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): ~~August~~December 108, 2010

Bancinsurance Corporation
__________________________________________
(Exact name of registrant as specified in its charter)


Ohio	0-8738	31-0790882
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

250 East Broad Street, 7th Floor, Columbus, Ohio		43215
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		614-220-5200

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~August~~December 108, 2010, ~~Bancinsurance~~at ~~Corporation,~~a anspecial ~~Ohio~~meeting ~~corporation~~of the shareholders (the "Special Meeting") of Bancinsurance Corporation ("Bancinsurance"), ~~entered~~Bancinsurance’s ~~into~~shareholders anvoted to adopt the Agreement and Plan of Merger, ~~(the~~dated ~~"Merger~~as ~~Agreement")~~of ~~with~~August 10, 2010, by and among Fenist, LLC, an Ohio limited liability company ("~~Parent~~Acquiror"), ~~and~~ Fenist Acquisition Sub, Inc., ~~a wholly-owned subsidiary of Parent and~~ an Ohio corporation ("Acquisition Sub"), ~~pursuant to which Acquisition Sub will be merged with~~ and ~~into~~ Bancinsurance, ~~with Bancinsurance surviving as a direct wholly-owned subsidiary of Parent~~ (the "Merger Agreement"). Atand ~~the~~approve ~~effective time of~~ the ~~Merger,~~merger ~~Parent will be owned, directly or indirectly, by John S. Sokol (the Chairman~~ of ~~the~~Acquisition ~~Board,~~Sub ~~Chief~~with ~~Executive Officer~~ and ~~President~~into of Bancinsurance), ~~Barbara~~contemplated K.thereby ~~Sokol, James K. Sokol, Carla A. Sokol, Falcon Equity Partners, L.P., Matthew D. Walter~~ (~~a member of~~ the ~~Board of Directors of Bancinsurance~~"Merger")~~, Daniel J~~. ~~Clark,~~The ~~Joseph~~adoption E.of ~~LoConti,~~the ~~Edward~~Merger ~~Feighan~~Agreement and ~~Charles~~approval ~~Hamm~~of ~~(collectively~~ the ~~"Proposing~~Merger ~~Persons")~~required – the ~~Bancinsurance~~affirmative ~~shareholders~~vote ~~who, as previously reported, have submitted proposals to Bancinsurance’s Board~~ of ~~Directors (~~the ~~"Board")~~holders toof ~~take~~a ~~Bancinsurance~~majority ~~private. The Proposing Persons collectively beneficially own approximately 70%~~ of the ~~issued and~~ outstanding common shares, nowithout par value, of Bancinsurance (~~collectively,~~ the "Common Shares"). Ifthat ~~the~~were Merger is consummated, each Bancinsurance shareholder (other than Bancinsurance and its subsidiaries, Parent, Acquisition Sub and the Proposing Persons) (collectively, the "Unaffiliated Shareholders") will be entitled to ~~receive~~vote ~~$8.50~~at ~~in cash, without interest, for each Common Share (including restricted Common Shares whether or not then vested) that~~ the ~~Unaffiliated~~Special ~~Shareholder~~Meeting. Holders ~~owns~~of ~~(the~~approximately ~~"Merger Consideration"), unless such shareholder has sought and properly perfected its appraisal rights under Ohio law~~87.6% ~~In addition, immediately before the effective time~~ of ~~the~~these ~~Merger,~~shares ~~Bancinsurance~~voted ~~will (i) cause each issued and outstanding option to purchase Common Shares (whether or not exercisable or vested) to be cancelled automatically and converted into the right to receive an amount~~ in ~~cash~~favor ~~per~~of ~~Common Share equal to~~ the ~~excess~~adoption of the Merger ~~Consideration~~Agreement ~~over the exercise price of the option~~ and ~~(ii)~~approval ~~pay such excess amount to the holder~~ of the ~~option.Bancinsurance expects that the closing of the~~ Merger, ~~will~~representing ~~occur~~approximately in99.2% ~~the fourth quarter~~ of ~~2010, subject to regulatory approvals and other customary closing conditions, including (i) Acquisition Sub obtaining debt financing on~~ the ~~terms~~votes ~~set~~cast.The ~~forth in the debt financing commitment letter it has received and (ii) the~~ adoption of the Merger Agreement and approval of the Merger byalso ~~(A)~~required the ~~holders~~affirmative ofvote ~~a majority~~ of the ~~issued and outstanding Common Shares and (B) the~~ holders of a majority of the ~~issued and~~ outstanding Common Shares that ~~are~~were held by ~~Unaffiliated Shareholders who cast votes for or against~~ the ~~Merger (whether in person or by proxy) at the special meeting of~~ shareholders of Bancinsurance toother bethan ~~held~~Acquiror ~~for the purpose of voting on the adoption of the Merger Agreement~~ and ~~approval~~affiliates of ~~the~~Acquiror ~~Merger.The Special Committee formed by the Board to evaluate the fairness of the Merger to the Unaffiliated Shareholders~~ and ~~to negotiate the Merger unanimously concluded, based in part on a fairness opinion issued to it by its financial advisor,~~ that ~~the~~were ~~Merger~~voted isat ~~advisable and fair to and in~~ the best interests of Bancinsurance and the Unaffiliated Shareholders and unanimously recommended that the Board adopt the Merger Agreement, approve the Merger and recommend that the shareholders of Bancinsurance vote for the adoption of the Merger Agreement and approval of the Merger. The Board, acting upon the recommendation of the Special ~~Committee,~~Meeting ~~has~~(whether ~~unanimously adopted the Merger Agreement and approved the Merger and recommended that Bancinsurance’s shareholders vote~~ in ~~favor~~person ofor the adoption of the Merger Agreement and approval of the Merger. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, ~~the~~proxy) ~~full~~for ~~text~~or ofagainst the ~~Merger~~adoption Agreement which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been included to provide investors and shareholders with information regarding its terms. It is not intended to provide any factual information about Bancinsurance. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and ~~as of specific dates set forth therein, were solely for~~ the ~~benefit~~approval of the ~~parties to the~~ Merger ~~Agreement and may be subject to limitations agreed upon by the contracting parties~~. Holders ~~Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations~~ of ~~the~~approximately ~~actual state of facts or conditions of Bancinsurance, Parent or Acquisition Sub or any of their respective subsidiaries or affiliates~~96.7% ~~Moreover, information concerning the subject matter~~ of ~~the~~these ~~representations~~shares ~~and~~voted ~~warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected~~ in ~~Bancinsurance’s~~favor public disclosure.IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER WILL BE FILED WITH THE SEC:In connection with the proposed Merger, Bancinsurance plans to file a proxy statement with the SEC relating to the solicitation of ~~proxies from its shareholders in connection with a special meeting of shareholders of Bancinsurance to be held for~~ the ~~purpose of voting on the~~ adoption of the Merger Agreement and approval of the Merger. Before making any voting decision with respect to the proposed transaction, investors and security holders are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the proposed transaction. The proxy statement (when available) and any other documents filed by Bancinsurance with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or from Bancinsurance by directing a request to Bancinsurance Corporation, 250 East Broad Street, 7th Floor, Columbus, Ohio 43215, Attn: Matthew C. Nolan, Secretary; telephone (614) 220-5200.Bancinsurance and its executive officers, directors and other members of its management and employees may be deemed to be participants in the solicitation of proxies from Bancinsurance’s shareholders with respect to the proposed Merger. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other relevant materials to be filed with the SEC. Information regarding Bancinsurance’s directors and executive officers is available in Bancinsurance’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC on March 1, 2010. The proxy statement (when available) and any other documents filed by Bancinsurance with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or from Bancinsurance by directing a request to Bancinsurance Corporation, 250 East Broad Street, 7th Floor, Columbus, Ohio 43215, Attn: Matthew C. Nolan, Secretary; telephone (614) 220-5200.

Item 8.01 Other Events.

On ~~August~~December 119, 2010, Bancinsurance ~~issued~~filed a ~~press~~Certificate ~~release~~of ~~announcing~~Merger ~~that~~with itthe ~~has~~Secretary ~~entered~~of ~~into~~State of the ~~Merger~~State ~~Agreement.~~of AOhio, ~~copy~~pursuant ofto ~~the~~which ~~press~~Acquisition ~~release~~Sub ismerged ~~attached~~with asand ~~Exhibit~~into ~~99.1~~Bancinsurance, ~~hereto~~with ~~and~~Bancinsurance ~~incorporated~~continuing ~~herein~~as bythe ~~this~~surviving ~~reference~~corporation.~~FORWARD-LOOKING~~ ~~INFORMATION:Certain~~As ~~statements~~a ~~made~~result inof ~~this~~the ~~Current~~Merger, ~~Report~~Bancinsurance onbecame ~~Form~~a ~~8-K~~wholly ~~are~~owned ~~forward-looking,~~subsidiary ~~including~~of ~~statements~~Acquiror. ~~that~~Under ~~assume~~ the ~~successful~~terms ~~completion~~ of the Merger Agreement, ~~and~~at ~~are~~the ~~made~~effective ~~pursuant~~time toof the ~~safe~~Merger, ~~harbor~~each ~~provisions~~Common ofShare ~~the~~was ~~Private~~canceled ~~Securities~~and ~~Litigation~~ceased ~~Reform~~to ~~Act~~exist ofand, ~~1995.~~except ~~Forward-looking~~for ~~statements~~those ~~convey~~Common ~~our~~Shares ~~current~~held ~~expectations~~by Bancinsurance or ~~forecast~~its ~~future~~subsidiaries, ~~events.~~Acquiror ~~All~~or ~~statements~~shareholders ~~contained~~that inperfect ~~this~~their ~~Form~~dissenters’ ~~8-K,~~rights ~~other~~under ~~than~~Ohio ~~statements~~law, ofautomatically ~~historical~~converted ~~fact,~~into ~~may~~the beright ~~considered~~to ~~forward-looking~~receive ~~statements~~$8.50 ~~The~~in ~~words "may~~cash," ~~"continue,"~~without ~~"estimate,"~~interest ~~"intend,"~~(the "~~plan,"~~Merger Consideration"~~will,"~~).Acquiror ~~"believe,"~~is ~~"project~~owned," ~~"expect~~directly or indirectly," ~~"anticipate"~~by ~~and~~John ~~similar~~S. ~~expressions~~Sokol ~~generally~~(the ~~identify~~Chairman ~~forward-looking~~of ~~statements~~Bancinsurance’s ~~but~~Board of Directors (the ~~absence~~"Board") ofand ~~these~~the ~~words~~Chief ~~does~~Executive ~~not~~Officer ~~necessarily~~and ~~mean~~President ~~that~~of aBancinsurance), ~~statement~~Barbara isK. ~~not~~Sokol ~~forward-looking~~(John S. ~~Forward-looking~~Sokol’s ~~statements~~mother), ~~are~~Falcon ~~not~~Equity ~~guarantees~~Partners, ofL.P. ~~future~~(an ~~performance~~Ohio ~~and~~limited ~~involve~~partnership ~~risks~~whose ~~and~~only ~~uncertainties~~partners ~~that~~are ~~may~~members ~~cause~~of ~~actual~~the ~~results~~Sokol tofamily ~~differ~~and ~~materially~~trusts ~~from~~for ~~those~~their ~~statements~~benefit), Matthew D. ~~These~~Walter ~~risks~~(a member of the Board) and ~~uncertainties~~certain ~~include~~other shareholders of Bancinsurance (collectively, ~~but~~the ~~are~~"Rollover ~~not~~Shareholders"). ~~limited~~Immediately prior to the Merger, the ~~risk~~Rollover ~~that~~Shareholders contributed to Acquiror all the ~~Bancinsurance~~Common ~~shareholders~~Shares dothey ~~not~~beneficially ~~adopt~~owned (approximately 67% of the ~~Merger~~outstanding ~~Agreement~~Common ~~and~~Shares ~~approve~~entitled ~~the~~to ~~Merger~~vote ~~and~~at the ~~risk~~Special ~~that~~Meeting), ~~the~~except ~~Merger~~for isthose ~~not~~Common ~~consummated~~Shares underlying ~~for~~currently ~~other~~exercisable ~~reasons~~options.Before ~~For~~the aeffective ~~discussion~~time of ~~these~~the ~~and~~Merger, ~~further~~(1) ~~risks~~all ~~and~~outstanding ~~uncertainties~~options to purchase Common Shares, ~~please~~whether ~~see~~or ~~our~~not ~~filings~~exercisable ~~with~~or ~~the~~vested, ~~Securities~~were canceled and ~~Exchange~~converted ~~Commission,~~into ~~including~~the ~~our~~right ~~Annual~~to ~~Report~~receive onan ~~Form~~amount ~~10-K~~in ~~for~~cash per option equal to the ~~year~~excess ~~ended~~of ~~December~~the ~~31,~~Merger ~~2009.~~Consideration Weover ~~file~~the ~~annual,~~per ~~quarterly~~share ~~and~~exercise ~~current~~price ~~reports,~~of ~~proxy~~the ~~statements~~option and ~~other~~(2) ~~information~~Bancinsurance ~~with~~paid such amount to the ~~SEC.~~holders ~~You~~of ~~may~~the ~~read~~options.At ~~and~~the ~~copy~~effective ~~any~~time ~~reports~~of the Merger, ~~statements~~each oroutstanding ~~other~~unvested ~~information~~restricted ~~that~~Common weShare ~~file~~vested, atwas ~~the~~canceled ~~SEC’s~~and ~~public~~ceased ~~reference~~to ~~room~~exist atand, ~~100~~except Ffor ~~Street,~~the ~~N.E.,~~restricted ~~Washington,~~Common ~~D.C.~~Shares held by Acquiror, ~~20549.~~automatically ~~Please~~converted ~~call~~into the ~~SEC~~right atto ~~1-800-SEC-0330~~receive ~~for~~the ~~further~~Merger ~~information~~Consideration. onThe foregoing description of the ~~public~~Merger ~~reference~~Agreement ~~room.~~and ~~Our~~the ~~public~~transactions ~~filings~~contemplated ~~with~~thereby ~~the~~does ~~SEC~~not ~~also~~purport ~~are~~to ~~available~~be atcomplete ~~the~~and ~~Web~~is ~~site~~subject ~~maintained~~to, and qualified in its entirety by reference to, the ~~SEC~~full attext ~~www~~of the Merger Agreement, which is attached hereto as Exhibit 2.~~sec~~1.~~gov.~~

Item 9.01 Financial Statements and Exhibits.

2.1 Agreement and Plan of Merger, dated August 10, 2010, by and among Bancinsurance Corporation, Fenist, LLC, and Fenist Acquisition Sub, Inc.*99.1 Press ~~Release~~(incorporated ~~dated~~herein ~~August~~by ~~11,~~reference ~~2010________________________________________* Exhibits and schedules omitted pursuant~~ to ~~Item~~the ~~601(b)(2)~~Current ofReport ~~Regulation~~on SForm 8-K. ~~Bancinsurance~~filed ~~agrees~~with tothe ~~furnish~~Commission aby ~~supplemental~~Bancinsurance ~~copy~~Corporation ofon anAugust ~~omitted~~12, ~~exhibit or schedule to the SEC upon request.~~2010)

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SIGNATURES

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.

	Bancinsurance Corporation
August 11, 2010	By:	/s/ Matthew C. Nolan
December 9, 2010	By:	/s/ Matthew C. Nolan
		Name: Matthew C. Nolan
		Title: Vice President, Chief Financial Officer, Treasurer and Secretary

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Exhibit Index

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated August 10, 2010, by and among Bancinsurance Corporation, Fenist, LLC, and Fenist Acquisition Sub, Inc.*(incorporated herein by reference to the Current Report on Form 8-K filed with the Commission by Bancinsurance Corporation on August 12, 2010)
99.1		Press Release dated August 11, 2010

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