbered title to such Outstanding Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the same are accepted by BHFC; (4) it will not sell, pledge, hypothecate or otherwise encumber or transfer any Outstanding Notes tendered hereby from the date of this Letter of Transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect; (5) in evaluating the Exchange Offer and in making its decision whether to participate therein by submitting this Letter of Transmittal and tendering its Outstanding Notes, the undersigned has made its own independent appraisal of the matters referred to in the Prospectus and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by BHFC or the Exchange Agent other than those contained in the Prospectus (as amended or supplemented to the Expiration Date); (6) the execution and delivery of this Letter of Transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions; (7) the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder's ability to withdraw its tender prior to the Expiration Date, and subject to terms and conditions of the Exchange Offer generally, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the Outstanding Notes tendered hereby in favor of BHFC or such other person or persons as they may direct and to deliver such form(s) of transfer and other document(s) in the attorney's and/or agent's discretion and the certificate(s) and other document(s) of title relating to such Outstanding Notes' registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer, and to vest in BHFC or its nominees such Outstanding Notes; and (8) the terms and conditions shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, and the terms and conditions shall be read and construed accordingly. The representations and warranties and agreements of a holder tendering Outstanding Notes shall be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Letter of Transmittal, the "BENEFICIAL OWNER" of any Outstanding Notes shall mean any holder that exercises sole investment discretion with respect to such Outstanding Notes. The undersigned understands that tenders may not be withdrawn at any time after the Expiration Date except as set forth in the Prospectus, unless the Exchange Offer is extended with changes to the terms and conditions that are, in the reasonable judgement of BHFC, materially adverse to the undersigned, in which case tenders may be withdrawn under the conditions described in the extension. 6 If the Exchange Offer is amended in a manner determined by BHFC to be materially adverse to tendering holders, BHFC will extend the Exchange Offer for a period of two to ten business days, depending on the significance of the amendment and the manner of disclosure to such holders, if the Exchange Offer would otherwise have expired during such two- to ten-business day period. Any change in the consideration offered to holders of Outstanding Notes in the Exchange Offer shall be paid to all holders of Outstanding Notes whose securities have previously been tendered and not withdrawn pursuant to the Exchange Offer. If the "Special Return Instructions" box (found above) is completed, please credit the indicated DTC account for any book-entry transfers of Outstanding Notes not accepted for exchange. The undersigned recognizes that BHFC has no obligation under the "Special Return Instructions" provision of this Letter of Transmittal to effect the transfer of any Outstanding Notes from the holder(s) of such Outstanding Notes if BHFC does not accept for exchange any of the principal amount of the Outstanding Notes tendered pursuant to this Letter of Transmittal. 7 SIGN HERE By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to BHFC the principal amount of the Outstanding Notes listed in the table set forth above labeled "Description of Outstanding Notes Tendered." _________________________________________________________ ___________________ Signature of Registered Holder(s) or Authorized Signatory Date (see guarantee requirement below) _________________________________________________________ ___________________ Signature of Registered Holder(s) or Authorized Signatory Date (see guarantee requirement below) _________________________________________________________ ___________________ Signature of Registered Holder(s) or Authorized Signatory Date (see guarantee requirement below) Area Code and Telephone Number:________________________________________________ If a holder of Outstanding Notes is tendering any Outstanding Notes, this Letter of Transmittal must be signed by the Registered Holder(s) exactly as the name(s) appear(s) on a securities position listing of DTC or by any person(s) authorized to become the Registered Holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person, acting in a fiduciary or representative capacity, please set forth at the line entitled "Capacity (full title)" and submit evidence satisfactory to the Exchange Agent and BHFC of such person's authority to so act. See Instruction 4. Name(s): _______________________________________________________________________ ________________________________________________________________________________ (Please Type or Print) Capacity (full title):__________________________________________________________ Address: _______________________________________________________________________ (Including Zip Code) MEDALLION SIGNATURE GUARANTEE (If required--See Instruction 4) Signature(s) Guaranteed by an Eligible Institution: _______________________________________________________ (Authorized Signature) ________________________________________________________________________________ (Title) ________________________________________________________________________________ (Name of Firm) ________________________________________________________________________________ (Address) Dated:__________________________, 2004 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal is to be completed by tendering holders of Outstanding Notes if tender of such Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's account at DTC and instructions are not being transmitted through ATOP. HOLDERS WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S ATOP PROCEDURES SHALL BE BOUND BY, BUT NEED NOT COMPLETE, THIS LETTER OF TRANSMITTAL; THUS, A LETTER OF TRANSMITTAL NEED NOT ACCOMPANY TENDERS EFFECTED THROUGH ATOP. A confirmation of a book-entry transfer into the Exchange Agent's account at DTC of all Outstanding Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent's message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offer by causing DTC to transfer Outstanding Notes to the Exchange Agent in accordance with DTC's ATOP procedures for such transfer on or prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Outstanding Notes for purposes of the Exchange Offer. DELIVERY OF A LETTER OF TRANSMITTAL TO DTC WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. No Letter of Transmittal should be sent to BHFC or DTC. The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent's message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail, with return receipt requested and properly insured, is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery. Neither BHFC nor the Exchange Agent is under any obligation to notify any tendering holder of Outstanding Notes of BHFC's acceptance of tendered Outstanding Notes prior to the Expiration Date. 2. DELIVERY OF THE REGISTERED NOTES. Registered Notes to be issued according to the terms of the Exchange Offer, if consummated, will be delivered in book-entry form to holders of Outstanding Notes tendered in the Exchange Offer. In order to permit such delivery, the appropriate DTC participant name and number (along with any other required account information) must be provided in the table entitled "Description of the Outstanding Notes." Failure to do so will render a tender of the Outstanding Notes defective, and BHFC will have the right, which it may waive, to reject such delivery. Holders that anticipate participating in the Exchange Offer other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of any Registered Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table. 3. AMOUNT OF TENDERS. Tenders of Outstanding Notes will be accepted in denominations of U.S. $1,000 and integral multiples of U.S.$1,000 in excess thereof. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Outstanding Notes tendered. 4. SIGNATURES ON LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER; GUARANTEE OF SIGNATURES. For purposes of this Letter of Transmittal, the term "REGISTERED HOLDER" means an owner of record as well as any DTC participant that has Outstanding Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a "MEDALLION SIGNATURE CO-OBLIGOR"). Signatures on the Letter of Transmittal need not be guaranteed if: 9 - the Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes and the holder(s) has not completed the box entitled "Special Return Instructions" on the Letter of Transmittal; or - the Outstanding Notes are tendered for the account of an "eligible institution." An "eligible institution" is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 (as the terms are used in Rule 17Ad-15): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program. If any of the Outstanding Notes tendered are held by two or more Registered Holders, all of the Registered Holders must sign the Letter of Transmittal. BHFC will not accept any alternative, conditional, irregular or contingent tenders. By executing the Letter of Transmittal (or facsimile thereof) or directing DTC to transmit an agent's message, you waive any right to receive any notice of the acceptance of your Outstanding Notes for exchange. If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by BHFC, evidence satisfactory to BHFC of their authority to so act must be submitted with this Letter of Transmittal. Beneficial owners whose tendered Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Outstanding Notes. 5. SPECIAL RETURN INSTRUCTIONS. All Outstanding Notes tendered hereby and not accepted for exchange will be returned to the undersigned according to the information provided in the table entitled "Description of the Outstanding Notes Tendered" or, if completed, according to the "Special Return Instructions" box in this Letter of Transmittal. 6. TRANSFER TAXES. Except as set forth in this Instruction 6, BHFC will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Outstanding Notes to it, or to its order, pursuant to the Exchange Offer. If payment is to be made to, or if Outstanding Notes not tendered or purchased are to be registered in the name of any persons other than the Registered Holder, or if tendered Outstanding Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the Registered Holder or such other person) payable on account of the transfer to such other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 7. VALIDITY OF TENDERS. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by BHFC in its sole discretion, which determination will be final and binding. BHFC reserves the absolute right to reject any and all tenders of Outstanding Notes not in proper form or any Outstanding Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. BHFC also reserves the absolute right to waive any defect or irregularity in 10 tenders of Outstanding Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the terms and conditions by BHFC shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as BHFC shall determine. None of BHFC, the Exchange Agent or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offer. 8. WAIVER OF CONDITIONS. BHFC reserves the absolute right to amend or waive any of the conditions in the Exchange Offer concerning any Outstanding Notes at any time. 9. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal of Tenders." 10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated herein. 11. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a U.S. Holder (defined below) whose Outstanding Notes are accepted for exchange must provide the Exchange Agent with his, her or its correct Taxpayer Identification Number ("TIN"), which, in the case of an exchanging U.S. Holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and payments made with respect to the Registered Notes or the Exchange Offer may be subject to backup withholding at a rate of 30% (subject to periodic reductions through 2010, at which time the rate is currently scheduled to be increased to 31%). If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each exchanging U.S. Holder must provide his, her or its correct TIN by completing the copy of the IRS Form W-9 attached to this Letter of Transmittal, certifying that the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is exempt from backup withholding because (i) the holder has been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interests or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the Form W-9 Instructions for information on which TIN to report. If you do not provide your TIN to the Exchange Agent within 60 days, backup withholding may begin and continue until you furnish your TIN. Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these withholding and reporting requirements. See the enclosed copy of the IRS Form W-9. In order to satisfy BHFC that a foreign individual qualifies as an exempt recipient, such holder must submit a properly completed IRS Form W-8BEN (or other applicable form) certifying, under penalty of perjury, to such holder's foreign status in order establish an exemption from backup withholding. A copy of the Form W-8BEN is attached to this Letter of Transmittal. Other applicable forms may be obtained from the Exchange Agent. For the purposes of these instructions, a "U.S. HOLDER" is (i) a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof, or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of its source. 11 12. The exchange of Outstanding Notes for Registered Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Consequences" in the Prospectus. 12 In order to tender, a holder of Outstanding Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC's Automated Tender Offer Program. The Exchange Agent for the Exchange Offer is: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Institutional Trust Services OH1-0184 1111 Polaris Parkway, Suite 1N Columbus, OH 43240 Attn: Exchanges Any questions or requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal, or related documents may be directed to the Exchange Agent at 1-800-346-5153. A holder of Outstanding Notes may also contact such holder's custodian bank, depositary, broker, trust company or other nominee for assistance concerning the Exchange Offer. EX-4.6 6 v95390orexv4w6.txt EXHIBIT 4.6 EXHIBIT 4.6 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR BROKER, BANK MANAGER, LAWYER, ACCOUNTANT, INVESTMENT ADVISOR OR OTHER PROFESSIONAL. This document relates to an exchange offer (the "EXCHANGE OFFER") made by Berkshire Hathaway Finance Corporation ("BHFC"). The Exchange Offer is described in the Prospectus, dated [_____], 2004 (the "PROSPECTUS"), and in this Letter of Transmittal (this "LETTER OF TRANSMITTAL"). All terms and conditions contained or otherwise referred to in the Prospectus are deemed to be incorporated in and form a part of this Letter of Transmittal. Therefore, you are urged to read the Prospectus and the items referred to therein carefully. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to below as the "TERMS AND CONDITIONS." LETTER OF TRANSMITTAL RELATING TO THE OFFER BY BERKSHIRE HATHAWAY FINANCE CORPORATION TO EXCHANGE 4.625% SENIOR NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC. ("REGISTERED NOTES") FOR 4.625% SENIOR NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC ("OUTSTANDING NOTES") THE EXCHANGE OFFER FOR THE OUTSTANDING NOTES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [______], 2004, UNLESS EXTENDED BY BHFC (THE "EXPIRATION DATE"). Each holder of Outstanding Notes wishing to accept the Exchange Offer, except holders of Outstanding Notes executing their tenders through the Automated Tender Offer Program ("ATOP") procedures of The Depository Trust Company ("DTC"), should complete, sign and submit this Letter of Transmittal to the exchange agent, J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.) (the "EXCHANGE AGENT"), on or prior to the Expiration Date. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Institutional Trust Services OH1-0184 1111 Polaris Parkway, Suite 1N Columbus, OH 43240 Attn: Exchanges DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE OR IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Questions regarding the Exchange Offer or the completion of this Letter of Transmittal should be directed to the Exchange Agent, at: 1-800-346-5153. This Letter of Transmittal may be used to accept the Exchange Offer if Outstanding Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent's account at DTC and instructions are not being transmitted through DTC's ATOP procedures. Unless you intend to tender Outstanding Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with the physical certificates for the Outstanding Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offer. Holders of Outstanding Notes tendering by book-entry transfer to the Exchange Agent's account at DTC may execute the tender through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered Outstanding Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a "book-entry confirmation," which shall include an agent's message. An "agent's message" is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Outstanding Notes that the participant has received and agrees to be bound by the terms of the Letter of Transmittal as an undersigned thereof and BHFC may enforce such agreement against the participant. Delivery of the agent's message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent's message. ACCORDINGLY, HOLDERS WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S ATOP PROCEDURES SHALL BE BOUND BY, BUT NEED NOT COMPLETE, THIS LETTER OF TRANSMITTAL. Subject to the terms and conditions and applicable law, BHFC will issue: for each $1,000 principal amount of Outstanding Notes, $1,000 principal amount of Registered Notes. Outstanding Notes may be exchanged in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Registered Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Holders that anticipate tendering other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for receipt of any Registered Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant and account information in this Letter of Transmittal. Registered Notes will be issued in exchange for Outstanding Notes in the Exchange Offer, if consummated, as soon as practicable after the Expiration Date of the Exchange Offer (the "SETTLEMENT DATE"). 2 TENDER OF OUTSTANDING NOTES To effect a valid tender of Outstanding Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table below entitled "Description of Outstanding Notes Tendered" and sign the Letter of Transmittal where indicated. Registered Notes will be delivered in book-entry form to holders through DTC and only to the DTC account of the undersigned or the undersigned's custodian, as specified below, on the Settlement Date, or as soon as practicable thereafter. Failure to provide the information necessary to effect delivery of Registered Notes will render such holder's tender defective, and BHFC will have the right, which it may waive, to reject such tender without notice. DESCRIPTION OF OUTSTANDING NOTES TENDERED (SEE INSTRUCTIONS 2 AND 3) NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

OUTSTANDING NOTES NAME OF DTC PARTICIPANT AND PARTICIPANT'S AGGREGATE PRINCIPAL BEING TENDERED ACCOUNT NUMBER IN WHICH OUTSTANDING NOTES AMOUNT OF OUTSTANDING ARE HELD AND/OR THE CORRESPONDING REGISTERED NOTES* NOTES ARE TO BE DELIVERED. - ------------------- -------------------------------------------- --------------------- 4.625% SENIOR NOTES -------------------------------------------- --------------------- DUE 2013 -------------------------------------------- --------------------- (CUSIP: 084664 AB7) (CUSIP: U23797AB6)

* THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED HEREBY MUST BE IN DENOMINATIONS OF U.S.$1,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF WITH A MINIMUM TENDER REQUIREMENT OF U.S.$1,000. SEE INSTRUCTION 3. 3 If the aggregate principal amount of the Outstanding Notes specified was held as of the date of tender by more than one beneficial owner, you may specify below the break-down of this aggregate principal amount by beneficial owner, and, in doing so, hereby instruct the Exchange Agent to treat each such beneficial owner as a separate holder. If the space below is inadequate, attach a separate signed schedule using the same format.

BENEFICIAL OWNER NAME OR ACCOUNT PRINCIPAL AMOUNT OF OUTSTANDING NOTES NUMBER - ------------------------------- ------------------------------------- - ------------------------------- ------------------------------------- - ------------------------------- ------------------------------------- - ------------------------------- ------------------------------------- - ------------------------------- ------------------------------------- TOTAL: - ------------------------------- -------------------------------------

SPECIAL RETURN INSTRUCTIONS TO BE COMPLETED ONLY IF OUTSTANDING NOTES NOT ACCEPTED FOR EXCHANGE ARE TO BE SENT TO SOMEONE OTHER THAN THE PERSON OR PERSONS WHOSE SIGNATURE(S) APPEAR(S) WITHIN THIS LETTER OF TRANSMITTAL. (SEE INSTRUCTION 5)

NAME OF DTC PARTICIPANT AND PARTICIPANT'S * ACCOUNT NUMBER TO WHICH OUTSTANDING NOTES NOT ACCEPTED FOR EXCHANGE ARE TO BE DELIVERED. - ---------- ----------------------------------------- --------

4 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. LADIES AND GENTLEMEN: The undersigned hereby tenders to BHFC the aggregate principal amount of Outstanding Notes indicated in the table above entitled "Description of Outstanding Notes Tendered." The undersigned understands that validly tendered Outstanding Notes (or defectively tendered Outstanding Notes with respect to which BHFC has, or has caused to be, waived such defect) will be deemed to have been accepted by BHFC if, as and when BHFC gives oral or written notice thereof to the Exchange Agent. The undersigned understands that subject to the terms and conditions, Outstanding Notes properly tendered and accepted (and not validly withdrawn) in accordance with the terms and conditions will be exchanged for Registered Notes. The undersigned understands that Outstanding Notes delivered hereby may be withdrawn at any time on or prior to the Expiration Date. The undersigned understands that Outstanding Notes delivered hereby may not be withdrawn at any time after the Expiration Date unless the Exchange Offer is extended with changes in the terms of the Exchange Offer that are, in the reasonable judgment of BHFC, materially adverse to the tendering holder. The undersigned understands that, under certain circumstances, BHFC may not be required to accept any of the Outstanding Notes tendered (including any Outstanding Notes tendered after the Expiration Date). If any Outstanding Notes are not accepted for exchange for any reason (or if Outstanding Notes are validly withdrawn), such unexchanged (or validly withdrawn) Outstanding Notes will be returned without expense to the undersigned's account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus, as promptly as practicable after the expiration or termination of the Exchange Offer. Following the later of the Expiration Date or the date upon which Outstanding Notes are tendered hereby, and subject to and effective upon BHFC's acceptance for exchange of the principal amount of the Outstanding Notes tendered hereby, upon the terms and conditions, the undersigned hereby: (1) irrevocably sells, assigns and transfers to or upon the order of BHFC or its nominees, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned's status as a holder of, all Outstanding Notes tendered hereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against BHFC or any fiduciary, trustee, fiscal agent or other person connected with the Outstanding Notes arising under, from or in connection with such Outstanding Notes; (2) waives any and all rights with respect to the Outstanding Notes tendered hereby (including, without limitation, any existing or past defaults and their consequences in respect of such Outstanding Notes); and (3) releases and discharges BHFC and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as trustee (THE "TRUSTEE") from any and all claims the undersigned may have, now or in the future, arising out of or related to the Outstanding Notes tendered hereby, including, without limitation, any and all claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Outstanding Notes tendered hereby (other than accrued and unpaid interest on the Outstanding Notes) or to participate in any redemption or defeasance of the Outstanding Notes tendered hereby. The undersigned understands that tenders of Outstanding Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Outstanding Notes by BHFC will, following such acceptance, constitute a binding agreement between the undersigned and BHFC upon the terms and conditions. All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding 5 upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. The undersigned hereby represents, warrants and agrees that: (1) it has received and reviewed the Prospectus; (2) it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the Outstanding Notes tendered hereby and it has full power and authority to execute this Letter of Transmittal; (3) the Outstanding Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and BHFC will acquire good, indefeasible and unencumbered title to such Outstanding Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the same are accepted by BHFC; (4) it will not sell, pledge, hypothecate or otherwise encumber or transfer any Outstanding Notes tendered hereby from the date of this Letter of Transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect; (5) in evaluating the Exchange Offer and in making its decision whether to participate therein by submitting this Letter of Transmittal and tendering its Outstanding Notes, the undersigned has made its own independent appraisal of the matters referred to in the Prospectus and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by BHFC or the Exchange Agent other than those contained in the Prospectus (as amended or supplemented to the Expiration Date); (6) the execution and delivery of this Letter of Transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions; (7) the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder's ability to withdraw its tender prior to the Expiration Date, and subject to terms and conditions of the Exchange Offer generally, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the Outstanding Notes tendered hereby in favor of BHFC or such other person or persons as they may direct and to deliver such form(s) of transfer and other document(s) in the attorney's and/or agent's discretion and the certificate(s) and other document(s) of title relating to such Outstanding Notes' registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer, and to vest in BHFC or its nominees such Outstanding Notes; and (8) the terms and conditions shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, and the terms and conditions shall be read and construed accordingly. The representations and warranties and agreements of a holder tendering Outstanding Notes shall be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Letter of Transmittal, the "BENEFICIAL OWNER" of any Outstanding Notes shall mean any holder that exercises sole investment discretion with respect to such Outstanding Notes. The undersigned understands that tenders may not be withdrawn at any time after the Expiration Date except as set forth in the Prospectus, unless the Exchange Offer is extended with changes to the terms and conditions that are, in the reasonable judgement of BHFC, materially adverse to the undersigned, in which case tenders may be withdrawn under the conditions described in the extension. 6 If the Exchange Offer is amended in a manner determined by BHFC to be materially adverse to tendering holders, BHFC will extend the Exchange Offer for a period of two to ten business days, depending on the significance of the amendment and the manner of disclosure to such holders, if the Exchange Offer would otherwise have expired during such two- to ten-business day period. Any change in the consideration offered to holders of Outstanding Notes in the Exchange Offer shall be paid to all holders of Outstanding Notes whose securities have previously been tendered and not withdrawn pursuant to the Exchange Offer. If the "Special Return Instructions" box (found above) is completed, please credit the indicated DTC account for any book-entry transfers of Outstanding Notes not accepted for exchange. The undersigned recognizes that BHFC has no obligation under the "Special Return Instructions" provision of this Letter of Transmittal to effect the transfer of any Outstanding Notes from the holder(s) of such Outstanding Notes if BHFC does not accept for exchange any of the principal amount of the Outstanding Notes tendered pursuant to this Letter of Transmittal. 7 SIGN HERE By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to BHFC the principal amount of the Outstanding Notes listed in the table set forth above labeled "Description of Outstanding Notes Tendered." _________________________________________________________ ____________________ Signature of Registered Holder(s) or Authorized Signatory Date (see guarantee requirement below) _________________________________________________________ ____________________ Signature of Registered Holder(s) or Authorized Signatory Date (see guarantee requirement below) _________________________________________________________ ____________________ Signature of Registered Holder(s) or Authorized Signatory Date (see guarantee requirement below) Area Code and Telephone Number: ________________________________________________ If a holder of Outstanding Notes is tendering any Outstanding Notes, this Letter of Transmittal must be signed by the Registered Holder(s) exactly as the name(s) appear(s) on a securities position listing of DTC or by any person(s) authorized to become the Registered Holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person, acting in a fiduciary or representative capacity, please set forth at the line entitled "Capacity (full title)" and submit evidence satisfactory to the Exchange Agent and BHFC of such person's authority to so act. See Instruction 4. Name(s): _______________________________________________________________________ ________________________________________________________________________________ (Please Type or Print) Capacity (full title): _________________________________________________________ Address: _______________________________________________________________________ (Including Zip Code) MEDALLION SIGNATURE GUARANTEE (If required--See Instruction 4) Signature(s) Guaranteed by an Eligible Institution: _______________________________________________________ (Authorized Signature) ________________________________________________________________________________ (Title) ________________________________________________________________________________ (Name of Firm) ________________________________________________________________________________ (Address) Dated: ______________, 2004 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal is to be completed by tendering holders of Outstanding Notes if tender of such Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's account at DTC and instructions are not being transmitted through ATOP. HOLDERS WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S ATOP PROCEDURES SHALL BE BOUND BY, BUT NEED NOT COMPLETE, THIS LETTER OF TRANSMITTAL; THUS, A LETTER OF TRANSMITTAL NEED NOT ACCOMPANY TENDERS EFFECTED THROUGH ATOP. A confirmation of a book-entry transfer into the Exchange Agent's account at DTC of all Outstanding Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent's message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offer by causing DTC to transfer Outstanding Notes to the Exchange Agent in accordance with DTC's ATOP procedures for such transfer on or prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Outstanding Notes for purposes of the Exchange Offer. DELIVERY OF A LETTER OF TRANSMITTAL TO DTC WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. No Letter of Transmittal should be sent to BHFC or DTC. The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent's message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail, with return receipt requested and properly insured, is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery. Neither BHFC nor the Exchange Agent is under any obligation to notify any tendering holder of Outstanding Notes of BHFC's acceptance of tendered Outstanding Notes prior to the Expiration Date. 2. DELIVERY OF THE REGISTERED NOTES. Registered Notes to be issued according to the terms of the Exchange Offer, if consummated, will be delivered in book-entry form to holders of Outstanding Notes tendered in the Exchange Offer. In order to permit such delivery, the appropriate DTC participant name and number (along with any other required account information) must be provided in the table entitled "Description of the Outstanding Notes." Failure to do so will render a tender of the Outstanding Notes defective, and BHFC will have the right, which it may waive, to reject such delivery. Holders that anticipate participating in the Exchange Offer other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of any Registered Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table. 3. AMOUNT OF TENDERS. Tenders of Outstanding Notes will be accepted in denominations of U.S. $1,000 and integral multiples of U.S.$1,000 in excess thereof. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Outstanding Notes tendered. 4. SIGNATURES ON LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER; GUARANTEE OF SIGNATURES. For purposes of this Letter of Transmittal, the term "REGISTERED HOLDER" means an owner of record as well as any DTC participant that has Outstanding Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a "MEDALLION SIGNATURE CO-OBLIGOR"). Signatures on the Letter of Transmittal need not be guaranteed if: 9 - the Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes and the holder(s) has not completed the box entitled "Special Return Instructions" on the Letter of Transmittal; or - the Outstanding Notes are tendered for the account of an "eligible institution." An "eligible institution" is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 (as the terms are used in Rule 17Ad-15): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program. If any of the Outstanding Notes tendered are held by two or more Registered Holders, all of the Registered Holders must sign the Letter of Transmittal. BHFC will not accept any alternative, conditional, irregular or contingent tenders. By executing the Letter of Transmittal (or facsimile thereof) or directing DTC to transmit an agent's message, you waive any right to receive any notice of the acceptance of your Outstanding Notes for exchange. If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by BHFC, evidence satisfactory to BHFC of their authority to so act must be submitted with this Letter of Transmittal. Beneficial owners whose tendered Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Outstanding Notes. 5. SPECIAL RETURN INSTRUCTIONS. All Outstanding Notes tendered hereby and not accepted for exchange will be returned to the undersigned according to the information provided in the table entitled "Description of the Outstanding Notes Tendered" or, if completed, according to the "Special Return Instructions" box in this Letter of Transmittal. 6. TRANSFER TAXES. Except as set forth in this Instruction 6, BHFC will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Outstanding Notes to it, or to its order, pursuant to the Exchange Offer. If payment is to be made to, or if Outstanding Notes not tendered or purchased are to be registered in the name of any persons other than the Registered Holder, or if tendered Outstanding Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the Registered Holder or such other person) payable on account of the transfer to such other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 7. VALIDITY OF TENDERS. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by BHFC in its sole discretion, which determination will be final and binding. BHFC reserves the absolute right to reject any and all tenders of Outstanding Notes not in proper form or any Outstanding Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. BHFC also reserves the absolute right to waive any defect or irregularity in 10 tenders of Outstanding Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the terms and conditions by BHFC shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as BHFC shall determine. None of BHFC, the Exchange Agent or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offer. 8. WAIVER OF CONDITIONS. BHFC reserves the absolute right to amend or waive any of the conditions in the Exchange Offer concerning any Outstanding Notes at any time. 9. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal of Tenders." 10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated herein. 11. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a U.S. Holder (defined below) whose Outstanding Notes are accepted for exchange must provide the Exchange Agent with his, her or its correct Taxpayer Identification Number ("TIN"), which, in the case of an exchanging U.S. Holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and payments made with respect to the Registered Notes or the Exchange Offer may be subject to backup withholding at a rate of 30% (subject to periodic reductions through 2010, at which time the rate is currently scheduled to be increased to 31%). If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each exchanging U.S. Holder must provide his, her or its correct TIN by completing the copy of the IRS Form W-9 attached to this Letter of Transmittal, certifying that the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is exempt from backup withholding because (i) the holder has been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interests or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the Form W-9 Instructions for information on which TIN to report. If you do not provide your TIN to the Exchange Agent within 60 days, backup withholding may begin and continue until you furnish your TIN. Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these withholding and reporting requirements. See the enclosed copy of the IRS Form W-9. In order to satisfy BHFC that a foreign individual qualifies as an exempt recipient, such holder must submit a properly completed IRS Form W-8BEN (or other applicable form) certifying, under penalty of perjury, to such holder's foreign status in order establish an exemption from backup withholding. A copy of the Form W-8BEN is attached to this Letter of Transmittal. Other applicable forms may be obtained from the Exchange Agent. For the purposes of these instructions, a "U.S. HOLDER" is (i) a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof, or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of its source. 11 12. The exchange of Outstanding Notes for Registered Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Consequences" in the Prospectus. 12 In order to tender, a holder of Outstanding Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC's Automated Tender Offer Program. The Exchange Agent for the Exchange Offer is: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Institutional Trust Services OH1-0184 1111 Polaris Parkway, Suite 1N Columbus, OH 43240 Attn: Exchanges Any questions or requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal, or related documents may be directed to the Exchange Agent at: 1-800-346-5153. A holder of Outstanding Notes may also contact such holder's custodian bank, depositary, broker, trust company or other nominee for assistance concerning the Exchange Offer. EX-4.7 7 v95390orexv4w7.txt EXHIBIT 4.7 EXHIBIT 4.7 BERKSHIRE HATHAWAY FINANCE CORPORATION OFFER TO EXCHANGE $750,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2008 UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 3.375% SENIOR NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. [______], 2004 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing herewith an offer by Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), to exchange the Company's new 3.375% Senior Notes Due 2008 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of the Company's outstanding 3.375% Senior Notes Due 2008 (the "Original Notes"), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated [__], 2004 (as the same amended and supplemented from time to time, the "Prospectus"), and related Letter of Transmittal (which together with the Prospectus constitutes the "Exchange Offer"). The Exchange Offer provides a procedure for holders to tender the Original Notes by means of guaranteed delivery. The Exchange Offer will expire at 5:00 p.m., New York City time, on [___], 2004, unless extended (the "Expiration Date"). Tendered Original Notes may be withdrawn at any time prior to 5:00 pm., New York City time, on the Expiration Date, if such Original Notes have not previously been accepted for exchange pursuant to the Exchange Offer. Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") as set forth in certain interpretive letters addressed to third parties in other transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder's business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Exchange Notes. See "Shearman & Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991), and "Exxon Capital Holding Corporation," SEC No-Action Letter (available May 13, 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Notes. The Exchange Offer is not conditioned on any minimum aggregate principal amount of Original Notes being tendered. Original Notes may be tendered by each holder in a minimum aggregate principal amount of $1,000 and integral multiples of $1,000 in excess thereof. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for any Original Notes and may terminate the Exchange Offer (whether or not any Original Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" have occurred or exist or have not been satisfied. 1 For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, we are enclosing the following documents: 1. A Prospectus, dated [___], 2004 relating to the Exchange Offer. 2. A Letter of Transmittal for your use and for the information of your clients. 3. A printed form of letter which may be sent to your clients for whose accounts you hold Original Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer. 4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal Revenue Service (included in the Letter of Transmittal after the instructions thereto). WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent at the following telephone number: 1-800-346-5153. Very truly yours, Berkshire Hathaway Finance Corporation NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EX-4.8 8 v95390orexv4w8.txt EXHIBIT 4.8 EXHIBIT 4.8 BERKSHIRE HATHAWAY FINANCE CORPORATION OFFER TO EXCHANGE $750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013 UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. [______], 2004 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing herewith an offer by Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), to exchange the Company's new 4.625% Senior Notes Due 2013 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of the Company's outstanding 4.625% Senior Notes Due 2013 (the "Original Notes"), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated [__], 2004 (as the same amended and supplemented from time to time, the "Prospectus"), and related Letter of Transmittal (which together with the Prospectus constitutes the "Exchange Offer"). The Exchange Offer provides a procedure for holders to tender the Original Notes by means of guaranteed delivery. The Exchange Offer will expire at 5:00 p.m., New York City time, on [___], 2004, unless extended (the "Expiration Date"). Tendered Original Notes may be withdrawn at any time prior to 5:00 pm., New York City time, on the Expiration Date, if such Original Notes have not previously been accepted for exchange pursuant to the Exchange Offer. Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") as set forth in certain interpretive letters addressed to third parties in other transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder's business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Exchange Notes. See "Shearman & Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991), and "Exxon Capital Holding Corporation," SEC No-Action Letter (available May 13, 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Notes. The Exchange Offer is not conditioned on any minimum aggregate principal amount of Original Notes being tendered. Original Notes may be tendered by each holder in a minimum aggregate principal amount of $1,000 and integral multiples of $1,000 in excess thereof. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for any Original Notes and may terminate the Exchange Offer (whether or not any Original Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under "The Exchange Offer-Conditions to the Exchange Offer" have occurred or exist or have not been satisfied. 1 For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, we are enclosing the following documents: 1. A Prospectus, dated [___], 2004 relating to the Exchange Offer. 2. A Letter of Transmittal for your use and for the information of your clients. 3. A printed form of letter which may be sent to your clients for whose accounts you hold Original Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer. 4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal Revenue Service (included in the Letter of Transmittal after the instructions thereto). WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent at the following telephone number: 1-800-346-5153. Very truly yours, Berkshire Hathaway Finance Corporation NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EX-4.9 9 v95390orexv4w9.txt EXHIBIT 4.9 EXHIBIT 4.9 BERKSHIRE HATHAWAY FINANCE CORPORATION OFFER TO EXCHANGE $750,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2008 UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 3.375% SENIOR NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. [______], 2004 To Our Clients: Enclosed for your consideration are the Prospectus, dated [_____], 2004 (as the same may be amended and supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer"), in connection with the offer by Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), to exchange the Company's new 3.375% Senior Notes Due 2008 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of the Company's outstanding 3.375% Senior Notes Due 2008 (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer. The Exchange Offer will expire at 5:00 p.m. New York City time, on [____], 2004, unless extended (the "Expiration Date"). We are holding Outstanding Notes for your account. An exchange of the Outstanding Notes can be made only by us and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Outstanding Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery. We request information as to whether you wish us to exchange any or all of the Outstanding Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer. Your attention is directed to the following; 1. The forms and terms of the Exchange Notes are the same in all material respects as the forms and terms of the Outstanding Notes (which they replace), except that the Exchange Notes have been registered under the Securities Act. The Exchange Notes will bear interest from the most recent interest payment date to which interest has been paid on the Outstanding Notes or, if no interest has been paid, from October 6, 2003. 2. Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC"), as set forth in certain interpretive letters addressed to third parties in other transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder's business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Exchange Notes. See "Shearman & Sterling," SEC No-Action Letter (available July 2. 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991) and "Exxon Capital Holdings Corporation," SEC No-Action Letter (available May 13. 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Notes. 3. The Exchange Offer is not conditioned on any minimum aggregate principal amount of Outstanding Notes being tendered. Outstanding Notes may be tendered by each holder in a minimum aggregate principal amount of $1,000 and integral multiples of $1,000 in excess thereof. 4. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for, any Outstanding Notes and may terminate the Exchange Offer (whether or not any Outstanding Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" have occurred or exist or have not been satisfied. 5. Tendered Outstanding Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, if such Outstanding Notes have not previously been accepted for exchange pursuant to the Exchange Offer. 6. Any transfer taxes applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing and returning to us the instruction form attached hereto. If you authorize a tender of your Outstanding Notes, the entire principal amount of Outstanding Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date. The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Outstanding Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not he in compliance with the laws of such jurisdiction or would otherwise not he in compliance with any provision of any applicable securities law. 2 EX-4.10 10 v95390orexv4w10.txt EXHIBIT 4.10 EXHIBIT 4.10 BERKSHIRE HATHAWAY FINANCE CORPORATION OFFER TO EXCHANGE $750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013 UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. [______], 2004 To Our Clients: Enclosed for your consideration are the Prospectus, dated [_____], 2004 (as the same may be amended and supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer"), in connection with the offer by Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), to exchange the Company's new 4.625% Senior Notes Due 2013 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of the Company's outstanding 4.625% Senior Notes Due 2013 (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer. The Exchange Offer will expire at 5:00 p.m. New York City time, on [____], 2004, unless extended (the "Expiration Date"). We are holding Outstanding Notes for your account. An exchange of the Outstanding Notes can be made only by us and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Outstanding Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery. We request information as to whether you wish us to exchange any or all of the Outstanding Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer. Your attention is directed to the following; 1. The forms and terms of the Exchange Notes are the same in all material respects as the forms and terms of the Outstanding Notes (which they replace), except that the Exchange Notes have been registered under the Securities Act. The Exchange Notes will bear interest from the most recent interest payment date to which interest has been paid on the Outstanding Notes or, if no interest has been paid, from October 6, 2003. 2. Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC"), as set forth in certain interpretive letters addressed to third parties in other transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder's business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Exchange Notes. See "Shearman & Sterling," SEC No-Action Letter (available July 2. 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991) and "Exxon Capital Holdings Corporation," SEC No-Action Letter (available May 13. 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Notes. 3. The Exchange Offer is not conditioned on any minimum aggregate principal amount of Outstanding Notes being tendered. Outstanding Notes may be tendered by each holder in a minimum aggregate principal amount of $1,000 and integral multiples of $1,000 in excess thereof. 4. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for, any Outstanding Notes and may terminate the Exchange Offer (whether or not any Outstanding Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" have occurred or exist or have not been satisfied. 5. Tendered Outstanding Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, if such Outstanding Notes have not previously been accepted for exchange pursuant to the Exchange Offer. 6. Any transfer taxes applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing and returning to us the instruction form attached hereto. If you authorize a tender of your Outstanding Notes, the entire principal amount of Outstanding Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date. The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Outstanding Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not he in compliance with the laws of such jurisdiction or would otherwise not he in compliance with any provision of any applicable securities law. 2 EX-4.11 11 v95390orexv4w11.txt EXHIBIT 4.11 EXHIBIT 4.11 BERKSHIRE HATHAWAY FINANCE CORPORATION OFFER TO EXCHANGE $750,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2008 UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 3.375% SENIOR NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. Instructions from Beneficial Owner The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal in connection with the offer by the Company to exchange the Exchange Notes for Outstanding Notes. This will instruct you to tender the principal amount of Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. The undersigned represents that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of the undersigned's business, (ii) the undersigned is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iii) the undersigned is not an "affiliate," as defined under Rule 405 of the Securities Act, of the Company and (iv) the undersigned is not acting on behalf of any person or entity that could not truthfully make these statements. If the undersigned is a broker-dealer, it acknowledges that it will deliver a copy of the Prospectus in connection with any resale of the Exchange Notes. Sign Here _____________________________________ Signatures(s) Securities which are to be tendered: Tender all of the Outstanding Notes Aggregate Principal Amount* [ ] Outstanding Notes ____________ ________________________________________________ Name(s) (Please Print) ________________________________________________ Address ________________________________________________ Zip Code ________________________________________________ Area Code and Telephone No. Dated:__________________, 2004 ______________ * Unless otherwise indicated, it will be assumed that all of the Outstanding Notes listed are to be tendered. 2 EX-4.12 12 v95390orexv4w12.txt EXHIBIT 4.12 EXHIBIT 4.12 BERKSHIRE HATHAWAY FINANCE CORPORATION OFFER TO EXCHANGE $750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013 UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. Instructions from Beneficial Owner The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal in connection with the offer by the Company to exchange the Exchange Notes for Outstanding Notes. This will instruct you to tender the principal amount of Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. The undersigned represents that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of the undersigned's business, (ii) the undersigned is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iii) the undersigned is not an "affiliate," as defined under Rule 405 of the Securities Act, of the Company and (iv) the undersigned is not acting on behalf of any person or entity that could not truthfully make these statements. If the undersigned is a broker-dealer, it acknowledges that it will deliver a copy of the Prospectus in connection with any resale of the Exchange Notes. Sign Here _____________________________________ Signatures(s) Securities which are to be tendered: Tender all of the Outstanding Notes Aggregate Principal Amount* [ ] Outstanding Notes ____________ ________________________________________________ Name(s) (Please Print) ________________________________________________ Address ________________________________________________ Zip Code ________________________________________________ Area Code and Telephone No. Dated:__________________, 2004 ______________ * Unless otherwise indicated, it will be assumed that all of the Outstanding Notes listed are to be tendered. 2 EX-4.13 13 v95390orexv4w13.txt EXHIBIT 4.13 EXHIBIT 4.13 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 3.375% SENIOR NOTES DUE 2008 OF BERKSHIRE HATHAWAY FINANCE CORPORATION, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. As set forth in the Exchange Offer (as defined below), this Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent hereto or the electronic form used by The Depository Trust Company ("DTC") for this purpose must be used to accept the Exchange Offer of certificates for 3.375% Senior Notes Due 2008 (the "Original Notes") of Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), are not immediately available to the registered holder of such Outstanding Notes, or if a participant in DTC is unable to complete the procedures for book-entry transfer on a timely basis of Outstanding Notes to the account maintained by J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.) (the "Exchange Agent") at DTC, prior to 5:00 p.m., New York City time, on [____], 2004, unless extended (the "Expiration Date"). This Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent hereto may be delivered by mail (registered or certified mail is recommended), by facsimile transmission, by hand or overnight carrier to the Exchange Agent. See "The Exchange Offer--Procedures for Tendering Outstanding Bonds" in the Prospectus (as defined below). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Exchange Offer. The Exchange Agent for the Exchange Offer is: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Institutional Trust Services OH1-0184 1111 Polaris Parkway, Suite 1N Columbus, OH 43240 Attn: Exchanges Phone Number: 1-800-346-5153 Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via a facsimile number other than the number listed above will not constitute a valid delivery. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined therein) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), the aggregate principal amount of Outstanding Notes indicated below pursuant to the guaranteed delivery procedures and upon the terms and subject to the conditions set forth in the Prospectus dated [_____], 2004 (as the same may be amended or supplemented from time to time, the "Prospectus") and in the related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer"), receipt of which is hereby acknowledged. The undersigned hereby represents, warrants and agrees that the undersigned has full power and authority to tender, exchange, sell, assign, and transfer the tendered Outstanding Notes and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances when the tendered Outstanding Notes are acquired by the Company as contemplated herein, and the tendered Outstanding Notes are not subject to any adverse claims or proxies. The undersigned warrants and agrees that the undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the tender, exchange, sale, assignment and transfer of the tendered Outstanding Notes, and that the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer. BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE COMPANY as defined in Rule 405 under of the Securities Act, (ii) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY THAT COULD NOT TRUTHFULLY MAKE THESE STATEMENTS. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES. All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of tendered Outstanding Notes will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by the Company not to be in proper form or the acceptance of which, or exchange for, may, in the view of the Company or its counsel, be unlawful. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. 2 Name(s) of Registered Holder(s): _______________________________________________ ________________________________________________________________________________ Please Print Address(es): ___________________________________________________________________ ___________________________________________________________________ Area Code and Tel. No(s): ______________________________________________________ x________________________________________________ x________________________________________________ Signature(s) of Owner(s) or Authorized Signatory Must be signed by the registered holder(s) of the tendered Outstanding Notes as their name(s) appear(s) on certificates for such tendered Outstanding Notes, or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Aggregate Principal Certificate No(s) Amount Represented Aggregate Principal (if available) by Certificate Amount Tendered - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- -------------------

If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company, provide the following information: Signature: _____________________________________________________________________ Account Number :________________________________________________________________ Date:___________________________________________________________________________ THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED 3 GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees delivery to the Exchange Agent, at one of its addresses set forth above, either certificates for the Outstanding Notes tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any other documents required by the Letter of Transmittal, all within three (3) business days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates for the Outstanding Notes tendered hereby to the Exchange Agent within the time period shown hereon and that failure to do so could result in a financial loss to the undersigned. _______________________________________ ___________________________________ Firm Authorized Signature _______________________________________ Name: _____________________________ Address (Please Type or Print) _______________________________________ Title: ____________________________ Zip Code Dated: _____________________, 2004 Area Code and Tel. No.:_________________________________________________________ DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT. 4 EX-4.14 14 v95390orexv4w14.txt EXHIBIT 4.14 EXHIBIT 4.14 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 4.625% SENIOR NOTES DUE 2013 OF BERKSHIRE HATHAWAY FINANCE CORPORATION, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC. As set forth in the Exchange Offer (as defined below), this Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent hereto or the electronic form used by The Depository Trust Company ("DTC") for this purpose must be used to accept the Exchange Offer of certificates for 4.625% Senior Notes Due 2013 the "Original Notes") of Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), are not immediately available to the registered holder of such Outstanding Notes, or if a participant in DTC is unable to complete the procedures for book-entry transfer on a timely basis of Outstanding Notes to the account maintained by J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.) (the "Exchange Agent") at DTC, prior to 5:00 p.m., New York City time, on [____], 2004, unless extended (the "Expiration Date"). This Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent hereto may be delivered by mail (registered or certified mail is recommended), by facsimile transmission, by hand or overnight carrier to the Exchange Agent. See "The Exchange Offer--Procedures for Tendering Outstanding Bonds" in the Prospectus (as defined below). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Exchange Offer. The Exchange Agent for the Exchange Offer is: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Institutional Trust Services OH1-0184 1111 Polaris Parkway, Suite 1N Columbus, OH 43240 Attn: Exchanges Phone Number: 1-800-346-5153 Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via a facsimile number other than the number listed above will not constitute a valid delivery. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined therein) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"), the aggregate principal amount of Outstanding Notes indicated below pursuant to the guaranteed delivery procedures and upon the terms and subject to the conditions set forth in the Prospectus dated [_____], 2004 (as the same may be amended or supplemented from time to time, the "Prospectus") and in the related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer"), receipt of which is hereby acknowledged. The undersigned hereby represents, warrants and agrees that the undersigned has full power and authority to tender, exchange, sell, assign, and transfer the tendered Outstanding Notes and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances when the tendered Outstanding Notes are acquired by the Company as contemplated herein, and the tendered Outstanding Notes are not subject to any adverse claims or proxies. The undersigned warrants and agrees that the undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the tender, exchange, sale, assignment and transfer of the tendered Outstanding Notes, and that the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer. BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE COMPANY as defined in Rule 405 under of the Securities Act, (ii) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY THAT COULD NOT TRUTHFULLY MAKE THESE STATEMENTS. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES. All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of tendered Outstanding Notes will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by the Company not to be in proper form or the acceptance of which, or exchange for, may, in the view of the Company or its counsel, be unlawful. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. 2 Name(s) of Registered Holder(s): _______________________________________________ ________________________________________________________________________________ Please Print Address(es): ___________________________________________________________________ ___________________________________________________________________ Area Code and Tel. No(s): ______________________________________________________ x__________________________________________________ x__________________________________________________ Signature(s) of Owner(s) or Authorized Signatory Must be signed by the registered holder(s) of the tendered Outstanding Notes as their name(s) appear(s) on certificates for such tendered Outstanding Notes, or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Aggregate Principal Certificate No(s) Amount Represented Aggregate Principal (if available) by Certificate Amount Tendered - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- ------------------- - ----------------- ------------------- -------------------

If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company, provide the following information: Signature: _____________________________________________________________________ Account Number :________________________________________________________________ Date:___________________________________________________________________________ THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED 3 GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees delivery to the Exchange Agent, at one of its addresses set forth above, either certificates for the Outstanding Notes tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any other documents required by the Letter of Transmittal, all within three (3) business days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates for the Outstanding Notes tendered hereby to the Exchange Agent within the time period shown hereon and that failure to do so could result in a financial loss to the undersigned. ________________________________ _____________________________________ Firm Authorized Signature ________________________________ Name: _______________________________ Address (Please Type or Print) ________________________________ Title: _______________________________ Zip Code Dated: _________________________, 2004 Area Code and Tel. No.:_________________________________________________________ DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT. 4 EX-5 15 v95390orexv5.txt EXHIBIT 5 Exhibit 5 [LETTERHEAD OF MUNGER, TOLLES & OLSON LLP] December 30, 2003 Berkshire Hathaway Finance Corporation 1440 Kiewit Plaza Omaha, Nebraska 68131 Re: Registration Statement on Form S-4 Ladies and Gentlemen: This opinion letter is being delivered by us as special counsel to Berkshire Hathaway Finance Corporation, a Delaware corporation ("BHFC") and Berkshire Hathaway Inc., a Delaware corporation ("Berkshire") in connection with the proposed registration by BHFC and Berkshire of (i) $750,000,000 in aggregate principal amount of BHFC's 3.375% Senior Notes due 2008 (the "New 3.375% Notes"), unconditionally guaranteed by Berkshire (the "2008 Berkshire Guarantee") and (ii) $750,000,000 in aggregate principal amount of BHFC's 4.625% Senior Notes due 2013 (the "New 4.625% Notes" and, together with the New 3.375% Notes, the "Exchange Notes"), unconditionally guaranteed by Berkshire (the "2013 Berkshire Guarantee" and together with the 2008 Berkshire Guarantee, the "Berkshire Guarantees"), pursuant to a Registration Statement on Form S-4, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The Exchange Notes and the Berkshire Guarantees are to be issued pursuant to an Indenture dated as of October 6, 2003 between BHFC, Berkshire and Bank One Trust Company, N.A., as trustee (the "Indenture"). The New 3.375% Notes and the related 2008 Berkshire Guarantee are to be issued in exchange for and in replacement of BHFC's outstanding 3.375% Senior Notes due 2008, unconditionally guaranteed by Berkshire, of which $750,000,000 in aggregate principal amount is subject to an exchange offer pursuant to the Registration Statement (the "Old 3.375% Notes"). The New 4.625% Notes and the related 2013 Berkshire Guarantee are to be issued in exchange for and in replacement of BHFC's outstanding 4.625% Senior Notes due 2013, unconditionally guaranteed by Berkshire, of which $750,000,000 in aggregate principal amount is subject to an exchange offer pursuant to the Registration Statement (the "Old 4.625% Notes, and together with the Old 3.375% Notes, the "Outstanding Notes"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of BHFC, Berkshire and others. Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies. Based upon and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that when (i) the Registration Statement becomes effective and (ii) the Exchange Notes and the related Berkshire Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders of the Outstanding Notes in exchange therefor, the Exchange Notes will be binding obligations of BHFC and the Berkshire Guarantees will be binding obligations of Berkshire. In connection with the opinions expressed above, we have assumed that, at or prior to the time of delivery of any of the Exchange Notes and the Berkshire Guarantees, (a) the Board of Directors of BHFC shall have duly established the terms of such Exchange Notes and duly authorized the issuance and exchange of such Exchange Notes, in accordance with the Indenture and Delaware law, and such authorization shall not have been modified or rescinded; (b) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (c) the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended; (d) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (e) the Berkshire Guarantees shall have been duly authorized, executed and delivered by Berkshire in accordance with the Indenture and applicable law and (f) since the date hereof there will not have occurred any change in law affecting the validity or enforceability of the Exchange Notes or the Berkshire Guarantees. We have also assumed that neither the issuance and delivery of the Exchange Notes and the Berkshire Guarantees nor the compliance by BHFC or Berkshire with the terms of the Exchange Notes or the Berkshire Guarantees, as applicable, will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon BHFC or Berkshire, as the case may be, or any restriction imposed by any court or governmental body having jurisdiction over BHFC or Berkshire, as the case may be. We are members of the Bar only of the State of California. This opinion is limited to the laws of the State of California, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction. We note that the law of the State of New York is stated to be the governing law in each of the Indenture, the Exchange Notes and the Berkshire Guarantees. We have assumed with your permission, and without verification, that the law of the State of California governs the Indenture, the Exchange Notes and the Berkshire Guarantees with respect to the legal, valid, and binding nature thereof. Furthermore, we express no opinion as to whether a court applying California choice-of-law rules would apply the law of the State of New York to the Indenture, the Exchange Notes and the Berkshire Guarantees. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement and to the reference to our name in the Registration Statement and the related Prospectuses. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, /s/ MUNGER, TOLLES & OLSON LLP EX-8 16 v95390orexv8.txt EXHIBIT 8 Exhibit 8 [LETTERHEAD OF MUNGER, TOLLES & OLSON LLP] (213)683-9100 (213)687-3702 FAX December 30, 2003 Berkshire Hathaway Finance Corporation 1440 Kiewit Plaza Omaha, Nebraska 68131 Ladies and Gentlemen: We have acted as special counsel to Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Corporation"), in connection with the preparation and filing of a Registration Statement on Form S-4 (File No. 333-[____]) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the registration under the Act of (i) $750,000,000 aggregate principal amount of 3.375% Senior Notes Due 2008, unconditionally guaranteed by Berkshire Hathaway Inc. ("Berkshire") (the "2008 Exchange Notes"), to be offered by the Corporation in exchange for a like principal amount of its issued and outstanding 3.375% Senior Notes Due 2008, unconditionally guaranteed by Berkshire (the "2008 Outstanding Notes") and (ii) $750,000,000 aggregate principal amount of 4.3625% Senior Notes Due 2013, unconditionally guaranteed by Berkshire (the "2013 Exchange Notes"), to be offered by the Corporation in exchange for a like principal amount of its issued and outstanding 4.625% Senior Notes Due 2013, unconditionally guaranteed by Berkshire (the "2013 Outstanding Notes"). We hereby confirm, based on the assumptions and subject to the qualifications and limitations set forth therein, that the statements in the section of the Registration Statement captioned "Material United States Federal Income Tax Consequences," to the extent that such statements constitute statements of law, reflect our opinion of the material federal income tax consequences regarding the exchange of (i) 2008 Outstanding Notes for 2008 Exchange Notes and (ii) 2013 Outstanding Notes for 2013 Exchange Notes. No opinion is expressed on matters other than those specifically referred to herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name and reference to our opinion under the heading "Material United States Federal Income Tax Consequences" in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and regulations of the Commission issued thereunder. Very truly yours, /s/ MUNGER, TOLLES & OLSON LLP EX-12 17 v95390orexv12.txt EXHIBIT 12 EXHIBIT 12 Berkshire Hathaway Inc. Statement Regarding Calculation of Ratio of Consolidated Earnings to Consolidated Fixed Charges (Dollars in millions)

Nine Months Ended Years Ended December 31, ------------------ ------------------------------------------------ September 30, 2003 2002 2001 2000 1999 1998 ------------------ ------- ------- ------- ------ ------ Net earnings $ 5,765 $ 4,286 $ 795 $ 3,328 $1,557 $2,830 Income tax expense 2,649 2,060 590 1,997 852 1,457 Minority interests in earnings 53 14 53 241 41 27 Equity in earnings of MidAmerican Energy Holdings Company (330) (360) (134) (85) - - Fixed charges * 444 837 1,069 986 773 163 ------- ------- ------- ------- ------ ------ Earnings available for fixed charges $ 8,581 $ 6,837 $ 2,373 $ 6,467 $3,223 $4,477 ======= ======= ======= ======= ====== ====== Realized investment gains, pre-tax, included in earnings available for fixed charges $ 2,848 $ 918 $ 1,488 $ 4,499 $1,247 $2,584 ======= ======= ======= ======= ====== ====== Fixed charges * Interest on indebtedness (including amortization of debt discount and expense) $ 354 $ 725 $ 968 $ 916 $ 715 $ 130 Rentals representing interest 90 112 101 70 58 33 ------- ------- ------- ------- ------ ------ $ 444 $ 837 $ 1,069 $ 986 $ 773 $ 163 ======= ======= ======= ======= ====== ====== Ratio of earnings to fixed charges * 19.33x 8.17x 2.22x 6.56x 4.17x 27.47x ======= ======= ======= ======= ====== ====== Ratio of earnings, excluding realized investment gains, to fixed charges * 12.91x 7.07x 0.83x 2.00x 2.56x 11.61x ======= ======= ======= ======= ====== ======

- ------------- * Includes fixed charges of finance businesses. Fixed charges of finance businesses were as follows:

Nine Months Ended Years Ended December 31, ------------------ ------------------------------------------------ September 30, 2003 2002 2001 2000 1999 1998 ------------------ ------- ------- ------- ------ ------ $ 242 $ 536 $ 762 $ 774 $ 586 $ 21

Excluding fixed charges of finance businesses the ratios of earnings to fixed charges were as follows:

Nine Months Ended Years Ended December 31, ------------------ ------------------------------------------------ September 30, 2003 2002 2001 2000 1999 1998 ------------------ ------- ------- ------- ------ ------ Including realized investment gains 41.28x 20.93x 5.25x 26.85x 14.10x 31.38x Excluding realized investment gains 27.18x 17.88x 0.40x 5.63x 7.43x 13.18x

Berkshire Hathaway Inc. Calculation of Ratio of to Fixed Charges (Dollars in millions)

1998 1999 2000 2001 2002 Q3 2003 ----- ----- ----- ----- ----- ------- TOTAL Net earnings 2,830 1,557 3,328 795 4,286 5,765 Income tax expense 1,457 852 1,997 590 2,060 2,649 Min int in earnings 27 41 241 53 14 53 Income from Mid-American (85) (134) (360) (330) Fixed charges - Ins & Other 142 187 212 307 301 202 ----- ----- ----- ----- ----- ------- Earn avail for fixed chgs 4,456 2,637 5,693 1,611 6,301 8,339 ===== ===== ===== ===== ===== ======= RIG - ins & other 2,415 1,365 3,955 1,363 637 2,492 RIG - fin bus (rlzd + unrlzd) 169 (118) 544 125 281 356 RIG - total pretax 2,584 1,247 4,499 1,488 918 2,848 ===== ===== ===== ===== ===== ======= Fixed charges - Ins & Other Int on debt 109 134 144 209 194 116 Int on sav acct Rent representing int 33 53 68 98 107 86 ----- ----- ----- ----- ----- ------- 142 187 212 307 301 202 ===== ===== ===== ===== ===== ======= Ratios - Ins & Other Earn/fixed charges 31.38 14.10 26.85 5.25 20.93 41.28 ===== ===== ===== ===== ===== ======= Earn/fixed charges ex RIG 13.18 7.43 5.63 0.40 17.88 27.18 ===== ===== ===== ===== ===== ======= Fixed charges Ins & Other 142 187 212 307 301 202 Fixed charges Fin Bus 21 586 774 762 536 242 ----- ----- ----- ----- ----- ------- 163 773 986 1,069 837 444 ----- ----- ----- ----- ----- ------- Earn avail for fixed chgs 4,477 3,223 6,467 2,373 6,837 8,581 ===== ===== ===== ===== ===== ======= Fixed charges - Fin Bus Int on debt 21 581 772 759 531 238 Rent repr int 0 5 2 3 5 4 ----- ----- ----- ----- ----- ------- Fixed charges Fin Bus 21 586 774 762 536 242 ===== ===== ===== ===== ===== ======= Ratios - Ins & Other + Fin Bus Earn/fixed charges 27.47 4.17 6.56 2.22 8.17 19.33 ===== ===== ===== ===== ===== ======= Earn/fixed charges ex RIG 11.61 2.56 2.00 0.83 7.07 12.91 ===== ===== ===== ===== ===== ======= FIXED CHARGES TOTAL Int on debt 130 715 916 968 725 354 Int on sav acct Rent representing int 33 58 70 101 112 90 ----- ----- ----- ----- ----- ------- 163 773 986 1,069 837 444 ===== ===== ===== ===== ===== =======

Income from Mid-American 2000 2001 2002 Q3 2003 ----- ----- ----- ------- for 2001 10K (105) (165) - - equity earnings + trust prfrd interest (no tax effect) for 2002 10K (66) (115) (317) - equity earnings for 2003 S-4 & 10K (85) (134) (360) (330) equity earnings + trust prfrd interest - income taxes - min int (income taxes = 10.5% on equity earnings, approx. 35% on trust pfrd interest)

Berkshire Hathaway Inc. Calculation of Ratio of Earning (Dollars in millions) TOTAL Net earnings Income tax expense Min int in earnings Income from Mid-American Fixed charges - Ins & Other Earn avail for fixed chgs RIG - ins & other RIG - fin bus (rlzd + unrlzd) RIG - total pretax Fixed charges - Ins & Other Int on debt Int on sav acct Rent representing int Ratios - Ins & Other Earn/fixed charges Earn/fixed charges ex RIG Fixed charges Ins & Other Fixed charges Fin Bus Earn avail for fixed chgs Fixed charges - Fin Bus Int on debt Rent repr int Fixed charges Fin Bus Ratios - Ins & Other + Fin Bus Earn/fixed charges Earn/fixed charges ex RIG FIXED CHARGES TOTAL Int on debt Int on sav acct Rent representing int Income from Mid-American for 2001 10K for 2002 10K for 2003 S-4 & 10K Berkshire Hathaway Inc. Rentals

1998 1999 2000 2001 2002 Q3 2003 YTD ---------- ----------- ----------- ----------- ----------- ----------- OBH EX BEN 131,948 141,699 160,147 154,943 132,015 99,011 INS GROUP 3,266,410 3,020,412 3,591,371 4,564,549 5,281,853 3,961,390 PRECISION 329,029 737,362 737,520 SEE'S 16,375,243 16,445,237 16,944,172 19,284,986 19,918,573 14,938,930 BUFFALO 508,625 519,593 449,781 455,861 341,896 BLUE CHIP 0 CORT 0 22,308,000 26,432,389 31,566,000 23,674,500 NE FURN MART 121,535 138,775 313,888 309,008 271,214 203,411 SFZ EX SFFG 4,826,000 5,633,000 5,473,296 5,647,000 5,748,000 4,311,000 FECHHEIMER 2,384,984 2,378,118 2,171,079 1,974,798 1,647,546 1,235,660 GATEWAY 36,113 37,694 39,557 NO. STATES 0 55,868 50,773 BORSHEIMS 480,522 480,522 480,522 469,856 469,856 352,392 ARS/NEW AMER 0 BROWN 1,800,858 1,970,510 4,374,366 9,982,401 7,401,000 5,550,750 LOWELL & HHB RET 2,778,045 2,759,001 DEXTER 5,475,162 5,470,000 5,460,000 HELZBERGS 21,845,867 24,720,171 26,635,608 28,378,567 31,671,619 23,753,714 RC WILLEY 1,134,650 4,712,214 2,052,125 4,088,576 1,226,902 920,177 GEICO 23,523,818 26,801,914 38,423,654 47,663,137 52,127,664 39,095,748 Gen Re 42,429,274 45,000,000 39,900,000 43,000,000 32,250,000 FlightSafety 3,234,606 4,013,569 4,977,764 3,995,531 2,992,382 2,244,287 Star Furniture 2,016,442 6,376,633 7,094,546 7,132,068 2,719,819 2,039,864 Dairy Queen 6,461,000 6,126,000 6,014,000 6,032,000 6,058,000 4,543,500 Exec Jet 856,000 3,113,000 3,296,000 3,444,000 4,973,000 3,729,750 Jordans 110,605 1,535,000 1,772,000 2,305,000 1,728,750 Ben Bridge 5,594,863 8,170,561 10,632,098 7,974,074 Justin Industries 1,355,000 2,862,000 3,091,059 2,318,294 Benjamin Moore 449,000 14,470,000 14,180,000 10,635,000 Johns Manville 12,988,000 14,000,000 10,500,000 MiTek 2,368,000 4,320,000 3,240,000 Shaw 43,567,919 36,744,123 27,558,092 Albecca 8,376,000 6,853,091 Fruit 8,749,926 9,843,667 Garan 1,405,000 3,161,250 CTB Intl 185,000 832,500 Pampered Chef 995,012 4,477,554 McLane 6,145,379 ---------- ----------- ----------- ----------- ----------- ----------- EX FIN GRP 97,586,857 158,191,171 204,532,251 296,102,070 322,644,522 258,513,629 MUTUAL SFFG 290,000 176,000 1,704 2,000 2,000 1,500 BLN 37,889 39,886 XTRA 3,000,000 8,600,000 6,450,000 Clayton 893,333 Gen Re 15,570,726 5,000,000 5,100,000 5,000,000 3,750,000 ---------- ----------- ----------- ----------- ----------- ----------- 290,000 15,784,615 5,041,590 8,102,000 13,602,000 11,094,833 ---------- ----------- ----------- ----------- ----------- ----------- TOTAL 97,876,857 173,975,786 209,573,841 304,204,070 336,246,522 269,608,462 ========== =========== =========== =========== =========== =========== 1/3 ASSUMED TO REPRESENT INTEREST EX FIN BUS 32,528,952 52,730,390 68,177,417 98,700,690 107,548,174 86,171,210 FIN BUS 96,667 5,261,538 1,680,530 2,700,667 4,534,000 3,698,278 ---------- ----------- ----------- ----------- ----------- ----------- TOTAL 32,625,619 57,991,929 69,857,947 101,401,357 112,082,174 89,869,487 ========== =========== =========== =========== =========== ===========

EX-23.1 18 v95390orexv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Berkshire Hathaway Inc. on Form S-4 of our reports dated March 6, 2003, appearing in the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended December 31, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets") and to the reference to us under the heading "Experts" in the Prospectuses, which are part of this Registration Statement. DELOITTE & TOUCHE LLP Omaha, NE December 29, 2003 EX-25.1 19 v95390orexv25w1.txt EXHIBIT 25.1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 1999 AVENUE OF THE STARS - FLOOR 26 LOS ANGELES, CA 90067 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- BERKSHIRE HATHAWAY FINANCE CORPORATION (Exact name of obligor as specified in its charter) DELAWARE 45-0524698 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1440 KIEWIT PLAZA OMAHA, NEBRASKA 68131 (Address of principal executive offices) (Zip Code) DEBT SECURITIES (Title of the indenture securities) - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS NOT IN DEFAULT AS PROVIDED UNDER ITEM 13. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 9th day of December, 2003. J. P. Morgan Trust Company, National Association By /s/ Sharon McGrath ----------------------------- Sharon McGrath Authorized Officer 3 EXHIBIT 7. Report of Condition of the Trustee. CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, National Association -------------------------------------------- (Legal Title) AS OF CLOSE OF BUSINESS ON June 30, 2003

($000) -------- Assets Cash and Due From Banks $ 30,669 Securities 106,073 Loans and Leases 41,488 Premises and Fixed Assets 9,168 Intangible Assets 162,542 Other Assets 17,245 -------- Total Assets $367,185 ======== Liabilities Deposits $ 97,653 Other Liabilities 47,491 -------- Total Liabilities 145,144 Equity Capital Common Stock 600 Surplus 181,587 Retained Earnings 39,854 -------- Total Equity Capital 222,041 -------- Total Liabilities and Equity Capital $367,185 --------

4 -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.1

                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                  I, the undersigned, for the purposes of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do execute this Certificate of Incorporation and do hereby certify as
follows:

                  FIRST. The name of the Corporation is BERKSHIRE HATHAWAY
FINANCE CORPORATION (the "CORPORATION").

                  SECOND. The address of the registered office of the
Corporation in the State of Delaware is 9 East Loockerman Street, Suite 1-B,
Dover, Delaware 19901 (County of Kent). The name of its registered agent at such
address is National Registered Agents, Inc.

                  THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                  FOURTH. The total number of shares of stock which the
Corporation shall have authority to issue is one hundred (100) shares. All such
shares are to be Common Stock, having a par value of $.01 per share, and are to
be of one class.

                  FIFTH. The name and mailing address of the incorporator is
Kate Cregor, 355 South Grand Avenue, Suite 3500, Los Angeles, California 90071.

                  SIXTH. Unless and except to the extent that the by-laws of the
Corporation so require, the election of directors of the Corporation need not be
by written ballot.

                  SEVENTH. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized to make, alter and repeal the by-laws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any by-law whether adopted by them or otherwise.



                  EIGHTH. A director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.

                  NINTH. The Corporation reserves the right at any time, and
from time to time, to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, and other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the rights
reserved in this article.

                  The undersigned incorporator hereby acknowledges that the
foregoing Certificate of Incorporation is her act and deed and that the facts
stated therein are true.

Dated: August 4, 2003

                                                      /s/ Kate Cregor
                                                     -------------------------
                                                     Kate Cregor
                                                     Incorporator

                                      -2-

EX-3.2

                                                                     EXHIBIT 3.2

                                     BYLAWS

                                       OF

                     BERKSHIRE HATHAWAY FINANCE CORPORATION


                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
Section 1.1  Delaware Office...........................................       1
Section 1.2  Other Offices.............................................       1
Section 1.3  Books and Records.........................................       1
Section 2.1  Annual Meeting............................................       1
Section 2.2  Special Meetings..........................................       1
Section 2.3  Notice of Meetings........................................       2
Section 2.4  Quorum....................................................       2
Section 2.5  Voting....................................................       2
Section 2.6  Proxies...................................................       3
Section 2.7  List of Stockholders......................................       3
Section 2.8  Written Consent of Stockholders in Lieu of Meeting........       3
Section 3.1  Number of Directors.......................................       3
Section 3.2  Election and Term of Directors............................       4
Section 3.3  Vacancies and Newly Created Directorships.................       4
Section 3.4  Resignation...............................................       4
Section 3.5  Removal...................................................       4
Section 3.6  Meetings..................................................       4
Section 3.7  Quorum and Voting.........................................       5
Section 3.8  Written Consent of Directors in Lieu of a Meeting.........       5
Section 3.9  Compensation..............................................       5
Section 3.10  Committees of the Board of Directors.....................       5
Section 4.1  Appointment and Term of Office............................       6
Section 4.2  Resignation and Removal...................................       6
Section 4.3  Compensation and Bond.....................................       6
Section 4.4  Chairman of the Board.....................................       6
Section 4.5  President.................................................       6
Section 4.6  Treasurer.................................................       7
Section 4.7  Secretary.................................................       7
Section 4.11  Delegation of Duties.....................................       7
Section 5.1  Right to Indemnification..................................       7
Section 5.2  Right to Advancement of Expenses..........................       8
Section 5.3  Right of Indemnitee to Bring Suit.........................       8
Section 5.4  Non-Exclusivity of Rights.................................       8
Section 5.5  Insurance.................................................       9
Section 5.6  Indemnification of Employees and Agents of the Corporation       9
Section 5.7  Contract Rights...........................................       9
Section 6.1  Certificates..............................................       9
Section 6.2  Transfers of Stock........................................       9
Section 6.3  Lost, Stolen or Destroyed Certificates....................       9
Section 6.4  Stockholder Record Date...................................      10
Section 7.1  [Intentionally Omitted]...................................      10
Section 8.1  Waiver of Notice..........................................      10
Section 9.1  Checks, Notes, Drafts, Etc................................      11
Section 10.1  Amendments...............................................      11




                                     BYLAWS

                                       OF

                     BERKSHIRE HATHAWAY FINANCE CORPORATION
                               (the "Corporation")

                                    ARTICLE I
                               Office and Records

                  Section 1.1 Delaware Office. The registered office of the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle.

                  Section 1.2 Other Offices. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require. The principal executive offices of the Corporation shall initially
be at 1440 Kiewit Plaza, Omaha, Nebraska 68131.

                  Section 1.3 Books and Records. The books and records of the
Corporation may be kept at the Corporation's principal executive offices in
Omaha, Nebraska, or at such other locations inside or outside the State of
Delaware as may from time to time be designated by the Board of Directors or the
officers of the Corporation.

                                   ARTICLE II
                                  Stockholders

                  Section 2.1 Annual Meeting. Except as otherwise provided in
Section 2.8 of these Bylaws, an annual meeting of stockholders of the
Corporation shall be held at such time and date in each year as the Board of
Directors, the Chairman of the Board, if any, or the President may from time to
time determine. The annual meeting in each year shall be held at such place
within or without the State of Delaware as may be fixed by the Board of
Directors, or if not so fixed, at 10:00 A.M., local time, at the principal
executive offices of the Corporation.

                  Section 2.2 Special Meetings. A special meeting of the holders
of stock of the Corporation entitled to vote on any business to be considered at
any such meeting may be called only by the Chairman of the Board, if any, or the
President, and shall be called by the Chairman of the Board, if any, or the
President or the Secretary when directed to do so by resolution of the Board of
Directors or at the written request of directors representing a majority of the
total number of directors which the Corporation would at the time have if there
were no vacancies (the "Whole Board"). Any such request shall state the purpose
or purposes of the proposed meeting. The Board of Directors may designate the
place of meeting for any special meeting of stockholders, and if no such
designation is made, the place of meeting shall be the principal executive
offices of the Corporation.

                                       1


                  Section 2.3 Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, unless notice is waived
as provided in Section 8.1 of these Bylaws, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called.

                  Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any meeting shall be
given personally or by mail, not less than ten nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, notice shall be deemed given when deposited in the mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the records of the Corporation.

                  When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If, however, the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

                  Section 2.4 Quorum. Except as otherwise provided by law or by
the Certificate of Incorporation or by these Bylaws, at any meeting of
stockholders the holders of a majority of the outstanding stock entitled to vote
thereat, either present or represented by proxy, shall constitute a quorum for
the transaction of any business, but the stockholders present, although less
than a quorum, may adjourn the meeting to another time or place and, except as
provided in the last paragraph of Section 2.3 of these Bylaws, notice need not
be given of the adjourned meeting.

                  Section 2.5 Voting. Whenever directors are to be elected at a
meeting, they shall be elected by a plurality of the votes cast at the meeting
by the holders of stock entitled to vote. Whenever any corporate action, other
than the election of directors, is to be taken by vote of stockholders at a
meeting, it shall, except as otherwise required by law or by the Certificate of
Incorporation or by these Bylaws, be authorized by a majority of the votes cast
with respect thereto at the meeting (including abstentions) by the holders of
stock entitled to vote thereon.

                  Except as otherwise provided by law, or by the Certificate of
Incorporation, each holder of record of stock of the Corporation entitled to
vote on any matter at any meeting of stockholders shall be entitled to one vote
for each share of such stock standing in the name of such holder on the stock
ledger of the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.

                  Upon the demand of any stockholder entitled to vote, the vote
for directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.

                                       2


                  Section 2.6 Proxies. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
or her by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Every proxy
shall be signed by the stockholder or by his duly authorized attorney.

                  Section 2.7 List of Stockholders. The officer who has charge
of the stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

                  Section 2.8 Written Consent of Stockholders in Lieu of
Meeting. Any action required by the General Corporation Law of the State of
Delaware (the "GCL") to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt written notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. Any such written consent may be
given by one or any number of substantially concurrent written instruments of
substantially similar tenor signed by such stockholders, in person or by
attorney or proxy duly appointed in writing, and filed with the Secretary or an
Assistant Secretary of the Corporation. Any such written consent shall be
effective as of the effective date thereof as specified therein, provided that
such date is not more than sixty (60) days prior to the date such written
consent is filed as aforesaid, or, if no such date is so specified, on the date
such written consent is filed as aforesaid.

                                   ARTICLE III
                                    Directors

                  Section 3.1 Number of Directors. The Board of Directors shall
consist of three (3) directors until changed as provided in this Section. The
number of directors may be changed at any time and from time to time by vote at
a meeting or by written consent of the holders of stock entitled to vote on the
election of directors, except that no decrease shall shorten the term

                                       3


of any incumbent director unless such director is specifically removed pursuant
to Section 3.5 of these Bylaws at the time of such decrease.

                  Section 3.2 Election and Term of Directors. Directors shall be
elected annually, by election at the annual meeting of stockholders or by
written consent of the holders of stock entitled to vote thereon in lieu of such
meeting. If the annual election of directors is not held on the date designated
therefor, the directors shall cause such election to be held as soon thereafter
as convenient. Each director shall hold office from the time of his or her
election and qualification until his successor is elected and qualified or until
his or her earlier resignation, or removal.

                  Section 3.3 Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by election at a meeting of
stockholders or by written consent of the holders of stock entitled to vote
thereon in lieu of a meeting. Except as otherwise provided by law, vacancies and
such newly created directorships may also be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.

                  Section 3.4 Resignation. Any director may resign at any time
upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time be not specified, upon receipt
thereof, and the acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation effective.

                  Section 3.5 Removal. Any or all of the directors may be
removed at any time, with or without cause, by vote at a meeting or by written
consent of the holders of stock entitled to vote on the election of directors.

                  Section 3.6 Meetings. Meetings of the Board of Directors,
regular or special, may be held at any place within or without the State of
Delaware. Members of the Board of Directors, or of any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors
or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting by such means shall constitute
presence in person at such meeting. An annual meeting of the Board of Directors
shall be held after each annual election of directors. If such election occurs
at an annual meeting of stockholders, the annual meeting of the Board of
Directors shall be held at the same place and immediately following such meeting
of stockholders, and no further notice thereof need be given other than these
Bylaws. If an annual election of directors occurs by written consent in lieu of
the annual meeting of stockholders, the annual meeting of the Board of Directors
shall take place as soon after such written consent is duly filed with the
Corporation as is practicable, either at the next regular meeting of the Board
of Directors or at a special meeting. The Board of Directors may fix times and
places for additional regular meetings of the Board of Directors and no notice
of such meetings need be given. A special meeting of the Board of Directors
shall be held whenever called by the Chairman of the Board, if any, or by the
President or by at least one-third of the directors for the time being in
office, at such time and place as shall be specified in the notice or waiver
thereof. Notice of each special meeting shall be given by the Secretary or by a
person calling the meeting to each director by mailing the same, postage
prepaid, not later than

                                       4


the second day before the meeting, or personally or by telegraphing or
telephoning the same not later than the day before the meeting.

                  Section 3.7 Quorum and Voting. A whole number of directors
equal to at least a majority of the Whole Board shall constitute a quorum for
the transaction of business, but if there be less than a quorum at any meeting
of the Board of Directors, a majority of the directors present may adjourn the
meeting from time to time, and no further notice thereof need be given other
than announcement at the meeting which shall be so adjourned. Except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

                  Section 3.8 Written Consent of Directors in Lieu of a Meeting.
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  Section 3.9 Compensation. Directors may receive compensation
for services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.

                  Section 3.10 Committees of the Board of Directors. The Board
of Directors may from time to time, by resolution passed by a majority of the
Whole Board, designate one or more committees, each committee to consist of one
or more directors of the Corporation. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except as otherwise provided by law. Unless
otherwise provided by the Board of Directors, a majority of any such committee
(or the member thereof, if only one) shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of such
committee present at a meeting at which a quorum is present shall be the act of
such committee. Each such committee shall keep a record of its acts and
proceedings and shall report thereon to the Board of Directors whenever
requested so to do. Any or all members of any such committee may be removed,
with or without cause, by resolution of the Board of Directors, passed by a
majority of the whole Board.

                                       5


                                   ARTICLE IV
                         Officers, Agents and Employees

                  Section 4.1 Appointment and Term of Office. The officers of
the Corporation may include a President, a Secretary and a Treasurer, and may
also include a Chairman of the Board. All such officers shall be appointed by
the Board of Directors or by a duly authorized committee thereof, and shall each
have such powers and duties as generally pertain to their respective offices,
subject to the specific provisions of this Article IV, together with such other
powers and duties as from time to time may be conferred by the Board of
Directors or any committee thereof. Any number of such offices may be held by
the same person. Except as may be prescribed otherwise by the Board of Directors
or a committee thereof in a particular case, all such officers shall hold their
offices at the pleasure of the Board of Directors for an unlimited term and need
not be reappointed annually or at any other periodic interval. The Board of
Directors may appoint, and may delegate power to appoint, such other officers,
agents and employees as it may deem necessary or proper, who shall hold their
offices or positions for such terms, have such authority and perform such duties
as may from time to time be determined by or pursuant to authorization of the
Board of Directors.

                  Section 4.2 Resignation and Removal. Any officer may resign at
any time upon written notice to the Corporation. Any officer, agent or employee
of the Corporation may be removed by the Board of Directors, or by a duly
authorized committee thereof, with or without cause at any time. The Board of
Directors or such a committee thereof may delegate such power of removal as to
officers, agents and employees not appointed by the Board of Directors or such a
committee. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.

                  Section 4.3 Compensation and Bond. The compensation of the
officers of the Corporation shall be fixed by the Board of Directors, but this
power may be delegated to any officer in respect of other officers under his or
her control.

                  Section 4.4 Chairman of the Board. The Chairman of the Board,
if there be one, shall preside at all meetings of stockholders and of the Board
of Directors, and shall have such other powers and duties as may be delegated to
him or her by the Board of Directors.

                  Section 4.5 President. The President shall be the chief
executive officer of the Corporation. In the absence of the Chairman of the
Board (or if there be none), he or she shall preside at all meetings of the
stockholders and of the Board of Directors. He or she shall have general charge
of the business affairs of the Corporation. He or she may employ and discharge
employees and agents of the Corporation, except such as shall be appointed by
the Board of Directors, and he or she may delegate these powers. The President
may vote the stock or other securities of any other domestic or foreign
corporation of any type or kind which may at any time be owned by the
Corporation, may execute any stockholders' or other consents in respect thereof
and may in his or her discretion delegate such powers by executing proxies, or
otherwise, on behalf of the Corporation. The Board of Directors by resolution
from time to time may confer like powers upon any other person or persons.

                                       6


                  Section 4.6 Treasurer. The Treasurer shall have charge of all
funds and securities of the Corporation, shall endorse the same for deposit or
collection when necessary and deposit the same to the credit of the Corporation
in such banks or depositaries as the Board of Directors may authorize. He or she
may endorse all commercial documents requiring endorsements for or on behalf of
the Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He or she shall have all such further powers and duties as
generally are incident to the position of Treasurer or as may be assigned to him
or her by the President or the Board of Directors.

                  Section 4.7 Secretary. The Secretary shall record all the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose and shall also record therein all action taken by written
consent of the stockholders or directors in lieu of a meeting. He or she shall
attend to the giving and serving of all notices of the Corporation. He or she
shall have custody of the seal of the Corporation and shall attest the same by
his or her signature whenever required. He or she shall have charge of the stock
ledger and such other books and papers as the Board of Directors may direct, but
he or she may delegate responsibility for maintaining the stock ledger to any
transfer agent appointed by the Board of Directors. He or she shall have all
such further powers and duties as generally are incident to the position of
Secretary or as may be assigned to him or her by the President or the Board of
Directors.

                  Section 4.11 Delegation of Duties. In case of the absence of
any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may confer for the time
being the powers or duties, or any of them, of such officer upon any other
officer or upon any director.

                                    ARTICLE V
                          Indemnification and Insurance

                  Section 5.1 Right to Indemnification. 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
or a person of whom he or she is the legal representative 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 any other corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to any 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 GCL, 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 said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, excise taxes or penalties under
the Employee Retirement Income Security Act of 1974, as amended, and amounts
paid or to be paid in settlement) reasonably incurred by such indemnitee in
connection therewith; provided, however, that except as provided in Section 5.3
with respect to proceedings seeking to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee seeking indemnification

                                       7


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.

                  Section 5.2 Right to Advancement of Expenses. The right to
indemnification conferred in Section 5.1 shall include the right to be paid by
the Corporation the expenses (including attorneys' fees) incurred in defending
any such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the GCL 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, service 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 5.2 or otherwise.

                  Section 5.3 Right of Indemnitee to Bring Suit. If a claim
under Section 5.1 or Section 5.2 is not paid in full by the Corporation within
thirty (30) 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 (20) 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
expense 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 of an advancement of expenses) it
shall be a defense that, and (ii) in any suit brought 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 GCL. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the GCL, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel
or 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 brought 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 V or otherwise shall be on the Corporation.

                  Section 5.4 Non-Exclusivity of Rights. The right to
indemnification and the advancement of expenses conferred in this Article V
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of

                                       8


Incorporation, provision of these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

                  Section 5.5 Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation 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 GCL.

                  Section 5.6 Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to the
advancement of expenses, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

                  Section 5.7 Contract Rights. The rights to indemnification and
to the advancement of expenses conferred in Section 5.1 and Section 5.2 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.

                                   ARTICLE VI
                                  Common Stock

                  Section 6.1 Certificates. Certificates for stock of the
Corporation shall be in such form as shall be approved by the Board of Directors
and shall be signed in the name of the Corporation by the Chairman of the Board,
if any, or the President, and by the Treasurer or the Secretary. Such
certificates may be sealed with the seal of the Corporation or a facsimile
thereof. Any of or all the signatures on a certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

                  Section 6.2 Transfers of Stock. Transfers of stock shall be
made only upon the books of the Corporation by the holder, in person or by duly
authorized attorney, and on the surrender of the certificate or certificates for
the same number of shares, properly endorsed. The Board of Directors shall have
the power to make all such rules and regulations, not inconsistent with the
Certificate of Incorporation and these Bylaws and the GCL, as the Board of
Directors may deem appropriate concerning the issue, transfer and registration
of certificates for stock of the Corporation. The Board of Directors may appoint
one or more transfer agents or registrars of transfers, or both, and may require
all stock certificates to bear the signature of either or both.

                  Section 6.3 Lost, Stolen or Destroyed Certificates. The
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate or his or her legal representative to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or

                                       9


destruction of any such certificate or the issuance of any such new certificate.
The Board of Directors may require such owner to satisfy other reasonable
requirements as it deems appropriate under the circumstances.

                  Section 6.4 Stockholder Record Date. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty nor less than ten (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other action.

                  If no record date is fixed by the Board of Directors, (l) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held, (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be at the close of business on the
day on which the first written consent is expressed by the filing thereof with
the Corporation as provided in Section 2.8 of these Bylaws, and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                  Only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to notice of, and to vote at, such meeting
and any adjournment thereof, or to give such consent, or to receive payment of
such dividend or other distribution, or to exercise such rights in respect of
any such change, conversion or exchange of stock, or to participate in such
action, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any record date so fixed.

                                   ARTICLE VII

                  [Intentionally Omitted]

                                  ARTICLE VIII
                                Waiver of Notice

                  Section 8.1 Waiver of Notice. Whenever notice is required to
be given to any stockholder or director of the Corporation under any provision
of the GCL or the Certificate of Incorporation or these Bylaws, a written waiver
thereof, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving

                                       10


of such notice. In the case of a stockholder, such waiver of notice may be
signed by such stockholder's attorney or proxy duly appointed in writing.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.

                                   ARTICLE IX
                           Checks, Notes, Drafts, Etc.

                  Section 9.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors or a duly authorized committee thereof may from time to time
designate.

                                    ARTICLE X
                                   Amendments

                  Section 10.1 Amendments. These Bylaws or any of them may be
altered or repealed, and new Bylaws may be adopted, by the stockholders by vote
at a meeting or by written consent without a meeting. The Board of Directors
shall also have power, by a majority vote of the Whole Board, to alter or repeal
any of these Bylaws, and to adopt new Bylaws.

                                       11

EX-4.5

                                                                     EXHIBIT 4.5

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR
BROKER, BANK MANAGER, LAWYER, ACCOUNTANT, INVESTMENT ADVISOR OR OTHER
PROFESSIONAL.

         This document relates to an exchange offer (the "EXCHANGE OFFER") made
by Berkshire Hathaway Finance Corporation ("BHFC"). The Exchange Offer is
described in the Prospectus, dated [_____], 2004 (the "PROSPECTUS"), and in this
Letter of Transmittal (this "LETTER OF TRANSMITTAL"). All terms and conditions
contained or otherwise referred to in the Prospectus are deemed to be
incorporated in and form a part of this Letter of Transmittal. Therefore, you
are urged to read the Prospectus and the items referred to therein carefully.
The terms and conditions contained in the Prospectus, together with the terms
and conditions governing this Letter of Transmittal and the instructions herein,
are collectively referred to below as the "TERMS AND CONDITIONS."

                              LETTER OF TRANSMITTAL
                                   RELATING TO
               THE OFFER BY BERKSHIRE HATHAWAY FINANCE CORPORATION

                    TO EXCHANGE 3.375% SENIOR NOTES DUE 2008,
              UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC.

                              ("REGISTERED NOTES")

                                       FOR

                          3.375% SENIOR NOTES DUE 2008,
              UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC

                              ("OUTSTANDING NOTES")

         THE EXCHANGE OFFER FOR THE OUTSTANDING NOTES WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [______], 2004, UNLESS EXTENDED BY BHFC (THE "EXPIRATION
DATE").



         Each holder of Outstanding Notes wishing to accept the Exchange Offer,
except holders of Outstanding Notes executing their tenders through the
Automated Tender Offer Program ("ATOP") procedures of The Depository Trust
Company ("DTC"), should complete, sign and submit this Letter of Transmittal to
the exchange agent, J.P. Morgan Trust Company, National Association (as
successor to Bank One Trust Company, N.A.) (the "EXCHANGE AGENT"), on or prior
to the Expiration Date.

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                      Institutional Trust Services OH1-0184
                         1111 Polaris Parkway, Suite 1N
                               Columbus, OH 43240
                                 Attn: Exchanges

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE OR IN
ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

         Questions regarding the Exchange Offer or the completion of this Letter
of Transmittal should be directed to the Exchange Agent, at : 1-800-346-5153.

         This Letter of Transmittal may be used to accept the Exchange Offer if
Outstanding Notes are to be tendered by effecting a book-entry transfer into the
Exchange Agent's account at DTC and instructions are not being transmitted
through DTC's ATOP procedures. Unless you intend to tender Outstanding Notes
through ATOP, you should complete, execute and deliver this Letter of
Transmittal, along with the physical certificates for the Outstanding Notes
specified herein, to indicate the action you desire to take with respect to the
Exchange Offer.

         Holders of Outstanding Notes tendering by book-entry transfer to the
Exchange Agent's account at DTC may execute the tender through ATOP, for which
the Exchange Offer is eligible. Financial institutions that are DTC participants
may execute tenders through ATOP by transmitting acceptance of the Exchange
Offer to DTC on or prior to the Expiration Date. DTC will verify acceptance of
the Exchange Offer, execute a book-entry transfer of the tendered Outstanding
Notes into the account of the Exchange Agent at DTC and send to the Exchange
Agent a "book-entry confirmation," which shall include an agent's message. An
"agent's message" is a message, transmitted by DTC to, and received by, the
Exchange Agent and forming part of a book-entry confirmation, which states that
DTC has received an express acknowledgement from a DTC participant tendering
Outstanding Notes that the participant has received and agrees to be bound by
the terms of the Letter of Transmittal as an undersigned thereof and BHFC may
enforce such agreement against the participant. Delivery of the agent's message
by DTC will satisfy the terms of the Exchange Offer as to execution and delivery
of a Letter of Transmittal by the DTC participant identified in the agent's
message. ACCORDINGLY, HOLDERS WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S
ATOP PROCEDURES SHALL BE BOUND BY, BUT NEED NOT COMPLETE, THIS LETTER OF
TRANSMITTAL.

         Subject to the terms and conditions and applicable law, BHFC will
issue: for each $1,000 principal amount of Outstanding Notes, $1,000 principal
amount of Registered Notes.

         Outstanding Notes may be exchanged in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. Registered Notes will be
issued in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

         Holders that anticipate tendering other than through DTC are urged to
promptly contact a bank, broker or other intermediary (that has the capability
to hold cash and securities custodially through DTC) to arrange for receipt of
any Registered Notes to be delivered pursuant to the Exchange Offer and to
obtain the information necessary to provide the required DTC participant and
account information in this Letter of Transmittal.

         Registered Notes will be issued in exchange for Outstanding Notes in
the Exchange Offer, if consummated, as soon as practicable after the Expiration
Date of the Exchange Offer (the "SETTLEMENT DATE").

                                       2


                           TENDER OF OUTSTANDING NOTES

         To effect a valid tender of Outstanding Notes through the completion,
execution and delivery of this Letter of Transmittal, the undersigned must
complete the table below entitled "Description of Outstanding Notes Tendered"
and sign the Letter of Transmittal where indicated.

         Registered Notes will be delivered in book-entry form to holders
through DTC and only to the DTC account of the undersigned or the undersigned's
custodian, as specified below, on the Settlement Date, or as soon as practicable
thereafter.

         Failure to provide the information necessary to effect delivery of
Registered Notes will render such holder's tender defective, and BHFC will have
the right, which it may waive, to reject such tender without notice.

                    DESCRIPTION OF OUTSTANDING NOTES TENDERED
                           (SEE INSTRUCTIONS 2 AND 3)

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.



 OUTSTANDING NOTES      NAME OF DTC PARTICIPANT AND PARTICIPANT'S      AGGREGATE PRINCIPAL
   BEING TENDERED       ACCOUNT NUMBER IN WHICH OUTSTANDING NOTES     AMOUNT OF OUTSTANDING
                       ARE HELD AND/OR THE CORRESPONDING REGISTERED          NOTES*
                                NOTES ARE TO BE DELIVERED.
- --------------------   --------------------------------------------   ---------------------
                                                                
3.375% SENIOR NOTES
                       --------------------------------------------   ---------------------
DUE 2008
                       --------------------------------------------   ---------------------

(CUSIP:  084664 AA9)
(CUSIP:  U23797AA8)


*        THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED HEREBY MUST BE IN
         DENOMINATIONS OF U.S.$1,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN
         EXCESS THEREOF WITH A MINIMUM TENDER REQUIREMENT OF U.S.$1,000. SEE
         INSTRUCTION 3.

                                       3


         If the aggregate principal amount of the Outstanding Notes specified
was held as of the date of tender by more than one beneficial owner, you may
specify below the break-down of this aggregate principal amount by beneficial
owner, and, in doing so, hereby instruct the Exchange Agent to treat each such
beneficial owner as a separate holder. If the space below is inadequate, attach
a separate signed schedule using the same format.



BENEFICIAL OWNER NAME OR ACCOUNT   PRINCIPAL AMOUNT OF OUTSTANDING NOTES
            NUMBER
- --------------------------------   -------------------------------------
                                
- --------------------------------   -------------------------------------

- --------------------------------   -------------------------------------

- --------------------------------   -------------------------------------

- --------------------------------   -------------------------------------
            TOTAL:
- --------------------------------   -------------------------------------


                           SPECIAL RETURN INSTRUCTIONS

 TO BE COMPLETED ONLY IF OUTSTANDING NOTES NOT ACCEPTED FOR EXCHANGE ARE TO BE
 SENT TO SOMEONE OTHER THAN THE PERSON OR PERSONS WHOSE SIGNATURE(S) APPEAR(S)
                       WITHIN THIS LETTER OF TRANSMITTAL.

                               (SEE INSTRUCTION 5)



             NAME OF DTC PARTICIPANT AND PARTICIPANT'S          *
             ACCOUNT NUMBER TO WHICH OUTSTANDING NOTES
             NOT ACCEPTED FOR EXCHANGE ARE TO BE
             DELIVERED.
- -----------  ------------------------------------------  -----------------
                                                   


                                       4


                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

LADIES AND GENTLEMEN:

         The undersigned hereby tenders to BHFC the aggregate principal amount
of Outstanding Notes indicated in the table above entitled "Description of
Outstanding Notes Tendered."

         The undersigned understands that validly tendered Outstanding Notes (or
defectively tendered Outstanding Notes with respect to which BHFC has, or has
caused to be, waived such defect) will be deemed to have been accepted by BHFC
if, as and when BHFC gives oral or written notice thereof to the Exchange Agent.
The undersigned understands that subject to the terms and conditions,
Outstanding Notes properly tendered and accepted (and not validly withdrawn) in
accordance with the terms and conditions will be exchanged for Registered Notes.
The undersigned understands that Outstanding Notes delivered hereby may be
withdrawn at any time on or prior to the Expiration Date. The undersigned
understands that Outstanding Notes delivered hereby may not be withdrawn at any
time after the Expiration Date unless the Exchange Offer is extended with
changes in the terms of the Exchange Offer that are, in the reasonable judgment
of BHFC, materially adverse to the tendering holder. The undersigned understands
that, under certain circumstances, BHFC may not be required to accept any of the
Outstanding Notes tendered (including any Outstanding Notes tendered after the
Expiration Date). If any Outstanding Notes are not accepted for exchange for any
reason (or if Outstanding Notes are validly withdrawn), such unexchanged (or
validly withdrawn) Outstanding Notes will be returned without expense to the
undersigned's account at DTC or such other account as designated herein pursuant
to the book-entry transfer procedures described in the Prospectus, as promptly
as practicable after the expiration or termination of the Exchange Offer.

         Following the later of the Expiration Date or the date upon which
Outstanding Notes are tendered hereby, and subject to and effective upon BHFC's
acceptance for exchange of the principal amount of the Outstanding Notes
tendered hereby, upon the terms and conditions, the undersigned hereby:

         (1)      irrevocably sells, assigns and transfers to or upon the order
                  of BHFC or its nominees, all right, title and interest in and
                  to, and any and all claims in respect of or arising or having
                  arisen as a result of the undersigned's status as a holder of,
                  all Outstanding Notes tendered hereby, such that thereafter it
                  shall have no contractual or other rights or claims in law or
                  equity against BHFC or any fiduciary, trustee, fiscal agent or
                  other person connected with the Outstanding Notes arising
                  under, from or in connection with such Outstanding Notes;

         (2)      waives any and all rights with respect to the Outstanding
                  Notes tendered hereby (including, without limitation, any
                  existing or past defaults and their consequences in respect of
                  such Outstanding Notes); and

         (3)      releases and discharges BHFC and J.P. Morgan Trust Company,
                  National Association (as successor to Bank One Trust Company,
                  N.A.), as trustee (THE "TRUSTEE") from any and all claims the
                  undersigned may have, now or in the future, arising out of or
                  related to the Outstanding Notes tendered hereby, including,
                  without limitation, any and all claims that the undersigned is
                  entitled to receive additional principal or interest payments
                  with respect to the Outstanding Notes tendered hereby (other
                  than accrued and unpaid interest on the Outstanding Notes) or
                  to participate in any redemption or defeasance of the
                  Outstanding Notes tendered hereby.

         The undersigned understands that tenders of Outstanding Notes pursuant
to any of the procedures described in the Prospectus and in the instructions in
this Letter of Transmittal and acceptance of such Outstanding Notes by BHFC
will, following such acceptance, constitute a binding agreement between the
undersigned and BHFC upon the terms and conditions.

         All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding

                                       5


upon the heirs, executors, administrators, trustees in bankruptcy, personal and
legal representatives, successors and assigns of the undersigned.

         The undersigned hereby represents, warrants and agrees that:

         (1)      it has received and reviewed the Prospectus;

         (2)      it is the beneficial owner (as defined below) of, or a duly
                  authorized representative of one or more such beneficial
                  owners of, the Outstanding Notes tendered hereby and it has
                  full power and authority to execute this Letter of
                  Transmittal;

         (3)      the Outstanding Notes being tendered hereby were owned as of
                  the date of tender, free and clear of any liens, charges,
                  claims, encumbrances, interests and restrictions of any kind,
                  and BHFC will acquire good, indefeasible and unencumbered
                  title to such Outstanding Notes, free and clear of all liens,
                  charges, claims, encumbrances, interests and restrictions of
                  any kind, when the same are accepted by BHFC;

         (4)      it will not sell, pledge, hypothecate or otherwise encumber or
                  transfer any Outstanding Notes tendered hereby from the date
                  of this Letter of Transmittal and agrees that any purported
                  sale, pledge, hypothecation or other encumbrance or transfer
                  will be void and of no effect;

         (5)      in evaluating the Exchange Offer and in making its decision
                  whether to participate therein by submitting this Letter of
                  Transmittal and tendering its Outstanding Notes, the
                  undersigned has made its own independent appraisal of the
                  matters referred to in the Prospectus and in any related
                  communications and is not relying on any statement,
                  representation or warranty, express or implied, made to such
                  holder by BHFC or the Exchange Agent other than those
                  contained in the Prospectus (as amended or supplemented to the
                  Expiration Date);

         (6)      the execution and delivery of this Letter of Transmittal shall
                  constitute an undertaking to execute any further documents and
                  give any further assurances that may be required in connection
                  with any of the foregoing, in each case on and subject to the
                  terms and conditions;

         (7)      the submission of this Letter of Transmittal to the Exchange
                  Agent shall, subject to a holder's ability to withdraw its
                  tender prior to the Expiration Date, and subject to terms and
                  conditions of the Exchange Offer generally, constitute the
                  irrevocable appointment of the Exchange Agent as its attorney
                  and agent, and an irrevocable instruction to such attorney and
                  agent to complete and execute all or any form(s) of transfer
                  and other document(s) at the discretion of such attorney and
                  agent in relation to the Outstanding Notes tendered hereby in
                  favor of BHFC or such other person or persons as they may
                  direct and to deliver such form(s) of transfer and other
                  document(s) in the attorney's and/or agent's discretion and
                  the certificate(s) and other document(s) of title relating to
                  such Outstanding Notes' registration and to execute all such
                  other documents and to do all such other acts and things as
                  may be in the opinion of such attorney or agent necessary or
                  expedient for the purpose of, or in connection with, the
                  acceptance of the Exchange Offer, and to vest in BHFC or its
                  nominees such Outstanding Notes; and

         (8)      the terms and conditions shall be deemed to be incorporated
                  in, and form a part of, this Letter of Transmittal, and the
                  terms and conditions shall be read and construed accordingly.

         The representations and warranties and agreements of a holder tendering
Outstanding Notes shall be deemed to be repeated and reconfirmed on and as of
the Expiration Date and the Settlement Date. For purposes of this Letter of
Transmittal, the "BENEFICIAL OWNER" of any Outstanding Notes shall mean any
holder that exercises sole investment discretion with respect to such
Outstanding Notes.

         The undersigned understands that tenders may not be withdrawn at any
time after the Expiration Date except as set forth in the Prospectus, unless the
Exchange Offer is extended with changes to the terms and conditions that are, in
the reasonable judgement of BHFC, materially adverse to the undersigned, in
which case tenders may be withdrawn under the conditions described in the
extension.

                                       6


         If the Exchange Offer is amended in a manner determined by BHFC to be
materially adverse to tendering holders, BHFC will extend the Exchange Offer for
a period of two to ten business days, depending on the significance of the
amendment and the manner of disclosure to such holders, if the Exchange Offer
would otherwise have expired during such two- to ten-business day period. Any
change in the consideration offered to holders of Outstanding Notes in the
Exchange Offer shall be paid to all holders of Outstanding Notes whose
securities have previously been tendered and not withdrawn pursuant to the
Exchange Offer.

         If the "Special Return Instructions" box (found above) is completed,
please credit the indicated DTC account for any book-entry transfers of
Outstanding Notes not accepted for exchange.

         The undersigned recognizes that BHFC has no obligation under the
"Special Return Instructions" provision of this Letter of Transmittal to effect
the transfer of any Outstanding Notes from the holder(s) of such Outstanding
Notes if BHFC does not accept for exchange any of the principal amount of the
Outstanding Notes tendered pursuant to this Letter of Transmittal.

                                       7


                                    SIGN HERE

         By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders to BHFC the principal amount of the Outstanding Notes
listed in the table set forth above labeled "Description of Outstanding Notes
Tendered."

_________________________________________________________    ___________________
Signature of Registered Holder(s) or Authorized Signatory           Date
          (see guarantee requirement below)

_________________________________________________________    ___________________
Signature of Registered Holder(s) or Authorized Signatory           Date
                    (see guarantee requirement below)

_________________________________________________________    ___________________
Signature of Registered Holder(s) or Authorized Signatory           Date
                    (see guarantee requirement below)

Area Code and Telephone Number:________________________________________________

         If a holder of Outstanding Notes is tendering any Outstanding Notes,
this Letter of Transmittal must be signed by the Registered Holder(s) exactly as
the name(s) appear(s) on a securities position listing of DTC or by any
person(s) authorized to become the Registered Holder(s) by endorsements and
documents transmitted herewith. If the signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person, acting in a
fiduciary or representative capacity, please set forth at the line entitled
"Capacity (full title)" and submit evidence satisfactory to the Exchange Agent
and BHFC of such person's authority to so act. See Instruction 4.

Name(s): _______________________________________________________________________

________________________________________________________________________________
                             (Please Type or Print)

Capacity (full title):__________________________________________________________

Address: _______________________________________________________________________
                              (Including Zip Code)

                          MEDALLION SIGNATURE GUARANTEE
                        (If required--See Instruction 4)

Signature(s) Guaranteed by
an Eligible Institution: _______________________________________________________
                             (Authorized Signature)

________________________________________________________________________________
                                     (Title)

________________________________________________________________________________
                                 (Name of Firm)

________________________________________________________________________________
                                    (Address)

Dated:__________________________, 2004

                                       8


                   INSTRUCTIONS FORMING PART OF THE TERMS AND
                        CONDITIONS OF THE EXCHANGE OFFER

         1.       DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal
is to be completed by tendering holders of Outstanding Notes if tender of such
Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's
account at DTC and instructions are not being transmitted through ATOP. HOLDERS
WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S ATOP PROCEDURES SHALL BE BOUND
BY, BUT NEED NOT COMPLETE, THIS LETTER OF TRANSMITTAL; THUS, A LETTER OF
TRANSMITTAL NEED NOT ACCOMPANY TENDERS EFFECTED THROUGH ATOP.

         A confirmation of a book-entry transfer into the Exchange Agent's
account at DTC of all Outstanding Notes delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) or properly transmitted agent's message, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein on or prior to the Expiration
Date.

         Any financial institution that is a participant in DTC may
electronically transmit its acceptance of the Exchange Offer by causing DTC to
transfer Outstanding Notes to the Exchange Agent in accordance with DTC's ATOP
procedures for such transfer on or prior to the Expiration Date. The Exchange
Agent will make available its general participant account at DTC for the
Outstanding Notes for purposes of the Exchange Offer.

         DELIVERY OF A LETTER OF TRANSMITTAL TO DTC WILL NOT CONSTITUTE VALID
DELIVERY TO THE EXCHANGE AGENT. No Letter of Transmittal should be sent to BHFC
or DTC.

         The method of delivery of this Letter of Transmittal and all other
required documents, including delivery through DTC and any acceptance or agent's
message delivered through ATOP, is at the option and risk of the tendering
holder. If delivery is by mail, registered mail, with return receipt requested
and properly insured, is recommended. Instead of delivery by mail, it is
recommended that the holder use an overnight or hand-delivery service. In all
cases, sufficient time should be allowed to ensure timely delivery.

         Neither BHFC nor the Exchange Agent is under any obligation to notify
any tendering holder of Outstanding Notes of BHFC's acceptance of tendered
Outstanding Notes prior to the Expiration Date.

         2.       DELIVERY OF THE REGISTERED NOTES. Registered Notes to be
issued according to the terms of the Exchange Offer, if consummated, will be
delivered in book-entry form to holders of Outstanding Notes tendered in the
Exchange Offer. In order to permit such delivery, the appropriate DTC
participant name and number (along with any other required account information)
must be provided in the table entitled "Description of the Outstanding Notes."
Failure to do so will render a tender of the Outstanding Notes defective, and
BHFC will have the right, which it may waive, to reject such delivery. Holders
that anticipate participating in the Exchange Offer other than through DTC are
urged to promptly contact a bank, broker or other intermediary (that has the
capability to hold securities custodially through DTC) to arrange for receipt of
any Registered Notes delivered pursuant to the Exchange Offer and to obtain the
information necessary to complete the table.

         3.       AMOUNT OF TENDERS. Tenders of Outstanding Notes will be
accepted in denominations of U.S. $1,000 and integral multiples of U.S.$1,000 in
excess thereof. Book-entry transfers to the Exchange Agent should be made in the
exact principal amount of Outstanding Notes tendered.

         4.       SIGNATURES ON LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER;
GUARANTEE OF SIGNATURES. For purposes of this Letter of Transmittal, the term
"REGISTERED HOLDER" means an owner of record as well as any DTC participant that
has Outstanding Notes credited to its DTC account. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be guaranteed by a
recognized participant in the Securities Transfer Agents Medallion Program, the
NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each,
a "MEDALLION SIGNATURE CO-OBLIGOR"). Signatures on the Letter of Transmittal
need not be guaranteed if:

                                       9


         -        the Letter of Transmittal is signed by a participant in DTC
                  whose name appears on a security position listing as the owner
                  of the Outstanding Notes and the holder(s) has not completed
                  the box entitled "Special Return Instructions" on the Letter
                  of Transmittal; or

         -        the Outstanding Notes are tendered for the account of an
                  "eligible institution."

         An "eligible institution" is one of the following firms or other
entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934
(as the terms are used in Rule 17Ad-15):

                  (a)      a bank;

                  (b)      a broker, dealer, municipal securities dealer,
         municipal securities broker, government securities dealer or government
         securities broker;

                  (c)      a credit union;

                  (d)      a national securities exchange, registered securities
         association or clearing agency; or

                  (e)      a savings institution that is a participant in a
         Securities Transfer Association recognized program.

         If any of the Outstanding Notes tendered are held by two or more
Registered Holders, all of the Registered Holders must sign the Letter of
Transmittal.

         BHFC will not accept any alternative, conditional, irregular or
contingent tenders. By executing the Letter of Transmittal (or facsimile
thereof) or directing DTC to transmit an agent's message, you waive any right to
receive any notice of the acceptance of your Outstanding Notes for exchange.

         If this Letter of Transmittal or instruments of transfer are signed by
trustees, executors, administrators, guardians or attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by BHFC, evidence
satisfactory to BHFC of their authority to so act must be submitted with this
Letter of Transmittal.

         Beneficial owners whose tendered Outstanding Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender such Outstanding Notes.

         5.       SPECIAL RETURN INSTRUCTIONS. All Outstanding Notes tendered
hereby and not accepted for exchange will be returned to the undersigned
according to the information provided in the table entitled "Description of the
Outstanding Notes Tendered" or, if completed, according to the "Special Return
Instructions" box in this Letter of Transmittal.

         6.       TRANSFER TAXES. Except as set forth in this Instruction 6,
BHFC will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of Outstanding Notes to it, or to its order, pursuant to the
Exchange Offer. If payment is to be made to, or if Outstanding Notes not
tendered or purchased are to be registered in the name of any persons other than
the Registered Holder, or if tendered Outstanding Notes are registered in the
name of any persons other than the persons signing this Letter of Transmittal,
the amount of any transfer taxes (whether imposed on the Registered Holder or
such other person) payable on account of the transfer to such other person will
be deducted from the payment unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted.

         7.       VALIDITY OF TENDERS. All questions concerning the validity,
form, eligibility (including time of receipt), acceptance and withdrawal of
tendered Outstanding Notes will be determined by BHFC in its sole discretion,
which determination will be final and binding. BHFC reserves the absolute right
to reject any and all tenders of Outstanding Notes not in proper form or any
Outstanding Notes the acceptance for exchange of which may, in the opinion of
its counsel, be unlawful. BHFC also reserves the absolute right to waive any
defect or irregularity in

                                       10


tenders of Outstanding Notes, whether or not similar defects or irregularities
are waived in the case of other tendered securities. The interpretation of the
terms and conditions by BHFC shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Outstanding
Notes must be cured within such time as BHFC shall determine. None of BHFC, the
Exchange Agent or any other person will be under any duty to give notification
of defects or irregularities with respect to tenders of Outstanding Notes, nor
shall any of them incur any liability for failure to give such notification.

         Tenders of Outstanding Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Outstanding Notes
received by the Exchange Agent that are not validly tendered and as to which the
defects or irregularities have not been cured or waived will be returned by the
Exchange Agent to the holders of Outstanding Notes, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration Date
or the withdrawal or termination of the Exchange Offer.

         8.       WAIVER OF CONDITIONS. BHFC reserves the absolute right to
amend or waive any of the conditions in the Exchange Offer concerning any
Outstanding Notes at any time.

         9.       WITHDRAWAL. Tenders may be withdrawn only pursuant to the
procedures and subject to the terms set forth in the Prospectus under the
caption "The Exchange Offer--Withdrawal of Tenders."

         10.      REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus and
this Letter of Transmittal may be directed to the Exchange Agent at the address
and telephone number indicated herein.

         11.      TAX IDENTIFICATION NUMBER. Federal income tax law requires
that a U.S. Holder (defined below) whose Outstanding Notes are accepted for
exchange must provide the Exchange Agent with his, her or its correct Taxpayer
Identification Number ("TIN"), which, in the case of an exchanging U.S. Holder
who is an individual, is his or her social security number. If the Exchange
Agent is not provided with the correct TIN or an adequate basis for exemption,
such holder may be subject to a $50 penalty imposed by the Internal Revenue
Service (the "IRS"), and payments made with respect to the Registered Notes or
the Exchange Offer may be subject to backup withholding at a rate of 30%
(subject to periodic reductions through 2010, at which time the rate is
currently scheduled to be increased to 31%). If withholding results in an
overpayment of taxes, a refund may be obtained.

         To prevent backup withholding, each exchanging U.S. Holder must provide
his, her or its correct TIN by completing the copy of the IRS Form W-9 attached
to this Letter of Transmittal, certifying that the TIN provided is correct (or
that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is exempt from
backup withholding because (i) the holder has been notified by the IRS that he,
she or it is subject to backup withholding as a result of a failure to report
all interests or dividends, or (ii) the IRS has notified the U.S. Holder that
he, she or it is no longer subject to backup withholding. If the Outstanding
Notes are in more than one name or are not in the name of the actual owner,
consult the Form W-9 Instructions for information on which TIN to report. If you
do not provide your TIN to the Exchange Agent within 60 days, backup withholding
may begin and continue until you furnish your TIN.

         Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these withholding and reporting
requirements. See the enclosed copy of the IRS Form W-9. In order to satisfy
BHFC that a foreign individual qualifies as an exempt recipient, such holder
must submit a properly completed IRS Form W-8BEN (or other applicable form)
certifying, under penalty of perjury, to such holder's foreign status in order
establish an exemption from backup withholding. A copy of the Form W-8BEN is
attached to this Letter of Transmittal. Other applicable forms may be obtained
from the Exchange Agent.

         For the purposes of these instructions, a "U.S. HOLDER" is (i) a
citizen or resident of the United States, (ii) a corporation, or other entity
taxable as a corporation for U.S. federal income tax purposes, created or
organized in or under the laws of the United States or of any political
subdivision thereof, or (iii) an estate or trust the income of which is subject
to United States federal income taxation regardless of its source.

                                       11


         12.      The exchange of Outstanding Notes for Registered Notes will
not be a taxable event for U.S. federal income tax purposes. See "Material
United States Federal Income Tax Consequences" in the Prospectus.

                                       12


        In order to tender, a holder of Outstanding Notes should send or
  deliver a properly completed and signed Letter of Transmittal and any other
   required documents to the Exchange Agent at its address set forth below or
            tender pursuant to DTC's Automated Tender Offer Program.

                  The Exchange Agent for the Exchange Offer is:

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                      Institutional Trust Services OH1-0184
                         1111 Polaris Parkway, Suite 1N
                               Columbus, OH 43240
                                 Attn: Exchanges

         Any questions or requests for assistance or for additional copies of
the Prospectus, this Letter of Transmittal, or related documents may be directed
to the Exchange Agent at 1-800-346-5153. A holder of Outstanding Notes may also
contact such holder's custodian bank, depositary, broker, trust company or other
nominee for assistance concerning the Exchange Offer.

EX-4.6

                                                                     EXHIBIT 4.6

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR
BROKER, BANK MANAGER, LAWYER, ACCOUNTANT, INVESTMENT ADVISOR OR OTHER
PROFESSIONAL.

         This document relates to an exchange offer (the "EXCHANGE OFFER") made
by Berkshire Hathaway Finance Corporation ("BHFC"). The Exchange Offer is
described in the Prospectus, dated [_____], 2004 (the "PROSPECTUS"), and in this
Letter of Transmittal (this "LETTER OF TRANSMITTAL"). All terms and conditions
contained or otherwise referred to in the Prospectus are deemed to be
incorporated in and form a part of this Letter of Transmittal. Therefore, you
are urged to read the Prospectus and the items referred to therein carefully.
The terms and conditions contained in the Prospectus, together with the terms
and conditions governing this Letter of Transmittal and the instructions herein,
are collectively referred to below as the "TERMS AND CONDITIONS."

                              LETTER OF TRANSMITTAL
                                   RELATING TO
               THE OFFER BY BERKSHIRE HATHAWAY FINANCE CORPORATION
                    TO EXCHANGE 4.625% SENIOR NOTES DUE 2013,
              UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC.

                              ("REGISTERED NOTES")

                                       FOR

                          4.625% SENIOR NOTES DUE 2013,
              UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC

                              ("OUTSTANDING NOTES")

         THE EXCHANGE OFFER FOR THE OUTSTANDING NOTES WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [______], 2004, UNLESS EXTENDED BY BHFC (THE "EXPIRATION
DATE").



         Each holder of Outstanding Notes wishing to accept the Exchange Offer,
except holders of Outstanding Notes executing their tenders through the
Automated Tender Offer Program ("ATOP") procedures of The Depository Trust
Company ("DTC"), should complete, sign and submit this Letter of Transmittal to
the exchange agent, J.P. Morgan Trust Company, National Association (as
successor to Bank One Trust Company, N.A.) (the "EXCHANGE AGENT"), on or prior
to the Expiration Date.

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                      Institutional Trust Services OH1-0184
                         1111 Polaris Parkway, Suite 1N
                               Columbus, OH 43240
                                 Attn: Exchanges

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE OR IN
ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

         Questions regarding the Exchange Offer or the completion of this Letter
of Transmittal should be directed to the Exchange Agent, at: 1-800-346-5153.

         This Letter of Transmittal may be used to accept the Exchange Offer if
Outstanding Notes are to be tendered by effecting a book-entry transfer into the
Exchange Agent's account at DTC and instructions are not being transmitted
through DTC's ATOP procedures. Unless you intend to tender Outstanding Notes
through ATOP, you should complete, execute and deliver this Letter of
Transmittal, along with the physical certificates for the Outstanding Notes
specified herein, to indicate the action you desire to take with respect to the
Exchange Offer.

         Holders of Outstanding Notes tendering by book-entry transfer to the
Exchange Agent's account at DTC may execute the tender through ATOP, for which
the Exchange Offer is eligible. Financial institutions that are DTC participants
may execute tenders through ATOP by transmitting acceptance of the Exchange
Offer to DTC on or prior to the Expiration Date. DTC will verify acceptance of
the Exchange Offer, execute a book-entry transfer of the tendered Outstanding
Notes into the account of the Exchange Agent at DTC and send to the Exchange
Agent a "book-entry confirmation," which shall include an agent's message. An
"agent's message" is a message, transmitted by DTC to, and received by, the
Exchange Agent and forming part of a book-entry confirmation, which states that
DTC has received an express acknowledgement from a DTC participant tendering
Outstanding Notes that the participant has received and agrees to be bound by
the terms of the Letter of Transmittal as an undersigned thereof and BHFC may
enforce such agreement against the participant. Delivery of the agent's message
by DTC will satisfy the terms of the Exchange Offer as to execution and delivery
of a Letter of Transmittal by the DTC participant identified in the agent's
message. ACCORDINGLY, HOLDERS WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S
ATOP PROCEDURES SHALL BE BOUND BY, BUT NEED NOT COMPLETE, THIS LETTER OF
TRANSMITTAL.

         Subject to the terms and conditions and applicable law, BHFC will
issue: for each $1,000 principal amount of Outstanding Notes, $1,000 principal
amount of Registered Notes.

         Outstanding Notes may be exchanged in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. Registered Notes will be
issued in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

         Holders that anticipate tendering other than through DTC are urged to
promptly contact a bank, broker or other intermediary (that has the capability
to hold cash and securities custodially through DTC) to arrange for receipt of
any Registered Notes to be delivered pursuant to the Exchange Offer and to
obtain the information necessary to provide the required DTC participant and
account information in this Letter of Transmittal.

         Registered Notes will be issued in exchange for Outstanding Notes in
the Exchange Offer, if consummated, as soon as practicable after the Expiration
Date of the Exchange Offer (the "SETTLEMENT DATE").

                                       2


                           TENDER OF OUTSTANDING NOTES

         To effect a valid tender of Outstanding Notes through the completion,
execution and delivery of this Letter of Transmittal, the undersigned must
complete the table below entitled "Description of Outstanding Notes Tendered"
and sign the Letter of Transmittal where indicated.

         Registered Notes will be delivered in book-entry form to holders
through DTC and only to the DTC account of the undersigned or the undersigned's
custodian, as specified below, on the Settlement Date, or as soon as practicable
thereafter.

         Failure to provide the information necessary to effect delivery of
Registered Notes will render such holder's tender defective, and BHFC will have
the right, which it may waive, to reject such tender without notice.

                    DESCRIPTION OF OUTSTANDING NOTES TENDERED
                           (SEE INSTRUCTIONS 2 AND 3)

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.



 OUTSTANDING NOTES     NAME OF DTC PARTICIPANT AND PARTICIPANT'S      AGGREGATE PRINCIPAL
  BEING TENDERED       ACCOUNT NUMBER IN WHICH OUTSTANDING NOTES     AMOUNT OF OUTSTANDING
                      ARE HELD AND/OR THE CORRESPONDING REGISTERED           NOTES*
                               NOTES ARE TO BE DELIVERED.
- -------------------   --------------------------------------------   ---------------------
                                                               
4.625% SENIOR NOTES
                      --------------------------------------------   ---------------------
DUE 2013
                      --------------------------------------------   ---------------------

(CUSIP:  084664 AB7)
(CUSIP:  U23797AB6)


*        THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED HEREBY MUST BE IN
         DENOMINATIONS OF U.S.$1,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN
         EXCESS THEREOF WITH A MINIMUM TENDER REQUIREMENT OF U.S.$1,000. SEE
         INSTRUCTION 3.

                                       3


         If the aggregate principal amount of the Outstanding Notes specified
was held as of the date of tender by more than one beneficial owner, you may
specify below the break-down of this aggregate principal amount by beneficial
owner, and, in doing so, hereby instruct the Exchange Agent to treat each such
beneficial owner as a separate holder. If the space below is inadequate, attach
a separate signed schedule using the same format.



BENEFICIAL OWNER NAME OR ACCOUNT     PRINCIPAL AMOUNT OF OUTSTANDING NOTES
           NUMBER
- -------------------------------      -------------------------------------
                                  
- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------
          TOTAL:
- -------------------------------      -------------------------------------


                           SPECIAL RETURN INSTRUCTIONS

 TO BE COMPLETED ONLY IF OUTSTANDING NOTES NOT ACCEPTED FOR EXCHANGE ARE TO BE
 SENT TO SOMEONE OTHER THAN THE PERSON OR PERSONS WHOSE SIGNATURE(S) APPEAR(S)
                       WITHIN THIS LETTER OF TRANSMITTAL.

                               (SEE INSTRUCTION 5)



             NAME OF DTC PARTICIPANT AND PARTICIPANT'S      *
             ACCOUNT NUMBER TO WHICH OUTSTANDING NOTES
             NOT ACCEPTED FOR EXCHANGE ARE TO BE
             DELIVERED.
- ----------   -----------------------------------------  --------
                                                  


                                       4


                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

LADIES AND GENTLEMEN:

         The undersigned hereby tenders to BHFC the aggregate principal amount
of Outstanding Notes indicated in the table above entitled "Description of
Outstanding Notes Tendered."

         The undersigned understands that validly tendered Outstanding Notes (or
defectively tendered Outstanding Notes with respect to which BHFC has, or has
caused to be, waived such defect) will be deemed to have been accepted by BHFC
if, as and when BHFC gives oral or written notice thereof to the Exchange Agent.
The undersigned understands that subject to the terms and conditions,
Outstanding Notes properly tendered and accepted (and not validly withdrawn) in
accordance with the terms and conditions will be exchanged for Registered Notes.
The undersigned understands that Outstanding Notes delivered hereby may be
withdrawn at any time on or prior to the Expiration Date. The undersigned
understands that Outstanding Notes delivered hereby may not be withdrawn at any
time after the Expiration Date unless the Exchange Offer is extended with
changes in the terms of the Exchange Offer that are, in the reasonable judgment
of BHFC, materially adverse to the tendering holder. The undersigned understands
that, under certain circumstances, BHFC may not be required to accept any of the
Outstanding Notes tendered (including any Outstanding Notes tendered after the
Expiration Date). If any Outstanding Notes are not accepted for exchange for any
reason (or if Outstanding Notes are validly withdrawn), such unexchanged (or
validly withdrawn) Outstanding Notes will be returned without expense to the
undersigned's account at DTC or such other account as designated herein pursuant
to the book-entry transfer procedures described in the Prospectus, as promptly
as practicable after the expiration or termination of the Exchange Offer.

         Following the later of the Expiration Date or the date upon which
Outstanding Notes are tendered hereby, and subject to and effective upon BHFC's
acceptance for exchange of the principal amount of the Outstanding Notes
tendered hereby, upon the terms and conditions, the undersigned hereby:

         (1)      irrevocably sells, assigns and transfers to or upon the order
                  of BHFC or its nominees, all right, title and interest in and
                  to, and any and all claims in respect of or arising or having
                  arisen as a result of the undersigned's status as a holder of,
                  all Outstanding Notes tendered hereby, such that thereafter it
                  shall have no contractual or other rights or claims in law or
                  equity against BHFC or any fiduciary, trustee, fiscal agent or
                  other person connected with the Outstanding Notes arising
                  under, from or in connection with such Outstanding Notes;

         (2)      waives any and all rights with respect to the Outstanding
                  Notes tendered hereby (including, without limitation, any
                  existing or past defaults and their consequences in respect of
                  such Outstanding Notes); and

         (3)      releases and discharges BHFC and J.P. Morgan Trust Company,
                  National Association (as successor to Bank One Trust Company,
                  N.A.), as trustee (THE "TRUSTEE") from any and all claims the
                  undersigned may have, now or in the future, arising out of or
                  related to the Outstanding Notes tendered hereby, including,
                  without limitation, any and all claims that the undersigned is
                  entitled to receive additional principal or interest payments
                  with respect to the Outstanding Notes tendered hereby (other
                  than accrued and unpaid interest on the Outstanding Notes) or
                  to participate in any redemption or defeasance of the
                  Outstanding Notes tendered hereby.

         The undersigned understands that tenders of Outstanding Notes pursuant
to any of the procedures described in the Prospectus and in the instructions in
this Letter of Transmittal and acceptance of such Outstanding Notes by BHFC
will, following such acceptance, constitute a binding agreement between the
undersigned and BHFC upon the terms and conditions.

         All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding

                                       5


upon the heirs, executors, administrators, trustees in bankruptcy, personal and
legal representatives, successors and assigns of the undersigned.

         The undersigned hereby represents, warrants and agrees that:

         (1)      it has received and reviewed the Prospectus;

         (2)      it is the beneficial owner (as defined below) of, or a duly
                  authorized representative of one or more such beneficial
                  owners of, the Outstanding Notes tendered hereby and it has
                  full power and authority to execute this Letter of
                  Transmittal;

         (3)      the Outstanding Notes being tendered hereby were owned as of
                  the date of tender, free and clear of any liens, charges,
                  claims, encumbrances, interests and restrictions of any kind,
                  and BHFC will acquire good, indefeasible and unencumbered
                  title to such Outstanding Notes, free and clear of all liens,
                  charges, claims, encumbrances, interests and restrictions of
                  any kind, when the same are accepted by BHFC;

         (4)      it will not sell, pledge, hypothecate or otherwise encumber or
                  transfer any Outstanding Notes tendered hereby from the date
                  of this Letter of Transmittal and agrees that any purported
                  sale, pledge, hypothecation or other encumbrance or transfer
                  will be void and of no effect;

         (5)      in evaluating the Exchange Offer and in making its decision
                  whether to participate therein by submitting this Letter of
                  Transmittal and tendering its Outstanding Notes, the
                  undersigned has made its own independent appraisal of the
                  matters referred to in the Prospectus and in any related
                  communications and is not relying on any statement,
                  representation or warranty, express or implied, made to such
                  holder by BHFC or the Exchange Agent other than those
                  contained in the Prospectus (as amended or supplemented to the
                  Expiration Date);

         (6)      the execution and delivery of this Letter of Transmittal shall
                  constitute an undertaking to execute any further documents and
                  give any further assurances that may be required in connection
                  with any of the foregoing, in each case on and subject to the
                  terms and conditions;

         (7)      the submission of this Letter of Transmittal to the Exchange
                  Agent shall, subject to a holder's ability to withdraw its
                  tender prior to the Expiration Date, and subject to terms and
                  conditions of the Exchange Offer generally, constitute the
                  irrevocable appointment of the Exchange Agent as its attorney
                  and agent, and an irrevocable instruction to such attorney and
                  agent to complete and execute all or any form(s) of transfer
                  and other document(s) at the discretion of such attorney and
                  agent in relation to the Outstanding Notes tendered hereby in
                  favor of BHFC or such other person or persons as they may
                  direct and to deliver such form(s) of transfer and other
                  document(s) in the attorney's and/or agent's discretion and
                  the certificate(s) and other document(s) of title relating to
                  such Outstanding Notes' registration and to execute all such
                  other documents and to do all such other acts and things as
                  may be in the opinion of such attorney or agent necessary or
                  expedient for the purpose of, or in connection with, the
                  acceptance of the Exchange Offer, and to vest in BHFC or its
                  nominees such Outstanding Notes; and

         (8)      the terms and conditions shall be deemed to be incorporated
                  in, and form a part of, this Letter of Transmittal, and the
                  terms and conditions shall be read and construed accordingly.

         The representations and warranties and agreements of a holder tendering
Outstanding Notes shall be deemed to be repeated and reconfirmed on and as of
the Expiration Date and the Settlement Date. For purposes of this Letter of
Transmittal, the "BENEFICIAL OWNER" of any Outstanding Notes shall mean any
holder that exercises sole investment discretion with respect to such
Outstanding Notes.

         The undersigned understands that tenders may not be withdrawn at any
time after the Expiration Date except as set forth in the Prospectus, unless the
Exchange Offer is extended with changes to the terms and conditions that are, in
the reasonable judgement of BHFC, materially adverse to the undersigned, in
which case tenders may be withdrawn under the conditions described in the
extension.

                                       6


         If the Exchange Offer is amended in a manner determined by BHFC to be
materially adverse to tendering holders, BHFC will extend the Exchange Offer for
a period of two to ten business days, depending on the significance of the
amendment and the manner of disclosure to such holders, if the Exchange Offer
would otherwise have expired during such two- to ten-business day period. Any
change in the consideration offered to holders of Outstanding Notes in the
Exchange Offer shall be paid to all holders of Outstanding Notes whose
securities have previously been tendered and not withdrawn pursuant to the
Exchange Offer.

         If the "Special Return Instructions" box (found above) is completed,
please credit the indicated DTC account for any book-entry transfers of
Outstanding Notes not accepted for exchange.

         The undersigned recognizes that BHFC has no obligation under the
"Special Return Instructions" provision of this Letter of Transmittal to effect
the transfer of any Outstanding Notes from the holder(s) of such Outstanding
Notes if BHFC does not accept for exchange any of the principal amount of the
Outstanding Notes tendered pursuant to this Letter of Transmittal.

                                       7


                                    SIGN HERE

         By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders to BHFC the principal amount of the Outstanding Notes
listed in the table set forth above labeled "Description of Outstanding Notes
Tendered."


_________________________________________________________   ____________________
Signature of Registered Holder(s) or Authorized Signatory          Date
           (see guarantee requirement below)

_________________________________________________________   ____________________
Signature of Registered Holder(s) or Authorized Signatory          Date
           (see guarantee requirement below)

_________________________________________________________   ____________________
Signature of Registered Holder(s) or Authorized Signatory          Date
           (see guarantee requirement below)

Area Code and Telephone Number: ________________________________________________

         If a holder of Outstanding Notes is tendering any Outstanding Notes,
this Letter of Transmittal must be signed by the Registered Holder(s) exactly as
the name(s) appear(s) on a securities position listing of DTC or by any
person(s) authorized to become the Registered Holder(s) by endorsements and
documents transmitted herewith. If the signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person, acting in a
fiduciary or representative capacity, please set forth at the line entitled
"Capacity (full title)" and submit evidence satisfactory to the Exchange Agent
and BHFC of such person's authority to so act. See Instruction 4.

Name(s): _______________________________________________________________________

________________________________________________________________________________
                             (Please Type or Print)

Capacity (full title): _________________________________________________________

Address: _______________________________________________________________________
                              (Including Zip Code)

                          MEDALLION SIGNATURE GUARANTEE
                        (If required--See Instruction 4)

Signature(s) Guaranteed by
an Eligible Institution: _______________________________________________________
                             (Authorized Signature)

________________________________________________________________________________
                                     (Title)

________________________________________________________________________________
                                 (Name of Firm)

________________________________________________________________________________
                                    (Address)

Dated: ______________, 2004

                                       8


                   INSTRUCTIONS FORMING PART OF THE TERMS AND
                        CONDITIONS OF THE EXCHANGE OFFER

         1.       DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal
is to be completed by tendering holders of Outstanding Notes if tender of such
Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's
account at DTC and instructions are not being transmitted through ATOP. HOLDERS
WHO TENDER THEIR OUTSTANDING NOTES THROUGH DTC'S ATOP PROCEDURES SHALL BE BOUND
BY, BUT NEED NOT COMPLETE, THIS LETTER OF TRANSMITTAL; THUS, A LETTER OF
TRANSMITTAL NEED NOT ACCOMPANY TENDERS EFFECTED THROUGH ATOP.

         A confirmation of a book-entry transfer into the Exchange Agent's
account at DTC of all Outstanding Notes delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) or properly transmitted agent's message, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein on or prior to the Expiration
Date.

         Any financial institution that is a participant in DTC may
electronically transmit its acceptance of the Exchange Offer by causing DTC to
transfer Outstanding Notes to the Exchange Agent in accordance with DTC's ATOP
procedures for such transfer on or prior to the Expiration Date. The Exchange
Agent will make available its general participant account at DTC for the
Outstanding Notes for purposes of the Exchange Offer.

         DELIVERY OF A LETTER OF TRANSMITTAL TO DTC WILL NOT CONSTITUTE VALID
DELIVERY TO THE EXCHANGE AGENT. No Letter of Transmittal should be sent to BHFC
or DTC.

         The method of delivery of this Letter of Transmittal and all other
required documents, including delivery through DTC and any acceptance or agent's
message delivered through ATOP, is at the option and risk of the tendering
holder. If delivery is by mail, registered mail, with return receipt requested
and properly insured, is recommended. Instead of delivery by mail, it is
recommended that the holder use an overnight or hand-delivery service. In all
cases, sufficient time should be allowed to ensure timely delivery.

         Neither BHFC nor the Exchange Agent is under any obligation to notify
any tendering holder of Outstanding Notes of BHFC's acceptance of tendered
Outstanding Notes prior to the Expiration Date.

         2.       DELIVERY OF THE REGISTERED NOTES. Registered Notes to be
issued according to the terms of the Exchange Offer, if consummated, will be
delivered in book-entry form to holders of Outstanding Notes tendered in the
Exchange Offer. In order to permit such delivery, the appropriate DTC
participant name and number (along with any other required account information)
must be provided in the table entitled "Description of the Outstanding Notes."
Failure to do so will render a tender of the Outstanding Notes defective, and
BHFC will have the right, which it may waive, to reject such delivery. Holders
that anticipate participating in the Exchange Offer other than through DTC are
urged to promptly contact a bank, broker or other intermediary (that has the
capability to hold securities custodially through DTC) to arrange for receipt of
any Registered Notes delivered pursuant to the Exchange Offer and to obtain the
information necessary to complete the table.

         3.       AMOUNT OF TENDERS. Tenders of Outstanding Notes will be
accepted in denominations of U.S. $1,000 and integral multiples of U.S.$1,000 in
excess thereof. Book-entry transfers to the Exchange Agent should be made in the
exact principal amount of Outstanding Notes tendered.

         4.       SIGNATURES ON LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER;
GUARANTEE OF SIGNATURES. For purposes of this Letter of Transmittal, the term
"REGISTERED HOLDER" means an owner of record as well as any DTC participant that
has Outstanding Notes credited to its DTC account. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be guaranteed by a
recognized participant in the Securities Transfer Agents Medallion Program, the
NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each,
a "MEDALLION SIGNATURE CO-OBLIGOR"). Signatures on the Letter of Transmittal
need not be guaranteed if:

                                       9


         -        the Letter of Transmittal is signed by a participant in DTC
                  whose name appears on a security position listing as the owner
                  of the Outstanding Notes and the holder(s) has not completed
                  the box entitled "Special Return Instructions" on the Letter
                  of Transmittal; or

         -        the Outstanding Notes are tendered for the account of an
                  "eligible institution."

         An "eligible institution" is one of the following firms or other
entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934
(as the terms are used in Rule 17Ad-15):

                  (a)      a bank;

                  (b)      a broker, dealer, municipal securities dealer,
         municipal securities broker, government securities dealer or government
         securities broker;

                  (c)      a credit union;

                  (d)      a national securities exchange, registered securities
         association or clearing agency; or

                  (e)      a savings institution that is a participant in a
         Securities Transfer Association recognized program.

         If any of the Outstanding Notes tendered are held by two or more
Registered Holders, all of the Registered Holders must sign the Letter of
Transmittal.

         BHFC will not accept any alternative, conditional, irregular or
contingent tenders. By executing the Letter of Transmittal (or facsimile
thereof) or directing DTC to transmit an agent's message, you waive any right to
receive any notice of the acceptance of your Outstanding Notes for exchange.

         If this Letter of Transmittal or instruments of transfer are signed by
trustees, executors, administrators, guardians or attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by BHFC, evidence
satisfactory to BHFC of their authority to so act must be submitted with this
Letter of Transmittal.

         Beneficial owners whose tendered Outstanding Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender such Outstanding Notes.

         5.       SPECIAL RETURN INSTRUCTIONS. All Outstanding Notes
tendered hereby and not accepted for exchange will be returned to the
undersigned according to the information provided in the table entitled
"Description of the Outstanding Notes Tendered" or, if completed, according to
the "Special Return Instructions" box in this Letter of Transmittal.

         6.       TRANSFER TAXES. Except as set forth in this Instruction 6,
BHFC will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of Outstanding Notes to it, or to its order, pursuant to the
Exchange Offer. If payment is to be made to, or if Outstanding Notes not
tendered or purchased are to be registered in the name of any persons other than
the Registered Holder, or if tendered Outstanding Notes are registered in the
name of any persons other than the persons signing this Letter of Transmittal,
the amount of any transfer taxes (whether imposed on the Registered Holder or
such other person) payable on account of the transfer to such other person will
be deducted from the payment unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted.

         7.       VALIDITY OF TENDERS. All questions concerning the validity,
form, eligibility (including time of receipt), acceptance and withdrawal of
tendered Outstanding Notes will be determined by BHFC in its sole discretion,
which determination will be final and binding. BHFC reserves the absolute right
to reject any and all tenders of Outstanding Notes not in proper form or any
Outstanding Notes the acceptance for exchange of which may, in the opinion of
its counsel, be unlawful. BHFC also reserves the absolute right to waive any
defect or irregularity in

                                       10


tenders of Outstanding Notes, whether or not similar defects or irregularities
are waived in the case of other tendered securities. The interpretation of the
terms and conditions by BHFC shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Outstanding
Notes must be cured within such time as BHFC shall determine. None of BHFC, the
Exchange Agent or any other person will be under any duty to give notification
of defects or irregularities with respect to tenders of Outstanding Notes, nor
shall any of them incur any liability for failure to give such notification.

         Tenders of Outstanding Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Outstanding Notes
received by the Exchange Agent that are not validly tendered and as to which the
defects or irregularities have not been cured or waived will be returned by the
Exchange Agent to the holders of Outstanding Notes, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration Date
or the withdrawal or termination of the Exchange Offer.

         8.       WAIVER OF CONDITIONS. BHFC reserves the absolute right to
amend or waive any of the conditions in the Exchange Offer concerning any
Outstanding Notes at any time.

         9.       WITHDRAWAL. Tenders may be withdrawn only pursuant to the
procedures and subject to the terms set forth in the Prospectus under the
caption "The Exchange Offer--Withdrawal of Tenders."

         10.      REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus and
this Letter of Transmittal may be directed to the Exchange Agent at the address
and telephone number indicated herein.

         11.      TAX IDENTIFICATION NUMBER. Federal income tax law requires
that a U.S. Holder (defined below) whose Outstanding Notes are accepted for
exchange must provide the Exchange Agent with his, her or its correct Taxpayer
Identification Number ("TIN"), which, in the case of an exchanging U.S. Holder
who is an individual, is his or her social security number. If the Exchange
Agent is not provided with the correct TIN or an adequate basis for exemption,
such holder may be subject to a $50 penalty imposed by the Internal Revenue
Service (the "IRS"), and payments made with respect to the Registered Notes or
the Exchange Offer may be subject to backup withholding at a rate of 30%
(subject to periodic reductions through 2010, at which time the rate is
currently scheduled to be increased to 31%). If withholding results in an
overpayment of taxes, a refund may be obtained.

         To prevent backup withholding, each exchanging U.S. Holder must provide
his, her or its correct TIN by completing the copy of the IRS Form W-9 attached
to this Letter of Transmittal, certifying that the TIN provided is correct (or
that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is exempt from
backup withholding because (i) the holder has been notified by the IRS that he,
she or it is subject to backup withholding as a result of a failure to report
all interests or dividends, or (ii) the IRS has notified the U.S. Holder that
he, she or it is no longer subject to backup withholding. If the Outstanding
Notes are in more than one name or are not in the name of the actual owner,
consult the Form W-9 Instructions for information on which TIN to report. If you
do not provide your TIN to the Exchange Agent within 60 days, backup withholding
may begin and continue until you furnish your TIN.

         Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these withholding and reporting
requirements. See the enclosed copy of the IRS Form W-9. In order to satisfy
BHFC that a foreign individual qualifies as an exempt recipient, such holder
must submit a properly completed IRS Form W-8BEN (or other applicable form)
certifying, under penalty of perjury, to such holder's foreign status in order
establish an exemption from backup withholding. A copy of the Form W-8BEN is
attached to this Letter of Transmittal. Other applicable forms may be obtained
from the Exchange Agent.

         For the purposes of these instructions, a "U.S. HOLDER" is (i) a
citizen or resident of the United States, (ii) a corporation, or other entity
taxable as a corporation for U.S. federal income tax purposes, created or
organized in or under the laws of the United States or of any political
subdivision thereof, or (iii) an estate or trust the income of which is subject
to United States federal income taxation regardless of its source.

                                       11


         12.      The exchange of Outstanding Notes for Registered Notes will
not be a taxable event for U.S. federal income tax purposes. See "Material
United States Federal Income Tax Consequences" in the Prospectus.

                                       12


        In order to tender, a holder of Outstanding Notes should send or
  deliver a properly completed and signed Letter of Transmittal and any other
   required documents to the Exchange Agent at its address set forth below or
            tender pursuant to DTC's Automated Tender Offer Program.

                  The Exchange Agent for the Exchange Offer is:

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                      Institutional Trust Services OH1-0184
                         1111 Polaris Parkway, Suite 1N
                               Columbus, OH 43240
                                 Attn: Exchanges

         Any questions or requests for assistance or for additional copies of
the Prospectus, this Letter of Transmittal, or related documents may be directed
to the Exchange Agent at: 1-800-346-5153. A holder of Outstanding Notes may also
contact such holder's custodian bank, depositary, broker, trust company or other
nominee for assistance concerning the Exchange Offer.

EX-4.7

                                                                     EXHIBIT 4.7

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

       $750,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2008
     UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 3.375% SENIOR
      NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

                                                                  [______], 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

                  We are enclosing herewith an offer by Berkshire Hathaway
Finance Corporation, a Delaware corporation (the "Company"), to exchange the
Company's new 3.375% Senior Notes Due 2008 (the "Exchange Notes") which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for any and all of the Company's outstanding 3.375% Senior Notes Due 2008
(the "Original Notes"), upon the terms and subject to the conditions set forth
in the accompanying Prospectus, dated [__], 2004 (as the same amended and
supplemented from time to time, the "Prospectus"), and related Letter of
Transmittal (which together with the Prospectus constitutes the "Exchange
Offer").

                  The Exchange Offer provides a procedure for holders to tender
the Original Notes by means of guaranteed delivery.

                  The Exchange Offer will expire at 5:00 p.m., New York City
time, on [___], 2004, unless extended (the "Expiration Date"). Tendered Original
Notes may be withdrawn at any time prior to 5:00 pm., New York City time, on the
Expiration Date, if such Original Notes have not previously been accepted for
exchange pursuant to the Exchange Offer.

                  Based on an interpretation by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC") as set
forth in certain interpretive letters addressed to third parties in other
transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange
for Original Notes may be offered for resale, resold and otherwise transferred
by a holder thereof (other than a holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act or a "broker" or
"dealer" registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holder's business and such holder is not
engaging, does not intend to engage, and has no arrangement or understanding
with any person to participate, in the distribution of such Exchange Notes. See
"Shearman & Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan
Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991), and "Exxon
Capital Holding Corporation," SEC No-Action Letter (available May 13, 1988).
Accordingly, each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
Prospectus in connection with any resale of those Exchange Notes.

                  The Exchange Offer is not conditioned on any minimum aggregate
principal amount of Original Notes being tendered. Original Notes may be
tendered by each holder in a minimum aggregate principal amount of $1,000 and
integral multiples of $1,000 in excess thereof.

                  Notwithstanding any other provisions of the Exchange Offer, or
any extension of the Exchange Offer, the Company will not be required to accept
for exchange, or to exchange any Exchange Notes for any Original Notes and may
terminate the Exchange Offer (whether or not any Original Notes have been
accepted for exchange) or may waive any conditions to or amend the Exchange
Offer, if any of the conditions described in the Prospectus under "The Exchange
Offer--Conditions to the Exchange Offer" have occurred or exist or have not been
satisfied.

                                       1


                  For your information and for forwarding to your clients for
whom you hold Original Notes registered in your name or in the name of your
nominee, we are enclosing the following documents:

         1.       A Prospectus, dated [___], 2004 relating to the Exchange
                  Offer.

         2.       A Letter of Transmittal for your use and for the information
                  of your clients.

         3.       A printed form of letter which may be sent to your clients for
                  whose accounts you hold Original Notes registered in your name
                  or in the name of your nominee, with space provided for
                  obtaining such clients' instructions with regard to the
                  Exchange Offer.

         4.       Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9 of the Internal Revenue Service
                  (included in the Letter of Transmittal after the instructions
                  thereto).

          WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

Any inquiries you may have with respect to the Exchange Offer may be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Exchange Agent at the following telephone number: 1-800-346-5153.

                                        Very truly yours,

                                        Berkshire Hathaway Finance Corporation

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS
THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

                                       2

EX-4.8

                                                                     EXHIBIT 4.8

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

        $750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013
     UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR
      NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

                                                                  [______], 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

                  We are enclosing herewith an offer by Berkshire Hathaway
Finance Corporation, a Delaware corporation (the "Company"), to exchange the
Company's new 4.625% Senior Notes Due 2013 (the "Exchange Notes") which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for any and all of the Company's outstanding 4.625% Senior Notes Due 2013
(the "Original Notes"), upon the terms and subject to the conditions set forth
in the accompanying Prospectus, dated [__], 2004 (as the same amended and
supplemented from time to time, the "Prospectus"), and related Letter of
Transmittal (which together with the Prospectus constitutes the "Exchange
Offer").

                  The Exchange Offer provides a procedure for holders to tender
the Original Notes by means of guaranteed delivery.

                  The Exchange Offer will expire at 5:00 p.m., New York City
time, on [___], 2004, unless extended (the "Expiration Date"). Tendered Original
Notes may be withdrawn at any time prior to 5:00 pm., New York City time, on the
Expiration Date, if such Original Notes have not previously been accepted for
exchange pursuant to the Exchange Offer.

                  Based on an interpretation by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC") as set
forth in certain interpretive letters addressed to third parties in other
transactions, Exchange Notes issued pursuant to the Exchange Offer in exchange
for Original Notes may be offered for resale, resold and otherwise transferred
by a holder thereof (other than a holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act or a "broker" or
"dealer" registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holder's business and such holder is not
engaging, does not intend to engage, and has no arrangement or understanding
with any person to participate, in the distribution of such Exchange Notes. See
"Shearman & Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan
Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991), and "Exxon
Capital Holding Corporation," SEC No-Action Letter (available May 13, 1988).
Accordingly, each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
Prospectus in connection with any resale of those Exchange Notes.

                  The Exchange Offer is not conditioned on any minimum aggregate
principal amount of Original Notes being tendered. Original Notes may be
tendered by each holder in a minimum aggregate principal amount of $1,000 and
integral multiples of $1,000 in excess thereof.

                  Notwithstanding any other provisions of the Exchange Offer, or
any extension of the Exchange Offer, the Company will not be required to accept
for exchange, or to exchange any Exchange Notes for any Original Notes and may
terminate the Exchange Offer (whether or not any Original Notes have been
accepted for exchange) or may waive any conditions to or amend the Exchange
Offer, if any of the conditions described in the Prospectus under "The Exchange
Offer-Conditions to the Exchange Offer" have occurred or exist or have not been
satisfied.

                                       1


                  For your information and for forwarding to your clients for
whom you hold Original Notes registered in your name or in the name of your
nominee, we are enclosing the following documents:

         1.       A Prospectus, dated [___], 2004 relating to the Exchange
                  Offer.

         2.       A Letter of Transmittal for your use and for the information
                  of your clients.

         3.       A printed form of letter which may be sent to your clients for
                  whose accounts you hold Original Notes registered in your name
                  or in the name of your nominee, with space provided for
                  obtaining such clients' instructions with regard to the
                  Exchange Offer.

         4.       Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9 of the Internal Revenue Service
                  (included in the Letter of Transmittal after the instructions
                  thereto).

          WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

Any inquiries you may have with respect to the Exchange Offer may be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Exchange Agent at the following telephone number: 1-800-346-5153.

                                        Very truly yours,

                                        Berkshire Hathaway Finance Corporation

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS
THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

                                       2

EX-4.9

                                                                     EXHIBIT 4.9

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

        $750,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2008
     UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 3.375% SENIOR
      NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

                                                                  [______], 2004

To Our Clients:

                  Enclosed for your consideration are the Prospectus, dated
[_____], 2004 (as the same may be amended and supplemented from time to time,
the "Prospectus"), and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer"), in connection with the offer by
Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"),
to exchange the Company's new 3.375% Senior Notes Due 2008 (the "Exchange
Notes") which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for any and all of the Company's outstanding 3.375%
Senior Notes Due 2008 (the "Outstanding Notes"), upon the terms and subject to
the conditions set forth in the Exchange Offer. The Exchange Offer will expire
at 5:00 p.m. New York City time, on [____], 2004, unless extended (the
"Expiration Date").

                  We are holding Outstanding Notes for your account. An exchange
of the Outstanding Notes can be made only by us and pursuant to your
instructions. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to exchange the Outstanding Notes held by us for
your account. The Exchange Offer provides a procedure for holders to tender by
means of guaranteed delivery.

                  We request information as to whether you wish us to exchange
any or all of the Outstanding Notes held by us for your account upon the terms
and subject to the conditions of the Exchange Offer.

                  Your attention is directed to the following;

         1.       The forms and terms of the Exchange Notes are the same in all
                  material respects as the forms and terms of the Outstanding
                  Notes (which they replace), except that the Exchange Notes
                  have been registered under the Securities Act. The Exchange
                  Notes will bear interest from the most recent interest payment
                  date to which interest has been paid on the Outstanding Notes
                  or, if no interest has been paid, from October 6, 2003.

         2.       Based on an interpretation by the staff of the Division of
                  Corporation Finance of the Securities and Exchange Commission
                  (the "SEC"), as set forth in certain interpretive letters
                  addressed to third parties in other transactions, Exchange
                  Notes issued pursuant to the Exchange Offer in exchange for
                  Outstanding Notes may be offered for resale, resold and
                  otherwise transferred by a holder thereof (other than a holder
                  which is an "affiliate" of the Company within the meaning of
                  Rule 405 under the Securities Act or a "broker" or "dealer
                  registered under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")) without compliance with the
                  registration and prospectus delivery provisions of the
                  Securities Act, provided that such Exchange Notes are acquired
                  in the ordinary course of such holder's business and such
                  holder is not engaging, does not intend to engage, and has no
                  arrangement or understanding with any person to participate,
                  in the distribution of such Exchange Notes. See "Shearman &
                  Sterling," SEC No-Action Letter (available July 2. 1993),
                  "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available
                  June 5, 1991) and "Exxon Capital Holdings Corporation," SEC
                  No-Action Letter (available May 13. 1988). Accordingly, each
                  broker-dealer that receives Exchange Notes for its own account
                  pursuant to the Exchange Offer must acknowledge that it will
                  deliver a Prospectus in connection with any resale of those
                  Exchange Notes.

         3.       The Exchange Offer is not conditioned on any minimum aggregate
                  principal amount of Outstanding Notes being tendered.
                  Outstanding Notes may be tendered by each holder in a minimum
                  aggregate principal amount of $1,000 and integral multiples of
                  $1,000 in excess thereof.



         4.       Notwithstanding any other provisions of the Exchange Offer, or
                  any extension of the Exchange Offer, the Company will not be
                  required to accept for exchange, or to exchange any Exchange
                  Notes for, any Outstanding Notes and may terminate the
                  Exchange Offer (whether or not any Outstanding Notes have been
                  accepted for exchange) or may waive any conditions to or amend
                  the Exchange Offer, if any of the conditions described in the
                  Prospectus under "The Exchange Offer--Conditions to the
                  Exchange Offer" have occurred or exist or have not been
                  satisfied.

         5.       Tendered Outstanding Notes may be withdrawn at any time prior
                  to 5:00 p.m., New York City time, on the Expiration Date, if
                  such Outstanding Notes have not previously been accepted for
                  exchange pursuant to the Exchange Offer.

         6.       Any transfer taxes applicable to the exchange of Outstanding
                  Notes pursuant to the Exchange Offer will be paid by the
                  Company, except as otherwise provided in the Letter of
                  Transmittal.

                  If you wish to have us tender any or all of your Outstanding
Notes, please so instruct us by completing and returning to us the instruction
form attached hereto. If you authorize a tender of your Outstanding Notes, the
entire principal amount of Outstanding Notes held for your account will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf by the Expiration Date.

                  The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of the Outstanding Notes in any
jurisdiction in which the making of the Exchange Offer or acceptance thereof
would not he in compliance with the laws of such jurisdiction or would otherwise
not he in compliance with any provision of any applicable securities law.

                                       2

EX-4.10

                                                                    EXHIBIT 4.10

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

        $750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013
     UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR
      NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

                                                                  [______], 2004

To Our Clients:

                  Enclosed for your consideration are the Prospectus, dated
[_____], 2004 (as the same may be amended and supplemented from time to time,
the "Prospectus"), and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer"), in connection with the offer by
Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"),
to exchange the Company's new 4.625% Senior Notes Due 2013 (the "Exchange
Notes") which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for any and all of the Company's outstanding 4.625%
Senior Notes Due 2013 (the "Outstanding Notes"), upon the terms and subject to
the conditions set forth in the Exchange Offer. The Exchange Offer will expire
at 5:00 p.m. New York City time, on [____], 2004, unless extended (the
"Expiration Date").

                  We are holding Outstanding Notes for your account. An exchange
of the Outstanding Notes can be made only by us and pursuant to your
instructions. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to exchange the Outstanding Notes held by us for
your account. The Exchange Offer provides a procedure for holders to tender by
means of guaranteed delivery.

                  We request information as to whether you wish us to exchange
any or all of the Outstanding Notes held by us for your account upon the terms
and subject to the conditions of the Exchange Offer.

                  Your attention is directed to the following;

         1.       The forms and terms of the Exchange Notes are the same in all
                  material respects as the forms and terms of the Outstanding
                  Notes (which they replace), except that the Exchange Notes
                  have been registered under the Securities Act. The Exchange
                  Notes will bear interest from the most recent interest payment
                  date to which interest has been paid on the Outstanding Notes
                  or, if no interest has been paid, from October 6, 2003.

         2.       Based on an interpretation by the staff of the Division of
                  Corporation Finance of the Securities and Exchange Commission
                  (the "SEC"), as set forth in certain interpretive letters
                  addressed to third parties in other transactions, Exchange
                  Notes issued pursuant to the Exchange Offer in exchange for
                  Outstanding Notes may be offered for resale, resold and
                  otherwise transferred by a holder thereof (other than a holder
                  which is an "affiliate" of the Company within the meaning of
                  Rule 405 under the Securities Act or a "broker" or "dealer
                  registered under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")) without compliance with the
                  registration and prospectus delivery provisions of the
                  Securities Act, provided that such Exchange Notes are acquired
                  in the ordinary course of such holder's business and such
                  holder is not engaging, does not intend to engage, and has no
                  arrangement or understanding with any person to participate,
                  in the distribution of such Exchange Notes. See "Shearman &
                  Sterling," SEC No-Action Letter (available July 2. 1993),
                  "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available
                  June 5, 1991) and "Exxon Capital Holdings Corporation," SEC
                  No-Action Letter (available May 13. 1988). Accordingly, each
                  broker-dealer that receives Exchange Notes for its own account
                  pursuant to the Exchange Offer must acknowledge that it will
                  deliver a Prospectus in connection with any resale of those
                  Exchange Notes.

         3.       The Exchange Offer is not conditioned on any minimum aggregate
                  principal amount of Outstanding Notes being tendered.
                  Outstanding Notes may be tendered by each holder in a minimum
                  aggregate principal amount of $1,000 and integral multiples of
                  $1,000 in excess thereof.



         4.       Notwithstanding any other provisions of the Exchange Offer, or
                  any extension of the Exchange Offer, the Company will not be
                  required to accept for exchange, or to exchange any Exchange
                  Notes for, any Outstanding Notes and may terminate the
                  Exchange Offer (whether or not any Outstanding Notes have been
                  accepted for exchange) or may waive any conditions to or amend
                  the Exchange Offer, if any of the conditions described in the
                  Prospectus under "The Exchange Offer--Conditions to the
                  Exchange Offer" have occurred or exist or have not been
                  satisfied.

         5.       Tendered Outstanding Notes may be withdrawn at any time prior
                  to 5:00 p.m., New York City time, on the Expiration Date, if
                  such Outstanding Notes have not previously been accepted for
                  exchange pursuant to the Exchange Offer.

         6.       Any transfer taxes applicable to the exchange of Outstanding
                  Notes pursuant to the Exchange Offer will be paid by the
                  Company, except as otherwise provided in the Letter of
                  Transmittal.

                  If you wish to have us tender any or all of your Outstanding
Notes, please so instruct us by completing and returning to us the instruction
form attached hereto. If you authorize a tender of your Outstanding Notes, the
entire principal amount of Outstanding Notes held for your account will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf by the Expiration Date.

                  The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of the Outstanding Notes in any
jurisdiction in which the making of the Exchange Offer or acceptance thereof
would not he in compliance with the laws of such jurisdiction or would otherwise
not he in compliance with any provision of any applicable securities law.

                                       2

EX-4.11

                                                                    EXHIBIT 4.11

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

        $750,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2008
     UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 3.375% SENIOR
      NOTES DUE 2008, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

Instructions from Beneficial Owner

         The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal in connection with the offer by
the Company to exchange the Exchange Notes for Outstanding Notes.

         This will instruct you to tender the principal amount of Outstanding
Notes indicated below held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal.

         The undersigned represents that (i) the Exchange Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of the
undersigned's business, (ii) the undersigned is not engaging, does not intend to
engage, and has no arrangement or understanding with any person to participate
in the distribution of such Exchange Notes, (iii) the undersigned is not an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company and
(iv) the undersigned is not acting on behalf of any person or entity that could
not truthfully make these statements. If the undersigned is a broker-dealer, it
acknowledges that it will deliver a copy of the Prospectus in connection with
any resale of the Exchange Notes.

                                                         Sign Here

                                           _____________________________________
                                                       Signatures(s)



Securities which are to be tendered:

Tender all of the Outstanding Notes

        Aggregate Principal Amount*

[ ]     Outstanding Notes ____________

________________________________________________
             Name(s) (Please Print)

________________________________________________
                    Address

________________________________________________
                    Zip Code

________________________________________________
          Area Code and Telephone No.

Dated:__________________, 2004

______________
* Unless otherwise indicated, it will be assumed that all of the Outstanding
Notes listed are to be tendered.

                                       2

EX-4.12

                                                                    EXHIBIT 4.12

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

        $750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013
     UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR
      NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

Instructions from Beneficial Owner

         The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal in connection with the offer by
the Company to exchange the Exchange Notes for Outstanding Notes.

         This will instruct you to tender the principal amount of Outstanding
Notes indicated below held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal.

         The undersigned represents that (i) the Exchange Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of the
undersigned's business, (ii) the undersigned is not engaging, does not intend to
engage, and has no arrangement or understanding with any person to participate
in the distribution of such Exchange Notes, (iii) the undersigned is not an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company and
(iv) the undersigned is not acting on behalf of any person or entity that could
not truthfully make these statements. If the undersigned is a broker-dealer, it
acknowledges that it will deliver a copy of the Prospectus in connection with
any resale of the Exchange Notes.

                                                         Sign Here

                                           _____________________________________
                                                       Signatures(s)



Securities which are to be tendered:

Tender all of the Outstanding Notes

         Aggregate Principal Amount*

[ ]      Outstanding Notes ____________

________________________________________________
            Name(s) (Please Print)

________________________________________________
                   Address

________________________________________________
                   Zip Code

________________________________________________
         Area Code and Telephone No.

Dated:__________________, 2004

______________
* Unless otherwise indicated, it will be assumed that all of the Outstanding
Notes listed are to be tendered.

                                       2

EX-4.13

                                                                    EXHIBIT 4.13

                          NOTICE OF GUARANTEED DELIVERY
                                  FOR TENDER OF
                          3.375% SENIOR NOTES DUE 2008
                   OF BERKSHIRE HATHAWAY FINANCE CORPORATION,
              UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

         As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto or the electronic form used by The Depository Trust Company ("DTC") for
this purpose must be used to accept the Exchange Offer of certificates for
3.375% Senior Notes Due 2008 (the "Original Notes") of Berkshire Hathaway
Finance Corporation, a Delaware corporation (the "Company"), are not immediately
available to the registered holder of such Outstanding Notes, or if a
participant in DTC is unable to complete the procedures for book-entry transfer
on a timely basis of Outstanding Notes to the account maintained by J.P. Morgan
Trust Company, National Association (as successor to Bank One Trust Company,
N.A.) (the "Exchange Agent") at DTC, prior to 5:00 p.m., New York City time, on
[____], 2004, unless extended (the "Expiration Date"). This Notice of Guaranteed
Delivery (or a facsimile hereof) or one substantially equivalent hereto may be
delivered by mail (registered or certified mail is recommended), by facsimile
transmission, by hand or overnight carrier to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering Outstanding Bonds" in the Prospectus
(as defined below). Capitalized terms used herein and not defined herein have
the meanings assigned to them in the Exchange Offer.

                  The Exchange Agent for the Exchange Offer is:

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                      Institutional Trust Services OH1-0184
                         1111 Polaris Parkway, Suite 1N
                               Columbus, OH 43240
                                 Attn: Exchanges
                          Phone Number: 1-800-346-5153

         Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above or transmission of this Notice of Guaranteed Delivery via a
facsimile number other than the number listed above will not constitute a valid
delivery.

         This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined therein) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.



Ladies and Gentlemen:

         The undersigned hereby tenders to Berkshire Hathaway Finance
Corporation, a Delaware corporation (the "Company"), the aggregate principal
amount of Outstanding Notes indicated below pursuant to the guaranteed delivery
procedures and upon the terms and subject to the conditions set forth in the
Prospectus dated [_____], 2004 (as the same may be amended or supplemented from
time to time, the "Prospectus") and in the related Letter of Transmittal (which
together with the Prospectus constitute the "Exchange Offer"), receipt of which
is hereby acknowledged.

         The undersigned hereby represents, warrants and agrees that the
undersigned has full power and authority to tender, exchange, sell, assign, and
transfer the tendered Outstanding Notes and that the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances when the tendered Outstanding Notes are
acquired by the Company as contemplated herein, and the tendered Outstanding
Notes are not subject to any adverse claims or proxies. The undersigned warrants
and agrees that the undersigned and each Beneficial Owner will, upon request,
execute and deliver any additional documents deemed by the Company or the
Exchange Agent to be necessary or desirable to complete the tender, exchange,
sale, assignment and transfer of the tendered Outstanding Notes, and that the
undersigned will comply with its obligations under the Registration Rights
Agreement. The undersigned has read and agrees to all of the terms of the
Exchange Offer.

         BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED
DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE
UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE COMPANY as
defined in Rule 405 under of the Securities Act, (ii) ANY EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY
THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS
OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH
BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF
EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY
SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES
AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY THAT
COULD NOT TRUTHFULLY MAKE THESE STATEMENTS. IF THE UNDERSIGNED IS A
BROKER-DEALER, IT ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN
CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES.

         All questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of tendered Outstanding
Notes will be determined by the Company, in its sole discretion, whose
determination shall be final and binding on all parties. The Company reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by the Company not to be in proper form or the acceptance of
which, or exchange for, may, in the view of the Company or its counsel, be
unlawful.

         All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns of the undersigned.

                                       2


Name(s) of Registered Holder(s): _______________________________________________

________________________________________________________________________________
                                  Please Print

Address(es): ___________________________________________________________________

             ___________________________________________________________________

Area Code and Tel. No(s): ______________________________________________________

                               x________________________________________________

                               x________________________________________________
                               Signature(s) of Owner(s) or Authorized Signatory

         Must be signed by the registered holder(s) of the tendered Outstanding
Notes as their name(s) appear(s) on certificates for such tendered Outstanding
Notes, or on a security position listing, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.



                    Aggregate Principal
Certificate No(s)   Amount Represented    Aggregate Principal
 (if available)       by Certificate        Amount Tendered
- -----------------   -------------------   -------------------
                                    
- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------


         If Outstanding Notes will be delivered by book-entry transfer to The
Depository Trust Company, provide the following information:

Signature: _____________________________________________________________________

Account Number :________________________________________________________________

Date:___________________________________________________________________________

               THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED

                                       3


                                    GUARANTEE
                    (Not to be used for signature guarantee)

         The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees delivery to the
Exchange Agent, at one of its addresses set forth above, either certificates for
the Outstanding Notes tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of such Outstanding Notes to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any
other documents required by the Letter of Transmittal, all within three (3)
business days after the date of execution of this Notice of Guaranteed Delivery.

         The undersigned acknowledges that it must communicate the guarantee to
the Exchange Agent and must deliver the Letter of Transmittal and certificates
for the Outstanding Notes tendered hereby to the Exchange Agent within the time
period shown hereon and that failure to do so could result in a financial loss
to the undersigned.

_______________________________________      ___________________________________
                 Firm                               Authorized Signature

_______________________________________      Name: _____________________________
               Address                               (Please Type or Print)

_______________________________________      Title: ____________________________
               Zip Code

                                             Dated: _____________________, 2004

Area Code and Tel. No.:_________________________________________________________

         DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT
TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT.

                                       4

EX-4.14

                                                                    EXHIBIT 4.14

                          NOTICE OF GUARANTEED DELIVERY
                                  FOR TENDER OF
                          4.625% SENIOR NOTES DUE 2013
                   OF BERKSHIRE HATHAWAY FINANCE CORPORATION,
              UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.

         As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto or the electronic form used by The Depository Trust Company ("DTC") for
this purpose must be used to accept the Exchange Offer of certificates for
4.625% Senior Notes Due 2013 the "Original Notes") of Berkshire Hathaway Finance
Corporation, a Delaware corporation (the "Company"), are not immediately
available to the registered holder of such Outstanding Notes, or if a
participant in DTC is unable to complete the procedures for book-entry transfer
on a timely basis of Outstanding Notes to the account maintained by J.P. Morgan
Trust Company, National Association (as successor to Bank One Trust Company,
N.A.) (the "Exchange Agent") at DTC, prior to 5:00 p.m., New York City time, on
[____], 2004, unless extended (the "Expiration Date"). This Notice of Guaranteed
Delivery (or a facsimile hereof) or one substantially equivalent hereto may be
delivered by mail (registered or certified mail is recommended), by facsimile
transmission, by hand or overnight carrier to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering Outstanding Bonds" in the Prospectus
(as defined below). Capitalized terms used herein and not defined herein have
the meanings assigned to them in the Exchange Offer.

                  The Exchange Agent for the Exchange Offer is:

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                      Institutional Trust Services OH1-0184
                         1111 Polaris Parkway, Suite 1N
                               Columbus, OH 43240
                                 Attn: Exchanges
                          Phone Number: 1-800-346-5153

         Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above or transmission of this Notice of Guaranteed Delivery via a
facsimile number other than the number listed above will not constitute a valid
delivery.

         This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined therein) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.



Ladies and Gentlemen:

         The undersigned hereby tenders to Berkshire Hathaway Finance
Corporation, a Delaware corporation (the "Company"), the aggregate principal
amount of Outstanding Notes indicated below pursuant to the guaranteed delivery
procedures and upon the terms and subject to the conditions set forth in the
Prospectus dated [_____], 2004 (as the same may be amended or supplemented from
time to time, the "Prospectus") and in the related Letter of Transmittal (which
together with the Prospectus constitute the "Exchange Offer"), receipt of which
is hereby acknowledged.

         The undersigned hereby represents, warrants and agrees that the
undersigned has full power and authority to tender, exchange, sell, assign, and
transfer the tendered Outstanding Notes and that the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances when the tendered Outstanding Notes are
acquired by the Company as contemplated herein, and the tendered Outstanding
Notes are not subject to any adverse claims or proxies. The undersigned warrants
and agrees that the undersigned and each Beneficial Owner will, upon request,
execute and deliver any additional documents deemed by the Company or the
Exchange Agent to be necessary or desirable to complete the tender, exchange,
sale, assignment and transfer of the tendered Outstanding Notes, and that the
undersigned will comply with its obligations under the Registration Rights
Agreement. The undersigned has read and agrees to all of the terms of the
Exchange Offer.

         BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED
DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE
UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE COMPANY as
defined in Rule 405 under of the Securities Act, (ii) ANY EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY
THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS
OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH
BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF
EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY
SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES
AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY THAT
COULD NOT TRUTHFULLY MAKE THESE STATEMENTS. IF THE UNDERSIGNED IS A
BROKER-DEALER, IT ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN
CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES.

         All questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of tendered Outstanding
Notes will be determined by the Company, in its sole discretion, whose
determination shall be final and binding on all parties. The Company reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by the Company not to be in proper form or the acceptance of
which, or exchange for, may, in the view of the Company or its counsel, be
unlawful.

         All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns of the undersigned.

                                       2


Name(s) of Registered Holder(s): _______________________________________________

________________________________________________________________________________
                                  Please Print

Address(es): ___________________________________________________________________

             ___________________________________________________________________

Area Code and Tel. No(s): ______________________________________________________

                             x__________________________________________________

                             x__________________________________________________
                               Signature(s) of Owner(s) or Authorized Signatory

         Must be signed by the registered holder(s) of the tendered Outstanding
Notes as their name(s) appear(s) on certificates for such tendered Outstanding
Notes, or on a security position listing, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.



                    Aggregate Principal
Certificate No(s)   Amount Represented    Aggregate Principal
 (if available)       by Certificate        Amount Tendered
- -----------------   -------------------   -------------------
                                    
- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------

- -----------------   -------------------   -------------------


         If Outstanding Notes will be delivered by book-entry transfer to The
Depository Trust Company, provide the following information:

Signature: _____________________________________________________________________

Account Number :________________________________________________________________

Date:___________________________________________________________________________

               THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED

                                       3


                                    GUARANTEE
                    (Not to be used for signature guarantee)

         The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees delivery to the
Exchange Agent, at one of its addresses set forth above, either certificates for
the Outstanding Notes tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of such Outstanding Notes to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any
other documents required by the Letter of Transmittal, all within three (3)
business days after the date of execution of this Notice of Guaranteed Delivery.

         The undersigned acknowledges that it must communicate the guarantee to
the Exchange Agent and must deliver the Letter of Transmittal and certificates
for the Outstanding Notes tendered hereby to the Exchange Agent within the time
period shown hereon and that failure to do so could result in a financial loss
to the undersigned.

________________________________    _____________________________________
              Firm                         Authorized Signature

________________________________    Name: _______________________________
            Address                           (Please Type or Print)

________________________________    Title: _______________________________
            Zip Code

                                    Dated: _________________________, 2004

Area Code and Tel. No.:_________________________________________________________

         DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT
TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT.

                                        4

EX-5

                                                                       Exhibit 5

                   [LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]

                                December 30, 2003

Berkshire Hathaway Finance Corporation
1440 Kiewit Plaza
Omaha, Nebraska 68131

         Re:      Registration Statement on Form S-4

Ladies and Gentlemen:

         This opinion letter is being delivered by us as special counsel to
Berkshire Hathaway Finance Corporation, a Delaware corporation ("BHFC") and
Berkshire Hathaway Inc., a Delaware corporation ("Berkshire") in connection with
the proposed registration by BHFC and Berkshire of (i) $750,000,000 in aggregate
principal amount of BHFC's 3.375% Senior Notes due 2008 (the "New 3.375%
Notes"), unconditionally guaranteed by Berkshire (the "2008 Berkshire
Guarantee") and (ii) $750,000,000 in aggregate principal amount of BHFC's 4.625%
Senior Notes due 2013 (the "New 4.625% Notes" and, together with the New 3.375%
Notes, the "Exchange Notes"), unconditionally guaranteed by Berkshire (the "2013
Berkshire Guarantee" and together with the 2008 Berkshire Guarantee, the
"Berkshire Guarantees"), pursuant to a Registration Statement on Form S-4, under
the Securities Act of 1933, as amended (the "Act") (such Registration Statement,
as amended or supplemented, is hereinafter referred to as the "Registration
Statement").

         The Exchange Notes and the Berkshire Guarantees are to be issued
pursuant to an Indenture dated as of October 6, 2003 between BHFC, Berkshire and
Bank One Trust Company, N.A., as trustee (the "Indenture"). The New 3.375% Notes
and the related 2008 Berkshire Guarantee are to be issued in exchange for and in
replacement of BHFC's outstanding 3.375% Senior Notes due 2008, unconditionally
guaranteed by Berkshire, of which $750,000,000 in aggregate principal amount is
subject to an exchange offer pursuant to the Registration Statement (the "Old
3.375% Notes"). The New 4.625% Notes and the related 2013 Berkshire Guarantee
are to be issued in exchange for and in replacement of BHFC's outstanding 4.625%
Senior Notes due 2013, unconditionally guaranteed by Berkshire, of which
$750,000,000 in aggregate principal amount is subject to an exchange offer
pursuant to the Registration Statement (the "Old 4.625% Notes, and together with
the Old 3.375% Notes, the "Outstanding Notes").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for purposes of this opinion.

         For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as



copies and the authenticity of the originals of all documents submitted to us as
copies. We have also assumed the genuineness of the signatures of persons
signing all documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto and the due
authorization, execution and delivery of all documents by the parties thereto.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of BHFC, Berkshire and
others.

         Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law) and (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies.

         Based upon and subject to the assumptions, qualifications, exclusions
and other limitations contained in this letter, we are of the opinion that when
(i) the Registration Statement becomes effective and (ii) the Exchange Notes and
the related Berkshire Guarantees have been duly executed and authenticated in
accordance with the provisions of the Indenture and duly delivered to the
holders of the Outstanding Notes in exchange therefor, the Exchange Notes will
be binding obligations of BHFC and the Berkshire Guarantees will be binding
obligations of Berkshire.

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of delivery of any of the Exchange Notes and the
Berkshire Guarantees, (a) the Board of Directors of BHFC shall have duly
established the terms of such Exchange Notes and duly authorized the issuance
and exchange of such Exchange Notes, in accordance with the Indenture and
Delaware law, and such authorization shall not have been modified or rescinded;
(b) the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; (c) the Indenture
shall have been qualified under the Trust Indenture Act of 1939, as amended; (d)
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; (e) the Berkshire
Guarantees shall have been duly authorized, executed and delivered by Berkshire
in accordance with the Indenture and applicable law and (f) since the date
hereof there will not have occurred any change in law affecting the validity or
enforceability of the Exchange Notes or the Berkshire Guarantees. We have also
assumed that neither the issuance and delivery of the Exchange Notes and the
Berkshire Guarantees nor the compliance by BHFC or Berkshire with the terms of
the Exchange Notes or the Berkshire Guarantees, as applicable, will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon BHFC or Berkshire, as the case may be, or any
restriction imposed by any court or governmental body having jurisdiction over
BHFC or Berkshire, as the case may be.

         We are members of the Bar only of the State of California. This opinion
is limited to the laws of the State of California, the General Corporation Law
of the State of Delaware, and the federal laws of the United States of America.
We express no opinion as to the laws of any other



jurisdiction and no opinion regarding the statutes, administrative decisions,
rules, regulations or requirements of any county, municipality, subdivision or
local authority of any jurisdiction. We note that the law of the State of New
York is stated to be the governing law in each of the Indenture, the Exchange
Notes and the Berkshire Guarantees. We have assumed with your permission, and
without verification, that the law of the State of California governs the
Indenture, the Exchange Notes and the Berkshire Guarantees with respect to the
legal, valid, and binding nature thereof. Furthermore, we express no opinion as
to whether a court applying California choice-of-law rules would apply the law
of the State of New York to the Indenture, the Exchange Notes and the Berkshire
Guarantees.

         We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our name in the Registration
Statement and the related Prospectuses. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

                                                 Very truly yours,

                                                 /s/ MUNGER, TOLLES & OLSON LLP

EX-8

                                                                       Exhibit 8

                   [LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]
                                                                  (213)683-9100
                                                               (213)687-3702 FAX
                                December 30, 2003

Berkshire Hathaway Finance Corporation
1440 Kiewit Plaza
Omaha, Nebraska 68131

Ladies and Gentlemen:

                  We have acted as special counsel to Berkshire Hathaway Finance
Corporation, a Delaware corporation (the "Corporation"), in connection with the
preparation and filing of a Registration Statement on Form S-4 (File No.
333-[____]) (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the registration under the Act of (i) $750,000,000 aggregate
principal amount of 3.375% Senior Notes Due 2008, unconditionally guaranteed by
Berkshire Hathaway Inc. ("Berkshire") (the "2008 Exchange Notes"), to be offered
by the Corporation in exchange for a like principal amount of its issued and
outstanding 3.375% Senior Notes Due 2008, unconditionally guaranteed by
Berkshire (the "2008 Outstanding Notes") and (ii) $750,000,000 aggregate
principal amount of 4.3625% Senior Notes Due 2013, unconditionally guaranteed by
Berkshire (the "2013 Exchange Notes"), to be offered by the Corporation in
exchange for a like principal amount of its issued and outstanding 4.625% Senior
Notes Due 2013, unconditionally guaranteed by Berkshire (the "2013 Outstanding
Notes").

                  We hereby confirm, based on the assumptions and subject to the
qualifications and limitations set forth therein, that the statements in the
section of the Registration Statement captioned "Material United States Federal
Income Tax Consequences," to the extent that such statements constitute
statements of law, reflect our opinion of the material federal income tax
consequences regarding the exchange of (i) 2008 Outstanding Notes for 2008
Exchange Notes and (ii) 2013 Outstanding Notes for 2013 Exchange Notes. No
opinion is expressed on matters other than those specifically referred to
herein.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name and reference to our
opinion under the heading "Material



United States Federal Income Tax Consequences" in the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act and
regulations of the Commission issued thereunder.

                                                Very truly yours,

                                                /s/ MUNGER, TOLLES & OLSON LLP

EX-12

                                                                      EXHIBIT 12

                             Berkshire Hathaway Inc.
      Statement Regarding Calculation of Ratio of Consolidated Earnings to
                           Consolidated Fixed Charges
                              (Dollars in millions)



                                                               Nine Months Ended                Years Ended December 31,
                                                               ------------------  ------------------------------------------------
                                                               September 30, 2003   2002       2001       2000       1999     1998
                                                               ------------------  -------    -------    -------    ------   ------
                                                                                                           
Net earnings                                                         $ 5,765       $ 4,286    $   795    $ 3,328    $1,557   $2,830
  Income tax expense                                                   2,649         2,060        590      1,997       852    1,457
  Minority interests in earnings                                          53            14         53        241        41       27
  Equity in earnings of MidAmerican Energy Holdings Company             (330)         (360)      (134)       (85)        -        -
  Fixed charges *                                                        444           837      1,069        986       773      163
                                                                     -------       -------    -------    -------    ------   ------
Earnings available for fixed charges                                 $ 8,581       $ 6,837    $ 2,373    $ 6,467    $3,223   $4,477
                                                                     =======       =======    =======    =======    ======   ======

Realized investment gains, pre-tax, included in
  earnings available for fixed charges                               $ 2,848       $   918    $ 1,488    $ 4,499    $1,247   $2,584
                                                                     =======       =======    =======    =======    ======   ======

Fixed charges *

  Interest on indebtedness (including amortization
    of debt discount and expense)                                    $   354       $   725    $   968    $   916    $  715   $  130
  Rentals representing interest                                           90           112        101         70        58       33
                                                                     -------       -------    -------    -------    ------   ------
                                                                     $   444       $   837    $ 1,069    $   986    $  773   $  163
                                                                     =======       =======    =======    =======    ======   ======


Ratio of earnings to fixed charges *                                   19.33x         8.17x      2.22x      6.56x     4.17x   27.47x
                                                                     =======       =======    =======    =======    ======   ======
Ratio of earnings, excluding realized investment
  gains, to fixed charges *                                            12.91x         7.07x      0.83x      2.00x     2.56x   11.61x
                                                                     =======       =======    =======    =======    ======   ======


- -------------

* Includes fixed charges of finance businesses. Fixed charges of finance
businesses were as follows:



                                                            Nine Months Ended                Years Ended December 31,
                                                            ------------------  ------------------------------------------------
                                                            September 30, 2003   2002       2001       2000       1999     1998
                                                            ------------------  -------    -------    -------    ------   ------
                                                                                                        
                                                                 $   242        $   536    $   762    $   774    $  586   $   21


Excluding fixed charges of finance businesses the ratios of earnings to fixed
charges were as follows:



                                                            Nine Months Ended                Years Ended December 31,
                                                            ------------------  ------------------------------------------------
                                                            September 30, 2003   2002       2001       2000       1999     1998
                                                            ------------------  -------    -------    -------    ------   ------
                                                                                                        
Including realized investment gains                              41.28x         20.93x      5.25x      26.85x    14.10x   31.38x
Excluding realized investment gains                              27.18x         17.88x      0.40x       5.63x     7.43x   13.18x




Berkshire Hathaway Inc.
Calculation of Ratio of to Fixed Charges
(Dollars in millions)



                                  1998      1999      2000      2001     2002    Q3 2003
                                  -----     -----     -----     -----    -----   -------
                                                               
TOTAL

Net earnings                      2,830     1,557     3,328       795    4,286     5,765

Income tax expense                1,457       852     1,997       590    2,060     2,649
Min int in earnings                  27        41       241        53       14        53
Income from Mid-American                                (85)     (134)    (360)     (330)
Fixed charges - Ins & Other         142       187       212       307      301       202
                                  -----     -----     -----     -----    -----   -------
Earn avail for fixed chgs         4,456     2,637     5,693     1,611    6,301     8,339
                                  =====     =====     =====     =====    =====   =======

RIG - ins & other                 2,415     1,365     3,955     1,363      637     2,492
RIG - fin bus (rlzd + unrlzd)       169      (118)      544       125      281       356
RIG - total pretax                2,584     1,247     4,499     1,488      918     2,848
                                  =====     =====     =====     =====    =====   =======

Fixed charges - Ins & Other
 Int on debt                        109       134       144       209      194       116
 Int on sav acct
 Rent representing int               33        53        68        98      107        86
                                  -----     -----     -----     -----    -----   -------
                                    142       187       212       307      301       202
                                  =====     =====     =====     =====    =====   =======

Ratios - Ins & Other
Earn/fixed charges                31.38     14.10     26.85      5.25    20.93     41.28
                                  =====     =====     =====     =====    =====   =======

Earn/fixed charges ex RIG         13.18      7.43      5.63      0.40    17.88     27.18
                                  =====     =====     =====     =====    =====   =======

Fixed charges Ins & Other           142       187       212       307      301       202
Fixed charges Fin Bus                21       586       774       762      536       242
                                  -----     -----     -----     -----    -----   -------
                                    163       773       986     1,069      837       444
                                  -----     -----     -----     -----    -----   -------
Earn avail for fixed chgs         4,477     3,223     6,467     2,373    6,837     8,581
                                  =====     =====     =====     =====    =====   =======

Fixed charges - Fin Bus
 Int on debt                         21       581       772       759      531       238
 Rent repr int                        0         5         2         3        5         4
                                  -----     -----     -----     -----    -----   -------
Fixed charges Fin Bus                21       586       774       762      536       242
                                  =====     =====     =====     =====    =====   =======

Ratios - Ins & Other + Fin Bus
Earn/fixed charges                27.47      4.17      6.56      2.22     8.17     19.33
                                  =====     =====     =====     =====    =====   =======
Earn/fixed charges ex RIG         11.61      2.56      2.00      0.83     7.07     12.91
                                  =====     =====     =====     =====    =====   =======

FIXED CHARGES TOTAL
 Int on debt                        130       715       916       968      725       354
 Int on sav acct
 Rent representing int               33        58        70       101      112        90
                                  -----     -----     -----     -----    -----   -------
                                    163       773       986     1,069      837       444
                                  =====     =====     =====     =====    =====   =======




Income from Mid-American           2000       2001      2002      Q3 2003
                                   -----     -----     -----      -------
                                                      
for 2001 10K                       (105)     (165)        -           -  equity earnings + trust prfrd interest (no tax effect)
for 2002 10K                        (66)     (115)     (317)          -  equity earnings
for 2003 S-4 & 10K                  (85)     (134)     (360)       (330) equity earnings + trust prfrd interest - income taxes -
                                                                         min int (income taxes = 10.5% on equity earnings,
                                                                         approx. 35% on trust pfrd interest)




Berkshire Hathaway Inc.
Calculation of Ratio of Earning
(Dollars in millions)

TOTAL

Net earnings

Income tax expense
Min int in earnings
Income from Mid-American
Fixed charges - Ins & Other
Earn avail for fixed chgs

RIG - ins & other
RIG - fin bus (rlzd + unrlzd)
RIG - total pretax

Fixed charges - Ins & Other
 Int on debt
 Int on sav acct
 Rent representing int

Ratios - Ins & Other
Earn/fixed charges

Earn/fixed charges ex RIG

Fixed charges Ins & Other
Fixed charges Fin Bus

Earn avail for fixed chgs

Fixed charges - Fin Bus
 Int on debt
 Rent repr int
Fixed charges Fin Bus

Ratios - Ins & Other + Fin Bus
Earn/fixed charges

Earn/fixed charges ex RIG

FIXED CHARGES TOTAL
 Int on debt
 Int on sav acct
 Rent representing int

Income from Mid-American

for 2001 10K
for 2002 10K
for 2003 S-4 & 10K


Berkshire Hathaway Inc.
Rentals



                       1998         1999           2000         2001          2002       Q3 2003 YTD
                    ----------   -----------   -----------   -----------   -----------   -----------
                                                                       
OBH EX BEN             131,948       141,699       160,147       154,943       132,015        99,011
INS GROUP            3,266,410     3,020,412     3,591,371     4,564,549     5,281,853     3,961,390
PRECISION              329,029       737,362       737,520
SEE'S               16,375,243    16,445,237    16,944,172    19,284,986    19,918,573    14,938,930
BUFFALO                508,625       519,593                     449,781       455,861       341,896
BLUE CHIP                    0
CORT                         0                  22,308,000    26,432,389    31,566,000    23,674,500
NE FURN MART           121,535       138,775       313,888       309,008       271,214       203,411
SFZ EX SFFG          4,826,000     5,633,000     5,473,296     5,647,000     5,748,000     4,311,000
FECHHEIMER           2,384,984     2,378,118     2,171,079     1,974,798     1,647,546     1,235,660
GATEWAY                 36,113        37,694        39,557
NO. STATES                   0        55,868        50,773
BORSHEIMS              480,522       480,522       480,522       469,856       469,856       352,392
ARS/NEW AMER                 0
BROWN                1,800,858     1,970,510     4,374,366     9,982,401     7,401,000     5,550,750
LOWELL & HHB RET     2,778,045     2,759,001
DEXTER               5,475,162     5,470,000     5,460,000
HELZBERGS           21,845,867    24,720,171    26,635,608    28,378,567    31,671,619    23,753,714
RC WILLEY            1,134,650     4,712,214     2,052,125     4,088,576     1,226,902       920,177
GEICO               23,523,818    26,801,914    38,423,654    47,663,137    52,127,664    39,095,748
Gen Re                            42,429,274    45,000,000    39,900,000    43,000,000    32,250,000
FlightSafety         3,234,606     4,013,569     4,977,764     3,995,531     2,992,382     2,244,287
Star Furniture       2,016,442     6,376,633     7,094,546     7,132,068     2,719,819     2,039,864
Dairy Queen          6,461,000     6,126,000     6,014,000     6,032,000     6,058,000     4,543,500
Exec Jet               856,000     3,113,000     3,296,000     3,444,000     4,973,000     3,729,750
Jordans                              110,605     1,535,000     1,772,000     2,305,000     1,728,750
Ben Bridge                                       5,594,863     8,170,561    10,632,098     7,974,074
Justin Industries                                1,355,000     2,862,000     3,091,059     2,318,294
Benjamin Moore                                     449,000    14,470,000    14,180,000    10,635,000
Johns Manville                                                12,988,000    14,000,000    10,500,000
MiTek                                                          2,368,000     4,320,000     3,240,000
Shaw                                                          43,567,919    36,744,123    27,558,092
Albecca                                                                      8,376,000     6,853,091
Fruit                                                                        8,749,926     9,843,667
Garan                                                                        1,405,000     3,161,250
CTB Intl                                                                       185,000       832,500
Pampered Chef                                                                  995,012     4,477,554
McLane                                                                                     6,145,379
                    ----------   -----------   -----------   -----------   -----------   -----------
EX FIN GRP          97,586,857   158,191,171   204,532,251   296,102,070   322,644,522   258,513,629
MUTUAL
SFFG                   290,000       176,000         1,704         2,000         2,000         1,500
BLN                                   37,889        39,886
XTRA                                                           3,000,000     8,600,000     6,450,000
Clayton                                                                                      893,333
Gen Re                            15,570,726     5,000,000     5,100,000     5,000,000     3,750,000
                    ----------   -----------   -----------   -----------   -----------   -----------
                       290,000    15,784,615     5,041,590     8,102,000    13,602,000    11,094,833
                    ----------   -----------   -----------   -----------   -----------   -----------
TOTAL               97,876,857   173,975,786   209,573,841   304,204,070   336,246,522   269,608,462
                    ==========   ===========   ===========   ===========   ===========   ===========

 1/3 ASSUMED TO REPRESENT INTEREST
EX FIN BUS          32,528,952    52,730,390    68,177,417    98,700,690   107,548,174    86,171,210
FIN BUS                 96,667     5,261,538     1,680,530     2,700,667     4,534,000     3,698,278
                    ----------   -----------   -----------   -----------   -----------   -----------
TOTAL               32,625,619   57,991,929     69,857,947   101,401,357   112,082,174    89,869,487
                    ==========   ===========   ===========   ===========   ===========   ===========

EX-23.1

                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Berkshire Hathaway Inc. on Form S-4 of our reports dated March 6, 2003,
appearing in the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the
year ended December 31, 2002 (which report expresses an unqualified opinion and
includes an explanatory paragraph regarding the adoption of Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets")
and to the reference to us under the heading "Experts" in the Prospectuses,
which are part of this Registration Statement.

DELOITTE & TOUCHE LLP
Omaha, NE
December 29, 2003

EX-25.1

                                                                    EXHIBIT 25.1


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

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
              (Exact name of trustee as specified in its charter)

                                                           95-4655078
       (State of incorporation                          (I.R.S. employer
       if not a national bank)                        identification No.)

       1999 AVENUE OF THE STARS - FLOOR 26
       LOS ANGELES, CA                                             90067
       (Address of principal executive offices)                (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611

            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                     BERKSHIRE HATHAWAY FINANCE CORPORATION
               (Exact name of obligor as specified in its charter)

                    DELAWARE                             45-0524698
        (State or other jurisdiction of              (I.R.S. employer
         incorporation or organization)             identification No.)

        1440 KIEWIT PLAZA
        OMAHA, NEBRASKA                                68131
        (Address of principal executive offices)    (Zip Code)

                                 DEBT SECURITIES
                       (Title of the indenture securities)

- --------------------------------------------------------------------------------



ITEM 1.           GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Comptroller of the Currency, Washington, D.C.
                  Board of Governors of the Federal Reserve System, Washington,
                  D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                  Yes.

ITEM 2.           AFFILIATIONS WITH OBLIGOR.

         If the Obligor is an affiliate of the trustee, describe each such
affiliation.

         None.

NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS
NOT IN DEFAULT AS PROVIDED UNDER ITEM 13.

ITEM 16.          LIST OF EXHIBITS.

         List below all exhibits filed as part of this statement of eligibility.

         Exhibit 1.        Articles of Association of the Trustee as Now in
                           Effect (see Exhibit 1 to Form T-1 filed in connection
                           with Form 8K of the Southern California Water Company
                           filing, dated December 7, 2001, which is incorporated
                           by reference).

         Exhibit 2.        Certificate of Authority of the Trustee to Commence
                           Business (see Exhibit 2 to Form T-1 filed in
                           connection with Registration Statement No. 333-41329,
                           which is incorporated by reference).

         Exhibit 3.        Authorization of the Trustee to Exercise Corporate
                           Trust Powers (contained in Exhibit 2).

         Exhibit 4.        Existing By-Laws of the Trustee (see Exhibit 4 to
                           Form T-1 filed in connection with Form 8K of the
                           Southern California Water Company filing, dated
                           December 7, 2001, which is incorporated by
                           reference).

         Exhibit 5.        Not Applicable

         Exhibit 6.        The consent of the Trustee required by Section 321
                           (b) of the Act (see Exhibit 6 to Form T-1 filed in
                           connection with Registration Statement No. 333-41329,
                           which is incorporated by reference).

         Exhibit 7.        A copy of the latest report of condition of the
                           Trustee, published pursuant to law or the
                           requirements of its supervising or examining
                           authority.

         Exhibit 8.        Not Applicable

         Exhibit 9.        Not Applicable

                                       2


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of San Francisco, and
State of California, on the 9th day of December, 2003.


                                J. P. Morgan Trust Company, National Association

                                     By /s/ Sharon McGrath
                                        -----------------------------
                                        Sharon McGrath
                                        Authorized Officer

                                       3


EXHIBIT 7.        Report of Condition of the Trustee.

CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, National
                                    Association
                                    --------------------------------------------
                                                  (Legal Title)

AS OF CLOSE OF BUSINESS ON June 30, 2003



                                             ($000)
                                            --------
                                         
Assets
  Cash and Due From Banks                   $ 30,669
  Securities                                 106,073
  Loans and Leases                            41,488
  Premises and Fixed Assets                    9,168
  Intangible Assets                          162,542
  Other Assets                                17,245
                                            --------
     Total Assets                           $367,185
                                            ========
Liabilities
  Deposits                                  $ 97,653
  Other Liabilities                           47,491
                                            --------
     Total Liabilities                       145,144
Equity Capital
  Common Stock                                   600
  Surplus                                    181,587
  Retained Earnings                           39,854
                                            --------
     Total Equity Capital                    222,041
                                            --------
     Total Liabilities and Equity Capital   $367,185
                                            --------


                                       4