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                                                                     Exhibit 4.6

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                                OFFER TO EXCHANGE

        $500,000,000 principal amount of its 4.20% Senior Notes Due 2010
     unconditionally guaranteed by Berkshire Hathaway Inc., which have been
registered under the Securities Act of 1933, for any and all 4.20% Senior Notes
         Due 2010, 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 4.20% Senior Notes Due 2010 (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 4.20% Senior
Notes Due 2010 (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 December 22,
         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.



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     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.


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