8-K

                                  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 13, 2005
                                                           -------------

                                BNS Holding, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                               1-5881                20-1953457
- --------------------------------------------------------------------------------
(State or other jurisdiction           (Commission           (IRS Employer
of incorporation)                      File Number)          Identification No.)

25 Enterprise Center, Suite 103, Middletown, Rhode Island    02842
- --------------------------------------------------------------------------------
(Address of principal executive offices)                     (zip code)

Registrant's telephone number, including area code: (401) 848-6300
                                                    --------------

                                      N/A
- --------------------------------------------------------------------------------
                        (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):

      |_|   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))



Item 8.01.  Other Events.
            ------------

            On June 13, 2005, BNS Holding,  Inc. (the "Company")  issued a press
release  announcing  that  at its  2005  Annual  Meeting  of  Stockholders,  the
Company's stockholders re-elected the following directors:  Richard M. Donnelly,
J. Robert Held, Jack Howard,  James Henderson and Kenneth Kermes.  Each director
will serve for a term expiring on the date of the next annual  meeting and until
his respective  successor is elected and qualified.  The Company's  stockholders
also  ratified  the  selection of Ernst and Young as the  Company's  independent
auditors for the 2005 fiscal year. A copy of the press release is being included
as an exhibit to this Form 8-K.

            The information  furnished  pursuant to this Form 8-K, including the
exhibit  hereto,  shall not be considered  "filed" for purposes of Section 18 of
the  Securities  Exchange Act of 1934, as amended,  or otherwise  subject to the
liability of such section, nor shall it be incorporated by reference into future
filings by the Company under the  Securities  Act of 1933, as amended,  or under
the Securities Act of 1934, as amended,  unless the Company expressly sets forth
in such  future  filing that such  information  is to be  considered  "filed" or
incorporated by reference therein.

Item 9.01.  Financial Statements and Exhibits.
            ---------------------------------

(c)    Exhibits

       Exhibit No.       Exhibits
       -----------       --------

       99.1              Press Release dated June 13, 2005.



                                   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.


                                               BNS HOLDING, INC.


Dated: June 16, 2005                           By: /s/ Michael Warren
                                                   -----------------------------
                                                   Name:  Michael Warren
                                                   Title: President and Chief
                                                          Executive Officer

EX-99.1

                                                                    Exhibit 99.1

                                BNS HOLDING, INC.
                         25 ENTERPRISE CENTER, SUITE 103
                         MIDDLETOWN, RHODE ISLAND 02842

                              FOR IMMEDIATE RELEASE

       BNS HOLDING, INC. SHAREHOLDERS RE-ELECT DIRECTORS AT ANNUAL MEETING


MIDDLETOWN,  RHODE  ISLAND,  JUNE 13, 2005 -- BNS  Holding,  Inc.  (OTCBB:BNSIA)
announced  that at its 2005 Annual Meeting the Company's  shareholders  voted to
approve the election of five directors and the  ratification  of Ernst and Young
as auditors for the 2005 fiscal year. The directors  re-elected  were Richard M.
Donnelly,  J. Robert Held, Jack Howard, James Henderson and Kenneth Kermes. Each
will serve for a term expiring on the date of the next annual  meeting and until
his respective successor is elected and qualified.

In remarks during the meeting, Michael Warren, President and CEO of the Company,
commented on the Company's search for a suitable acquisition  candidate.  "As we
have  stated  before,  the  Company  is  actively  seeking a merger  partner  or
acquisition  candidate.  The primary  reason for this is that the Company has in
excess of $50 million of tax loss  carry-forwards (or "NOL's),  and the Board of
Directors  believes  that the best way to realize the value of those NOL's is to
acquire or merge with another business that has earnings that would otherwise be
taxable but that can be sheltered from tax using our NOL's.

"As of March 31,  2005,  the Company had just under $22 million in  unrestricted
cash. After consideration of an adequate reserve for contingencies,  the balance
of  these  funds  are  available  for a merger  or  acquisition  transaction.  A
potential transaction may also involve the assumption of debt.

"The board of directors has established criteria for the evaluation of potential
acquisition opportunities.  After signing non-disclosure agreements, we have met
with  several  potential  candidates,  but to date have not  identified a viable
acquisition candidate. Once the Company has identified a candidate, we will seek
to negotiate a definitive merger or acquisition agreement.  However, there is no
assurance   that  the  Company  will  be  able  to  identify  and  close  on  an
acquisition."

This  press  release  contains  forward-looking  statements,  as  defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements involve a number of assumptions,  risks, and uncertainties that could
cause the actual results of the Company to differ  materially from those matters
expressed in or implied by such forward-looking  statements.  They involve known
and unknown risks,  uncertainties,  and other  factors,  which are in some cases
beyond the control of the Company,  including whether it will be able to acquire
a business or operate it profitably. Additional information regarding these risk
factors and  uncertainties is described more fully in the Company's SEC filings.
A copy  of  all  filings  may  be  obtained  from  the  SEC's  EDGAR  web  site,
www.sec.gov,  or by contacting:  Michael  Warren,  President and Chief Executive
Officer, telephone (401) 848-6500. The Company does not maintain a web site.

                                       END