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): ~~November~~December 81, 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 8.01 Other Events

On ~~November~~December 82, 2011, the Company’s, ~~Board~~Ameritas ofLife ~~Directors~~Insurance ~~unanimously~~Corp., ~~approved~~Lincoln, anNebraska, ~~agreement~~(“Ameritas”) inand ~~principle~~Ameritas’ merger subsidiary entered into a definitive agreement for a cash out merger transaction with Ameritas ~~Life Insurance Corp., Lincoln, Nebraska, (“Ameritas”)~~ for a total merger consideration of $35,000,000 for all of the Company’s outstanding Common Stock and unexercised options. At the effective time of the merger each share of the Company’s outstanding Common Stock will be canceled and converted into the right to receive approximately $2.31 per share.

OnThe ~~November~~merger 3,is ~~2011,~~subject ~~Ameritas’~~to ~~Board~~approval ofby ~~Directors also unanimously approved~~ the ~~merger~~Arkansas ~~transaction~~Insurance Commissioner and ~~merger~~customary ~~agreement~~closing ~~in principle~~conditions.

The Company’s Board of Directors has set December 2128, 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.

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

The Company anticipates that the effective time of the merger will occur before the end of 2011.

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: November 10, 2011	By:	/s/ Barry N. Shamas
Date: December 2, 2011	By:	/s/ Barry N. Shamas
		Barry N. Shamas
		Executive Vice President and Chief Operating Officer

Filing Compare · BNL FINANCIAL CORP