UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~November 278, 2011

BNL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

IOWA	0-16880	42-1239454
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7010 Hwy 71 W., Suite 100, Austin, TX	78735
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 383-0220

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 58.0701 Other ~~Submission of Matters to a Vote of Security Holders.~~Events

~~BNL~~On ~~Financial~~November ~~Corporation~~8, 2011, the Company’s ~~(“BNL”~~Board orof ~~“Company”)~~Directors ~~Annual~~unanimously ~~Meeting~~approved ofan ~~stockholders~~agreement ~~was~~in ~~held~~principle onfor ~~May~~a ~~26,~~cash ~~2011~~out ~~(the~~merger ~~“2011~~transaction ~~Annual~~with ~~Meeting”).~~Ameritas ~~The~~Life ~~matters~~Insurance ~~that~~Corp., ~~were~~Lincoln, ~~voted~~Nebraska, ~~upon~~(“Ameritas”) atfor ~~the~~a ~~2011~~total ~~Annual~~merger ~~Meeting~~consideration of $35,000,000 ~~and~~for all of the ~~number~~Company’s ofoutstanding ~~votes~~Common ~~cast~~Stock ~~for,~~and ~~against~~unexercised oroptions. At ~~withheld,~~the aseffective ~~well~~time asof the ~~number~~merger each share of ~~abstentions~~the ~~and~~Company’s ~~broker~~outstanding ~~non-votes~~Common asStock towill ~~each~~be ~~such~~canceled ~~matter,~~and asconverted ~~applicable,~~into ~~are~~the ~~set~~right ~~forth~~to ~~below~~receive approximately $2.31 per share.

AtOn ~~the~~November ~~2011 Annual Meeting~~3, ~~the stockholders elected thirteen (13) Directors~~2011, ~~who~~Ameritas’ ~~constituted~~Board ~~the full board~~ of ~~directors,~~Directors ~~each~~also ~~for~~unanimously aapproved ~~one~~the ~~year~~merger ~~term~~transaction and ~~ratified~~merger ~~the~~agreement ~~selection~~in ~~of Smith, Carney & Co~~principle.~~, P. C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011.~~

Election of Directors Nominee Name	Votes For		Votes Withheld		Broker No Votes
Wayne E. Ahart		12,142,274		16,338		0
C. Don Byrd		12,142,274		16,338		0
Kenneth Tobey		12,145,274		16,338		0
Barry N. Shamas		12,145,274		16,338		0
Cecil Alexander		12,133,874		16,338		0
Richard Barclay		12,146,276		16,338		0
Eugene A. Cernan		12,131,774		16,338		0
Hayden Fry		12,139,775		16,338		0
John Greig		12,145,775		16,338		0
Roy Ledbetter		12,143,174		16,338		0
John E. Miller		12,143,174		16,338		0
C. James McCormick		12,143,174		16,338		0
Robert R. Rigler		12,142,976		16,338		0

The Company’s Board of Directors has set December 21, 2011, for a special meeting of shareholders to consider and vote on the Ameritas merger and set December 1, 2011, as the shareholder record date for the right to vote at the special meeting.

		Votes For				Votes Against				Abstain				Broker No Votes
Ratification of the selection of Smith, Carney & Co., P. C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011			12,132,856				9,900				17,858				0

The Company’s Board of Directors will solicit proxies for the special meeting pursuant to proxy materials to be filed with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BNL FINANCIAL CORPORATION
Date: June 27, 2011	By:	/s/ Barry N. Shamas
Date: November 10, 2011	By:	/s/ Barry N. Shamas
		Barry N. Shamas
		Executive Vice President and Chief Operating Officer

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