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): December 128, 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 85.01 ~~Other~~Change ~~Events~~in Control of Registrant

OnAs ~~December~~reported 2in Item 5.07, ~~2011~~herein, the ~~Company,~~shareholders ~~Ameritas~~of ~~Life~~BNL ~~Insurance~~Financial ~~Corp.,~~Corporation ~~Lincoln,~~(“BNL” ~~Nebraska,~~or (the “~~Ameritas~~Company”) approved an Agreement and ~~Ameritas’~~Plan ~~merger~~of ~~subsidiary~~Merger ~~entered~~whereby ~~into~~Ameritas aLife ~~definitive~~Insurance ~~agreement~~Corp., ~~for~~as aof ~~cash~~the ~~out~~Effective ~~merger~~Date ~~transaction~~of ~~with~~the ~~Ameritas~~Merger, ~~for~~will abecome ~~total~~the ~~merger~~sole ~~consideration~~shareholder of ~~$35~~BNL,~~000,000~~ ~~for~~the ~~all~~surviving ofcorporation, and the ~~Company’s~~previous ~~outstanding~~shares of Common Stock ~~and~~of ~~unexercised~~BNL ~~options. At~~will be converted into the ~~effective~~right ~~time~~to ofreceive the ~~merger~~cash ~~each~~Merger ~~share~~Consideration, ofall as prescribed in the ~~Company’s~~Merger ~~outstanding~~Agreement. The ~~Common~~Effective ~~Stock~~Date ~~will~~of bethe ~~canceled~~Merger and ~~converted~~the ~~into~~time of the ~~right~~change toof ~~receive~~control ~~approximately~~is $211:59 p.31m., ~~per~~Central ~~share~~time, on December 31, 2011.

~~The~~Item ~~merger~~5.07 isSubmission ~~subject~~of Matters to ~~approval~~a byVote ~~the~~of ~~Arkansas~~Security ~~Insurance Commissioner and customary closing conditions~~Holders.

The Company’s ~~Board~~Special Meeting of ~~Directors~~Shareholders ~~has~~was ~~set~~held on December 28, 2011 (the “Special Shareholders’ Meeting”). A quorum was present, ~~for~~in aperson ~~special~~or ~~meeting~~by ofproxy, ~~shareholders~~at tothe ~~consider~~Special ~~and~~Shareholders’ ~~vote~~Meeting, onand the ~~Ameritas~~matter ~~merger~~voted on and ~~set~~the ~~December~~number 1of votes cast for, ~~2011~~against or abstain, as well as the ~~shareholder~~number ~~record~~of ~~date~~abstentions ~~for~~and ~~the~~broker ~~right~~non-votes, toas ~~vote~~applicable, atare ~~the~~set ~~special~~forth ~~meeting.~~below:

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

		Votes For				Votes Against				Abstain				Broker No Votes
The proposal to approve the Agreement and Plan of Merger (“Merger Agreement”), dated as of December 2, 2011, among Ameritas Life Insurance Corp., a Nebraska domestic stock insurance company (“Ameritas”), Ameritas Life Holdings, Inc., a Nebraska corporation and wholly owned subsidiary of Ameritas (“ALH” or “Merger Sub”), and BNL, pursuant to which BNL will be acquired by Ameritas (the “Merger”).			10,943,144				0				1,230				0

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: December 2, 2011	By:	/s/ Barry N. Shamas
Date: December 30, 2011	By:	/s/ Barry N. Shamas
		Barry N. Shamas
		Executive Vice President and Chief Operating Officer

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