UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB


[ X ]
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

                                       OR

[    ]
                   TRANSITION REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to
Commission file number 1-5881
                       ------

                                BNS HOLDING, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                                    201953457
     --------                                                    ---------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

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



          Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.   Yes X   No
                                                                        ---     ---

          Indicate by a check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).   Yes X   No
                                                 ---     ---
          State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 3,025,444 shares of Class A
common stock, par value $0.01 per share, and no shares of Class B common stock,
par value $0.01 per share, outstanding as of November 5, 2005.




                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS*

                                               BNS HOLDING, INC.
                                               -----------------
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                     -------------------------------------
                                  (dollars in thousands except per share data)
                                                  (unaudited)

                                                        For the Quarter                 For the Nine Months
                                                       Ended September 30,              Ended September 30,

                                                      2005             2004            2005              2004
                                                      ----             ----            ----              ----

General and administrative                          $   502          $   786          $ 1,414          $ 1,918
                                                    -------          -------          -------          -------
Operating loss                                         (502)            (786)          (1,414)          (1,918)
Other income, net                                       153              105              259              169
                                                    -------          -------          -------          -------
Loss from continuing
   operations before income tax                        (349)            (681)          (1,155)          (1,749)

Income (loss) from discontinued
   operations                                          --                 52              (20)           9,412
                                                    -------          -------          -------          -------
Net income (loss)                                   $  (349)         $  (629)         $(1,175)         $ 7,663
                                                    =======          =======          =======          =======

Net income (loss) per share basic
   and diluted:
     Continuing operations                          $ (0.12)         $ (0.23)         $ (0.38)         $ (0.58)
     Discontinued operations                           --               0.02            (0.01)            3.14
                                                    -------          -------          -------          -------
Net income (loss) per common
   share basic and diluted                          $ (0.12)         $ (0.21)         $ (0.39)         $  2.56
                                                    =======          =======          =======          =======

Weighted average shares
outstanding:
   Basic                                              3,020            3,012            3,019            2,999
                                                    =======          =======          =======          =======
   Diluted                                            3,020            3,012            3,019            2,999
                                                    =======          =======          =======          =======


                   *The accompanying notes are an integral part of the financial statements.

                                                       2



                                               BNS HOLDING, INC.
                                               -----------------
                                          CONSOLIDATED BALANCE SHEETS
                                          ---------------------------
                                             (dollars in thousands)

                                                                                 September 30,      December 31,
                                                                                     2005               2004
                                                                                  (unaudited)
                                                                                 -------------      ------------

                                         ASSETS
Current Assets:
   Cash                                                                           $ 20,781          $ 20,922
   Prepaid expenses & other current assets                                             763               666
                                                                                  --------          --------
      Total current assets                                                          21,544            21,588
Machinery and equipment                                                                 37                37
Less accumulated depreciation                                                           29                25
                                                                                  --------          --------
                                                                                         8                12
Restricted cash                                                                        423             1,484
Other assets                                                                           137              --
                                                                                  --------          --------
                                                                                  $ 22,112          $ 23,084
                                                                                  ========          ========
                           LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses                                          $  1,222          $  1,047
                                                                                  --------          --------
      Total current liabilities                                                      1,222             1,047
Commitments and contingencies                                                         --                --
Shareowners' equity:
   Preferred stock; $1.00 par value; authorized
   1,000,000 shares; none issued                                                      --                --
   Common Stock:
      Class A, par value, $.01; authorized 30,000,000
      shares; issued 3,033,962 shares at September
      30, 2005 and 2,999,051 shares at December 31,
      2004                                                                            30                30
      Class B, par value, $.01; authorized 2,000,000
      shares; issued 0 shares at September 30, 2005
      and 29,911 shares at December 31, 2004                                          --                --
   Additional paid-in capital                                                       87,106            87,072
   Accumulated deficit                                                             (65,780)          (64,605)
   Unamortized value of restricted stock awards                                        (11)               (5)
   Treasury stock: 8,518 shares at  cost                                              (455)             (455)
                                                                                  --------          --------
     Total shareowners' equity                                                      20,890            22,037
                                                                                  --------          --------
                                                                                  $ 22,112          $ 23,084
                                                                                  ========          ========


                   * The accompanying notes are an integral part of the financial statements.

                                                       3



                                      BNS HOLDING, INC.
                                      -----------------
                             CONSOLIDATED STATEMENT OF CASH FLOWS
                             ------------------------------------
                                    (dollars in thousands)
                                         (unaudited)

                                                                   For the Nine Months Ended
                                                                         September 30,

                                                                     2005              2004
                                                                     ----              ----
CASH USED IN OPERATIONS:
Net income (loss)                                                 $ (1,175)         $  7,663
Adjustments to reconcile net (loss) income to net used in
   Operating activities:
      Depreciation and amortization                                     32                34
      Gain on sale of business, net of expenses                       --              (9,309)
      Changes in operating assets and liabilities                       78            (4,523)
      Changes in assets and liabilities related to
      discontinued operations and assets held for sale                --                 (34)
      Payment of long term sales and use tax liability                --                (172)
      Changes in restricted cash                                     1,061            (1,069)
                                                                  --------          --------
   Net Cash Used in Operations                                          (4)           (7,410)
                                                                  --------          --------

INVESTMENT TRANSACTIONS:
Increase in other assets                                              (137)             --
Proceeds from sale of business, net of expenses                       --               9,654
                                                                  --------          --------
   Cash (Used in) Provided by Investing Transactions                  (137)            9,654
                                                                  --------          --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               --                  55
                                                                  --------          --------

CASH AND CASH EQUIVALENTS:
(Decrease) Increase during the period                                 (141)            2,299
Beginning balance                                                   20,922            14,101
                                                                  --------          --------
Ending balance                                                    $ 20,781          $ 16,400
                                                                  ========          ========

SUPPLEMENTARY CASH FLOW INFORMATION:
   Income taxes paid                                                  --            $     30
                                                                  ========          ========


          * The accompanying notes are an integral part of the financial statements.

                                              4


                                BNS HOLDING, INC.
                                -----------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                  (dollars in thousands except per share data)

1.   Effective December 14, 2004, BNS Co. completed a reorganization (the
     "Holding Company Reorganization") in which BNS Holding, Inc. (the
     "Company") became the holding company and sole stockholder of BNS Co.,
     which was prior to December 14, 2004 the publicly traded company (and prior
     to April 2001 named Brown & Sharpe Manufacturing Company). The Holding
     Company Reorganization was effected by a merger under Section 251(g) of the
     General Corporation Law of the State of Delaware, which permits the
     formation of a holding company structure without a vote of the stockholders
     of the publicly held company. By virtue of the Holding Company
     Reorganization, BNS Co. became a direct, wholly-owned subsidiary of BNS
     Holding, Inc. BNS Holding, Inc. was formed for the purpose of the Holding
     Company Reorganization and did not have any active operations prior to
     December 14, 2004. The reorganization has been accounted for as a change in
     reporting entity. Prior to the sale of its Metrology Business in 2001, the
     sale of its interest in its development stage measuring software
     subsidiary, Xygent Inc. in 2002, the sale of its North Kingstown, Rhode
     Island property which consisted of an industrial and office building along
     with the adjoining acreage in 2003, and the sale of the U.K. Subsidiary on
     June 16, 2004, the Company was engaged in the Metrology Business and the
     design, manufacture and sale of precision measuring tools and instruments
     and manual and computer controlled measuring machines.

     The Company at present has no active trade or business operations but is
     searching for a suitable business to acquire. As previously disclosed by
     BNS Co. in its June 16, 2004 press release, after the completion of the
     sale of the U.K. Subsidiary, BNS Co., and then the Company, began the
     search for a suitable acquisition candidate.

     The accompanying unaudited consolidated financial statements have been
     prepared in accordance with U.S. generally accepted accounting principles
     for interim financial information and with the instructions to Form10-QSB
     and Article 10 of Regulations S-X. Accordingly, they do not include all of
     the information and footnotes required by U.S. generally accepted
     accounting principles for complete financial statements. In the opinion of
     management, all adjustments (consisting of normal recurring accruals)
     considered necessary for a fair presentation have been included. Operating
     results for the three months and nine months ended September 30, 2005 are
     not indicative of the results that may be expected for the year ended
     December 31, 2005. For further information, refer to the consolidated
     financial statements and footnotes thereto included in the Company's Annual
     Report on Form 10-K for the year ended December 31, 2004.

2.   Discontinued Operations - As a result of the sale of UK Subsidiary in June
     2004, the Company has presented the gravel & landfill operations in
     discontinued operations for the nine months ended September 30, 2004. The
     loss reported in discontinued operations in 2005 contains expenses related
     to the sale of the Rhode Island Property and the UK Property.

3.   Diluted loss per share is the same as basic loss per share from continuing
     operations in 2005 and 2004 because the computation of diluted earnings per
     share would have an antidilutive effect on loss per share calculations from
     continuing operations. A total of 5,000 unvested restricted shares as of
     September 30, 2005 have an antidilutive effect and are not included in the
     calculation.

4.   Comprehensive income (loss) is the same as net income (loss) for the three
     months and nine months ended September 30, 2005 and 2004.

5.   During the quarter ended March 31, 2005, the Company was notified that the
     restriction on the UK tax escrow balance would be released with the
     exception of 90 British Pounds. In May 2005, the Company received $973
     representing 545 British Pounds that was released from the tax escrow
     balance. The remaining 90 British Pounds was classified within restricted
     cash and is related to possible tax, interest and penalties that may be
     assessed by the U.K. tax authority in connection with discontinued
     operations.

6.   Other assets include fees accrued and paid to outside consultants for
     matters related to the Company's search for an acquisition candidate. These

                                       5



     costs will become part of the cost of an acquired business upon
     consummation of an acquisition, or expensed if it becomes clear that an
     acquisition will not be consumated.

7.   Litigation - The Company is a defendant in a variety of legal claims that
     arise in the normal course of business relating primarily to operations no
     longer owned by the Company, and is involved in certain environmental
     proceedings. Based upon the information presently available to management,
     the Company believes that any unrecorded contingent liability for these
     claims would not have a material effect on the Company's results of
     operations or financial condition.

8.   On April 13, 2005, the Company converted its issued and outstanding shares
     of series B common stock into shares of the Company's series A common
     stock, on a share-for-share basis, effective May 2, 2005. As of April 13,
     2005, there were 6,318 shares of series B common stock issued and
     outstanding.

9.   On January 24, 2005, an aggregate of 5,000 shares of series A restricted
     stock were awarded to five directors in partial payment of the retainer fee
     for the 2005 year. These restricted shares are subject to forfeiture and do
     not vest until the director has continuously served as a director through
     January 24, 2006.

     The forfeiture restrictions on restricted stock granted in January 2005
     will lapse and the shares will vest immediately prior to termination of
     service as a director on accounts of death or disability or, if earlier, on
     the day immediately prior to happening of certain events, namely, a merger
     or other business combination or other change in control transaction,
     dissolution or filing by the Company under bankruptcy laws. Prior to
     vesting or forfeiture of the restricted shares, directors are entitled to
     receive dividends and to vote the shares. The shares were recorded at the
     fair market value on the date of issuance as deferred compensation and the
     related amount is being amortized to operations over the vesting period.
     Compensation expense for the three months and nine months ended September
     30, 2005 was $9 and $28, respectively. Compensation expense for the three
     months and nine months ended September 30, 2004 was $10 and $29,
     respectively.

                                       6


BNS HOLDING, INC.
-----------------

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

SUMMARY

The Company at present has no active trade or business operations but is
searching for a suitable business to acquire. As previously disclosed by BNS Co.
in its June 16, 2004 press release, after the completion of the sale of the U.K.
Subsidiary, BNS Co., and then the Company, began the search for a suitable
acquisition candidate.

FORWARD-LOOKING STATEMENTS

This "Management's Discussion and Analysis or Plan of Operations" as well as
other portions of this Report contain forward-looking statements concerning the
Company's operations, proposed activities, retained liabilities, capital
requirements, economic performance and financial condition. In addition,
forward-looking statements may be included in various other Company documents to
be issued in the future and various oral statements by Company representatives
to security analysts and investors from time to time. Such statements are not
guarantees of future performance and are subject to various risks and
uncertainties, including those set forth in "Risk Factors," and actual
performance could differ materially from that currently anticipated by the
Company. This "Management's Discussion and Analysis or Plan of Operations"
should be read in conjunction with the Company's Consolidated Financial
Statements and the Notes thereto included elsewhere in this Report.

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of financial condition and results of
operations are based upon the consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
accounting policies used in reporting the financial results are reviewed on a
regular basis. The preparation of these financial statements requires the use of
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosure of contingent assets and
liabilities. On an ongoing basis, estimates, including those related to accounts
receivable, contingencies and litigation are evaluated. The estimates are based
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Results may differ from these estimates due
to actual outcomes being different from those on which we based our assumptions.
These estimates are reviewed by management on an on-going basis. The following
critical accounting policies affect the more significant judgments and estimates
used in the preparation of the consolidated financial statements.

CONTINGENCIES

The Company periodically records the estimated impacts of various conditions,
situations or circumstances involving uncertain outcomes. These events are
called "contingencies," and the Company's accounting for such events is
prescribed by Statement of Financial Accounting Standard (SFAS) 5, "Accounting
for Contingencies." SFAS 5 defines a contingency as "an existing condition,
situation, or set of circumstances involving uncertainty as to possible gain or
loss to an enterprise that will ultimately be resolved when one or more future
events occur or fail to occur."

SFAS 5 does not permit the accrual of gain contingencies under any
circumstances. For loss contingencies, the loss must be accrued if (1)
information is available that indicates it is probable that the loss has been
incurred, given the likelihood of the uncertain future events; and (2) that the
amount of the loss can be reasonably estimated.

The accrual of a contingency involves considerable judgment on the part of
management. The Company uses its internal expertise, and outside experts (such
as lawyers, tax specialists and engineers), as necessary, to help estimate the
probability that a loss has been incurred and the amount (or range) of the loss.

                                       7



The Company is currently involved in certain legal disputes and environmental
proceedings. An estimate of the probable costs for the resolution of these
claims has been accrued. This estimate has been developed in consultation with
outside counsel and other experts and is based upon an analysis of potential
results, including a combination of litigation and settlement strategies. It is
believed that these proceedings will not have a material adverse effect on our
consolidated results of operations or financial condition. It is possible,
however, that future results of operations for any particular quarterly or
annual period could be materially affected by changes in our assumptions, or the
effectiveness of our strategies, related to these proceedings. It is also
possible that future results of operations for any particular quarterly or
annual period could be materially affected by additional claims against the
Company arising from new legal disputes and environmental proceedings.


RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO SEPTEMBER 30,
2004

Operating loss for the three months ended September 30, 2005 of $502 was $284
lower than the three months ended September 30, 2004 and includes $150 of
accrued insurance costs relating to claims that were subsequently settled in
October, 2005 (see Environmental and Product Liability Risks below). Operating
loss for the nine months ended September 30, 2005 of $1,414 was $504 less than
the nine months ended September 30, 2004. The Company has continued to reduce
corporate level administration expenses over last year. The operating loss for
2004 includes legal and professional costs incurred in connection with ongoing
litigation, and the sale of assets and exploration of strategic alternatives.

Other income, net amounted to $153 for the three months ended September 30, 2005
compared with $105 for the three months ended September 30, 2004. Other income,
net amounted to $259 for the nine months ended September 30, 2005 compared with
$169 for the nine months ended September 30, 2004. Other income, net in the
three months and nine months ended September 30, 2005 and 2004 consists
primarily of interest income offset by the unrealized foreign exchange losses
generated by the UK escrow account. Interest income increased primarily as a
result of higher cash balances in the three months and nine months ended
September 30, 2005.

No income taxes are provided for the U.S. operation as the Company has a loss in
the current year and has substantial net operating losses from prior years that
are available to offset otherwise taxable current earnings.

Discontinued operations amounted to loss of $20 for the nine months ended
September 30, 2005 versus a gain of $9,412 for the nine months ended September
30, 2004. The loss reported in discontinued operations in 2005 primarily
pertains to expenses paid out of the escrow account established in connection
with the sale of UK Property and to expenses related to the North Kingstown
property. The income reported in 2004 was related to the operations and the sale
of the U.K. properties offset by payments of expenses related to the North
Kingstown property.

LIQUIDITY AND CAPITAL RESOURCES

The Company had unrestricted cash of $20,781 at September 30, 2005. This is a
decrease from the cash balance at December 31, 2004 of $20,922. The decrease is
primarily attributable to the expenses of operations for the nine months ended
September 30, 2005 offset by the release of restriction on the UK tax escrow.

There is no assurance that the future months' expenses of the Company will not
be greater than anticipated, or that its expected cash flow will not be less
than anticipated, and that a liquidity problem may not arise as a result of poor
economic conditions, environmental problems or expenses of maintaining the
Company as a "public" reporting company (see Risk Factors: Liquidity Risk: There
may not be adequate resources for funding the operation of the Company).

At present the Company has no active trade or business operations. The Company's
ability to continue as a going-concern relies on its ability to achieve positive

                                       8


cash flow from investment earnings on its undistributed cash, or from earnings
that may be generated by a business that may be acquired.

CASH FLOW AND WORKING CAPITAL

Net cash used in the operations for the nine months ended September 30, 2005 was
$4. The Company had working capital related to continuing operations of $20,322
at September 30, 2005 and $20,541 at December 31, 2004. This decrease in working
capital is primarily attributable to the expenses of operations for the nine
months ended September 30, 2005 offset by the release of restriction on the UK
tax escrow.


RISK FACTORS

After completing the sale of its U.K. property on June 16, 2004, the Company now
derives revenues only from interest income from the investment of its available
cash balance.

In addition to the foregoing, the risks remaining with respect to the Company's
prior sales of its former Metrology Business, the former development stage
Xygent measuring software business, the North Kingstown property and the U.K.
property, are that the Company might have to make an indemnification payment to
the respective buyers with respect to the Company's representations and
warranties concerning the businesses respectively sold or a payment to a third
party with respect to a retained liability.

ENVIRONMENTAL AND PRODUCT LIABILITY RISKS

Subsequent to the sale of Xygent to Hexagon in 2002, the nature of each of BNS
Co. and, subsequent to its incorporation in December 2004, BNS Holding's
operations have not been affected by environmental laws, rules and regulations
relating to these businesses. However, because BNS Co. and its subsidiaries and
predecessors, prior to the sale of BNS Co.'s Metrology Business to Hexagon on
April 27, 2001 (and prior to sales of other divisions made in prior years)
conducted manufacturing operations in locations at which, or adjacent to which,
other industrial operations were conducted from time to time by BNS Co., BNS Co.
is subject to environmental claims. As with any such operations that involved
the use, generation, and management of hazardous materials, it is possible that
prior practices, including practices that were deemed acceptable by regulatory
authorities in the past, may have created conditions which could give rise to
liability under current or future environmental laws. Because the law in these
areas is developing rapidly, and because environmental laws are subject to
amendment and widely varying degrees of enforcement, the BNS Co. subsidiary may
be subject to, and the Company cannot predict with any certainty, the nature and
amount of environmental claims related to these operations or locations,
including the Rhode Island Property owned by the BNS Co. subsidiary, which
property was sold on August 26, 2003 (but with certain environmental liabilities
retained) that may arise in the future.

A Phase II environmental investigation on BNS Co.'s former Rhode Island
Property, completed in June 2002, indicated certain environmental problems on
the property. The results of the study showed that certain contaminants in the
soil under the property and minor groundwater issues exceeded environmental
standards set by the Rhode Island Department of Environmental Management
("RIDEM"). After extensive testing, the BNS Co. subsidiary submitted a Remedial
Action Work Plan ("RAWP") to RIDEM, and on November 7, 2002, RIDEM issued a
letter approving the RAWP. In April of 2003, BNS Co. awarded a contract for the
remediation work and engaged an environmental engineering firm to supervise the
remediation work and perform ongoing monitoring of the affected areas. The
remediation work was substantially complete as of December 2003, and in
connection with the August 26, 2003 sale of the Rhode Island Property, BNS Co.
established an escrow account in the amount of $.331 million to cover any
additional remediation costs that may arise. At September 30, 2005 and December
31, 2004, the balance of the escrow account was $.261 million and $.269 million,
respectively. The BNS Co. subsidiary has obtained insurance against additional
known and unknown environmental liabilities at the Rhode Island Property.
However, there is no assurance that BNS Co. will not incur additional costs for
remediation above the escrowed amount and insurance limits, and that ongoing
monitoring of contaminants will not indicate further environmental problems.

                                       9



In addition, the BNS Co. subsidiary has obtained contaminated land insurance
coverage to insure against unknown environmental issues relating to the former
U.K. property, which was owned by the U.K. Subsidiary. In addition, BNS Co.
received a report dated October 2000, which was updated in July 2003, from an
independent environmental consulting firm indicating no evidence of
environmental issues relating to that property. However, there is no assurance
that such issues will not be identified in the future, whether such issues are
identified through the actions of the land fill operator operating on the
property or the buyer of BNS Co.'s former U.K. Subsidiary or as the result of
other factors, as the buyer continues to operate the property as a land fill.
With the sale by BNS Co. of the U.K. Subsidiary on June 16, 2004, there is no
assurance that there will be no retained liabilities relating to the U.K.
Property, although BNS Co. has made no environmental representations or
indemnifications under the applicable Purchase and Sale Agreement for the U.K.
Subsidiary.

The Company's BNS Co. subsidiary receives claims from time to time for toxic
tort injuries related to the alleged use of asbestos material in pumps sold by
its former pump division, and other product liability claims relating to the use
of machine tools sold by divisions of BNS Co. which were sold many years ago.
Most of these suits are toxic tort claims resulting primarily from the use of
small internal seals that allegedly contained asbestos and were used in small
fluid pumps manufactured by BNS Co.'s former pump division, which was sold in
1992. The Company expects that its BNS Co. subsidiary will continue to be
subject to additional toxic tort claims in the future.

The Company is unable to identify the number and location of fluid pumps
manufactured by BNS Co. and, therefore, is unable to estimate the aggregate
number of unasserted claims which might be filed in the future, which is
necessary in order to reliably estimate any financial exposure. This product
line was introduced in the late 1800's. The materials alleged to contain
asbestos were used for an undetermined period of time ending in the late 1960's.
The claims relate to exposure to this asbestos material. BNS Co. (then named
Brown & Sharpe Manufacturing Company) sold its pump division in 1992 but remains
subject to claims related to products manufactured prior to that date.

Since 1994 the Company's BNS Co. subsidiary has been named as a defendant in a
total of 604 known claims (as of September 30, 2005) relating to these pumps. In
many cases these claims involve more than 100 other defendants. Fifty-four of
those claims were filed prior to December 31, 2001. In 2002 BNS Co. was named in
98 additional claims; in 2003 there were a total of 193 new claims filed; in
2004 there were a total of 178 new claims filed, and as of September 30, 2005,
BNS Co. has received notice of another 74 claims. In 2002, 42 claims were
settled for an aggregate of approximately $30,000 exclusive of attorney's fees.
In September 2004 three (3) Pennsylvania claims were granted Summary Judgment
and have been closed. In February 2005 we were notified that five (5) NJ claims
were granted summary judgment in November 2004 and are now closed. In addition,
2 claims have been dismissed and 3 claims closed through summary judgment in
Pennsylvania. In March 2004, 68 of the MI claims were settled and/or dismissed,
only one claimant received any money ($500.00), all others were dismissed.

 In April 2004 three (3) Michigan claims were dismissed. In October 2004 one (1)
claim was dismissed. In November 2004 twenty (20) claims were dismissed. In
December 2004 fifty-six (56) claims were dismissed with seven (7) of these
claims settling for $500.00 each for a total of $3,500. In May 2005 seven (7)
claims were dismissed. In June 2005 fifty-five (55) claims were dismissed. In
August 2005, 25 claims were dismissed and 6 settled for $500.00 each. In October
2005, the Company and its insurers settled two claims for an aggregate of
$150,000 and an additional two claims were dismissed. There were 302 known
claims open and active as of September 30, 2005. However, under certain
circumstances, some of the settled claims may be reopened.

The Company believes BNS Co. has significant defenses to any liability for toxic
tort claims on the merits. It should be noted that, to date, none of these toxic
tort claims have gone to trial and therefore there can be no assurance that
these defenses will prevail. Settlement and defense costs to date have been
insignificant.

In the late 1980's, insurance companies began issuing policies with specific
exclusions for claims relating to asbestos. BNS Co. has identified continuous
insurance coverage (on an "occurrence" basis) from 1974 through 1988 that does
not include such exclusions, with estimated aggregate coverage limits of
approximately $158 million for these policy years. The Company estimates that
the aggregate remaining self insured retention (deductible) relating to these

                                       10



policy years is approximately $3.3 million. Additionally, the Company has
identified secondary evidence (such as past billings), indicating that BNS Co.
had additional insurance coverage from 1970 through 1973 that does not include
such exclusions. The Company is currently in the process of confirming that
these policies were in place and the amount of the remaining self insured
retention (deductible) relating to these years. There is no assurance that the
insurer will recognize this secondary information as evidence that the policies
were in place. Although there are no indications that the aforementioned
insurance coverage has eroded from past claims, there is no assurance of this
due to incomplete Company insurance records. Policies issued for BNS Co.
beginning in 1989 contained exclusions relating to asbestos. BNS Co.'s insurance
records for the periods prior to 1970 are incomplete and do not indicate what
insurance coverage is available to BNS Co. for asbestos and other product
liability claims arising prior to that time. The estimated aggregate coverage
limits noted above relate to a number of insurance carriers. In general, these
carriers have acknowledged the evidence of coverage but have declined to verify
the coverage or limits until such time as the limits apply. There can be no
assurance that, even if BNS Co. has insurance coverage for asbestos and other
product liability claims under its policies, it will be able to recover from its
insurers in the event that such insurance companies are no longer solvent, have
ceased operations, or choose to dispute the coverage or limits of the policies
identified by the Company.

BNS Co. annually receives retroactive billings or credits from its insurance
carriers for any increase or decrease in claims reserves as claims are filed,
settled or dismissed, or as estimates of the ultimate settlement and defense
costs for the then-existing claims are revised. In addition, the Company has
recorded a liability of $499 on the consolidated balance sheet relating to the
open and active claims against BNS Co. as of September 30, 2005. This liability
represents an estimate of the likely costs to defend against or settle these
claims by BNS Co. beyond the amounts reserved by the insurance carriers and
previously funded, through the retroactive billings, by BNS Co. However, there
can be no assurance that the Company will not need to take additional charges
against BNS Co. in connection with the defense, settlement or judgment of these
existing claims. Projecting the costs of future claims is subject to variables
that are extremely difficult to predict, and there can be no assurance that the
number of future claims and the related costs of defense, settlements or
judgments will be consistent with the experience to date relating to existing
claims.

As of November 5, 2005, no known toxic tort or asbestos claims have been filed
against BNS Holding, which came into existence in December 2004 and has never
conducted any active business operations. There can be no assurance, however,
that monies received by BNS Holding from its wholly-owned subsidiary by way of
reimbursement for "public company reporting costs" that were formerly the
responsibility of BNS Co. or by way of dividends or otherwise might not under
some circumstances be subject to claims against BNS Co.

It has become apparent that the uncertain prospect of additional toxic tort
claims being asserted in the future, and the impact of this uncertainty on the
valuation of BNS Co., and hence on the Company, has had and may continue to
have, at least for the short term, some adverse effects on the Company's ability
to determine any prospective distributions to shareholders or to negotiate a
satisfactory sale, merger or other change in control transaction with a third
party. These claims would also affect the ability of the Company, or its BNS Co.
subsidiary, to carry out a fairly rapid liquidation proceeding, either through a
dissolution, formation of a liquidating trust and liquidation proceedings in the
Chancery Court in Delaware, or in a Chapter 11 federal bankruptcy reorganization
proceeding, both of which would involve provisions for payments to creditors and
contemplated distributions to stockholders.

There have also been a few miscellaneous claims against the BNS Co. subsidiary
relating to employment activities, environmental issues, sales tax audits and
personal injury claims.


TRADING OF THE COMPANY'S CLASS A COMMON STOCK ON THE OTC BULLETIN BOARD

The Company's Class A Common Stock was de-listed from the New York Stock
Exchange on February 8, 2002 and commenced trading on the OTC Bulletin Board
under the Symbol "BNSXA" and was listed on the Boston Stock Exchange on February
11, 2002. There is no assurance that there will continue to be a sufficient

                                       11



number of securities firms prepared to make an active trading market in our
stock, and the public perception of the value of the Class A Common Stock could
be materially adversely affected.

On April 13, 2005, the Company converted its issued and outstanding shares of
series B common stock into shares of the Company's series A common stocks, on a
share-for-share basis, effective May 2, 2005.

The market price of the Company's Common Stock could decline as a result of
sales of shares by the Company's existing shareowners, as a result of the
Company's possible failure to meet the listing standards of the Boston Stock
Exchange, or as a result of financial results for future periods.

THE COMPANY'S CUMULATIVE NET OPERATING LOSSES ("NOL'S") MAY BECOME SIGNIFICANTLY
LIMITED

The Company had NOL's of approximately $52.4 million at September 30, 2005,
which were available to offset taxable earnings in the future. In the event of a
"change of ownership" within the meaning of Section 382 of the Internal Revenue
Code, the ability of the Company to use these NOL's to offset future taxable
earnings becomes significantly limited. While the Company's management and tax
advisors believe the Company has not, as of September 30, 2005, experienced such
a "change of ownership," based on their examination of public shareholder
documents filed with the SEC, it appears that the Company is close to the
threshold for such a change.

"GOING CONCERN" MODIFICATIONS IN AUDIT OPINION

The Company received a report from its independent auditors for the year ended
December 31, 2004, containing an explanatory paragraph stating that the
Company's recurring operating losses from continuing operations and the
Company's intention to sell its remaining assets and liquidate or seek other
strategic alternatives raise substantial doubt about the Company's ability to
continue as a going concern.

LIQUIDITY RISK: THERE MAY NOT BE ADEQUATE RESOURCES FOR FUNDING THE OPERATIONS
OF THE COMPANY

There is no assurance that the future expenses of the Company (including the
expenses of maintaining the Company as a "public" reporting Company under SEC
regulations and the expenses and liabilities associated with toxic tort asbestos
claims against the Company, as discussed above) will not be greater than
anticipated, or that the expected cash flow from its investment earnings (which
are, as a practical matter, limited by the Company's inability to make
investments that would require it to register as an "investment company" under
the Investment Company Act of 1940) on net proceeds of the sale of the United
Kingdom property and the net proceeds of prior sales of assets (or the profits
from any operating business that the Company may seek to acquire with such net
proceeds) will not thereafter be less than anticipated and that, as a result, a
liquidity problem may not arise.


ITEM 3.   CONTROLS AND PROCEDURES

Disclosure controls and procedures that are designed with the objective of
ensuring that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934, such as this Form 10-QSB, is reported
in accordance with the Securities and Exchange Commission's rules. Disclosure
controls are also designed with the objective of ensuring that such information
is accumulated and communicated to the Company's Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required
disclosure.

As of the end of the period covered by this Form 10-QSB, the Company carried out
an evaluation under the supervision and with the participation of the Company's
management, of the effectiveness of the design and the operation of the
Company's disclosure controls and procedures pursuant to Securities Exchange Act
Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Company's
management concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports
that the Company files under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the SEC's rules and
regulations. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

                                       12



A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.

Certification of Mr. Warren as Chief Executive Officer and Chief Financial
Officer regarding, among other items, disclosure controls and procedures are
included as exhibits to this Form 10-QSB.


                           PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS

               Exhibits

               31.1    Certification of Chief Executive Officer pursuant to Rule
                       13a-14(a)

               31.2    Certification of Chief Financial Officer pursuant to Rule
                       13a-14(a)

               32      Certification of the Chief Executive Officer and Chief
                       Financial Officer required by Section 1350, Chapter 63 of
                       Title 18, United States Code, as adopted pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, BNS
Holding, Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                           BNS HOLDING, INC.


                                     By:   /s/ Michael Warren
                                           -------------------------------------
                                           Michael Warren
                                           President and Chief Financial Officer
                                           (Principal Executive Officer and
                                               Principal Financial Officer)

November 8, 2005

                                       13



                                                                    EXHIBIT 31.1


       CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A)


I, Michael Warren, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of BNS Holding, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.   The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

          a)   Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          b)   Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures as of the end
of the period covered by this report based on such evaluation; and

          c)   Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
in the case of an annual report) that has materially affected or is reasonably
likely to materially affect the registrant's internal control over financial
reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

          a)   All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

          b)   Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


          Date: November 8, 2005


                                           /s/ Michael Warren
                                           -------------------------------------
                                           Michael Warren
                                           President and Chief Executive Officer

                                       14



                                                                    EXHIBIT 31.2


       CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A)


I, Michael Warren, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of BNS Holding, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.   The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

          a)   Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          b)   Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures as of the end
of the period covered by this report based on such evaluation; and

          c)   Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
in the case of an annual report) that has materially affected or is reasonably
likely to materially affect the registrant's internal control over financial
reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

          a)   All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

          b)   Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


          Date: November 8, 2005


                                                         /s/ Michael Warren
                                                         -----------------------
                                                         Michael Warren
                                                         Chief Financial Officer

                                       15


                                                                      EXHIBIT 32


CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
REQUIRED BY SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the
undersigned officers of BNS Holding, Inc., a Delaware corporation (the
"Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005
(the "Form 10-QSB") of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information
contained in the Form 10-QSB fairly presents, in all material respects, the
financial condition and results of operations of the Company.


            Date: November 8, 2005


                                               /s/ Michael Warren
                                               ---------------------------------
                                               Michael Warren
                                               Chief Executive Officer and Chief
                                                  Financial Officer


The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter
63 of Title 18, United States Code) and is not being filed as part of the Form
10-QSB or as a separate disclosure document for purposes of Section 18 of the
Securities Exchange Act of 1934.

A signed original of this written statement required by Section 906 has been
provided to BNS Holding, Inc. and will be retained by BNS Holding, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.