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 March 31, 2006

                                       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 104, Middletown, Rhode Island 02842
         ---------------------------------------------------------------
              (Address of principal executive offices and zip code)

                                 (401) 848-6300
                                 --------------
                (Issuer'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: 3,030,444 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 May 2, 2006.


                                       1


                          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
                                                              Ended March 31,

                                                           2006            2005
                                                           ----            ----

General and administrative expense                       $ 1,228        $   489
                                                         -------        -------
Operating loss                                            (1,228)          (489)
Other income, net                                            203             39
                                                         -------        -------
Loss from continuing
   operations                                             (1,025)          (450)

Loss from discontinued                                       -               (8)
  operations                                             -------        -------
Net loss                                                 $(1,025)       $  (458)
                                                         =======        =======
Net loss per share basic and
 diluted:
     Continuing operations                               $ (0.34)       $ (0.15)
     Discontinued operations                                 -              -
                                                         -------        -------

Net loss per common share basic and
  diluted                                                $ (0.34)       $ (0.15)
                                                         =======        =======

Weighted average shares outstanding:
   Basic                                                   3,024          3,017
                                                         =======        =======
   Diluted                                                 3,024          3,017
                                                         =======        =======


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


                                       2


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

                                                                       March 31,         December 31,
                                                                         2006                2005
                                                                     (Un-audited)
                                                                     ------------        ------------
                             ASSETS
Current Assets:

         Cash                                                          $ 20,033            $ 20,505
         Prepaid expenses & other current assets                            528                 680
                                                                       --------            --------
            Total current assets                                         20,561              21,185
Machinery and equipment                                                      37                  37
Less accumulated depreciation                                                31                  30
                                                                       --------            --------
                                                                              6                   7
Restricted cash                                                             417                 415
Deferred Acquisition Costs                                                  -                   648
                                                                       --------            --------
                                                                       $ 20,984            $ 22,255
                                                                       ========            ========
               LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
         Accounts payable and accrued expenses                         $  1,110            $  1,358
                                                                       --------            --------
            Total current liabilities                                     1,110               1,358

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 3,038,962 shares at March 31,
           2006 and 3,033,962 shares at December 31,
           2005                                                              30                  30
           Class B, par value, $.01; authorized 2,000,000
           shares; issued - none                                              -                   -
         Additional paid-in capital                                      87,130              87,106
         Accumulated deficit                                            (66,806)            (65,781)
         Unamortized value of restricted stock awards                       (25)                 (3)
         Treasury stock: 8,518 shares at cost                              (455)               (455)
                                                                       --------            --------

           Total shareowners' equity                                     19,874              20,897
                                                                       --------            --------
                                                                       $ 20,984            $ 22,255
                                                                       ========            ========


   * 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 Three Months Ended
                                                                    March 31,

                                                                2006        2005
                                                                ----        ----
CASH USED IN OPERATIONS:

Net loss                                                     $ (1,025)   $   (458)
Adjustments to reconcile net loss to net used in
         Operating activities:
              Depreciation and amortization                         3          11
              Changes in operating assets and liabilities         (96)        193
              Changes in restricted cash                           (2)      1,054
                                                             --------    --------
          Net Cash Provided By (Used in) Operations            (1,120)        800
                                                             --------    --------

INVESTMENT TRANSACTIONS:
Change in deferred charges relating to pending acquisition        648         -

                                                             --------    --------
          Cash Provided By Investing Transactions                 648         -
                                                             --------    --------

CASH AND CASH EQUIVALENTS:
(Decrease) Increase during the period                            (472)        800
Beginning balance                                              20,505      20,922
                                                             --------    --------
Ending balance                                               $ 20,033    $ 21,722
                                                             ========    ========


   * 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.       BNS Holding, Inc. (the "Company") at present has no active trade or
         business operations but is searching for a suitable business to
         acquire. The Company has been conducting negotiations with an
         undisclosed party for the acquisition of the assets of an operating
         business. However, on April 21, 2006 the Company withdrew its offer to
         acquire the assets and has reflected the previously deferred
         acquisition costs as a current period expense for the three months
         ended March 31, 2006.

         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 Form 10-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
         ended March 31, 2006 are not indicative of the results that may be
         expected for the year ended December 31, 2006. For further information,
         refer to the consolidated financial statements and footnotes thereto
         included in the Company's Annual Report on Form 10-KSB for the year
         ended December 31, 2005.

2.       Discontinued Operations - The loss reported in discontinued operations
         in 2005 contains expenses related to the funds held in escrow relating
         to the sale of the UK Subsidiary in June 2004.

3.       Diluted loss per share is the same as basic loss per share from
         continuing operations in 2006 and 2005 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 March 31, 2006 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 ended March 31, 2006 and 2005.

5.       Other assets at December 31, 2005 include fees accrued and paid to
         outside parties for matters related to the Company's negotiations to
         acquire the assets of an operating business. In April, 2006, the
         Company withdrew its offer to purchase these assets. These costs were
         recorded as a current period expense for the three months ended March
         31, 2006 reflecting the subsequent withdrawal of its offer to acquire
         the business.

6.       Litigation - The Company is a defendant in a variety of legal claims
         that arise in the normal course of business relating to operations no
         longer owned by the Company, and is involved in certain environmental
         proceedings. 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.


                                       5


         Since 1994 the Company's BNS Co. subsidiary has been named as a
         defendant in a total of 635 known claims (as of May 1, 2006) 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. Additional claims were filed in subsequent years as follows: In
         2002, 98 claims; in 2003, 194 claims; in 2004, 178 claims; and in 2005,
         76 claims. As of May 1, 2006, there have been 35 additional claims
         filed.

         In 2002, 42 claims were settled for an aggregate of approximately
         $30,000 exclusive of attorney's fees. In 2003, three claims were
         granted summary judgment, and one claim was dismissed and closed. In
         2004, eight claims were granted summary judgment and were closed, 144
         claims were dismissed, and seven claims were settled for $500 each. In
         2005, six claims were granted summary judgment and were closed, 127
         claims were dismissed and six were settled for $500 each. In October
         2005, the Company and its insurers settled two claims for an aggregate
         of $150,000.

         There were 289 known claims open and active as of May 1, 2006. However,
         under certain circumstances, some of the settled claims may be
         reopened. Also, there may be a significant delay in receipt of
         notification by the Company of the entry of a dismissal or settlement
         of a claim or the filing of a new claim.

         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. 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.

7.       The Company is from time to time subject to state tax audits. The
         Company accounts for such exposure in accordance with the provisions of
         SFAS 5, "Accounting for Contingencies." The Company has recorded a
         liability of $420 as of March 31, 2006 and $458 as of December 31,
         2005, which includes estimated unassessed state tax audit adjustments.

8.       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 vested on
         January 24, 2006. On March 13, 2006, 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 2006 year. These restricted shares
         are subject to forfeiture and do not vest until the director has
         continuously served as a director through March 13, 2007.

         The forfeiture restrictions on restricted stock granted in March 2006
         will lapse and the shares will vest immediately prior to termination of
         service as a director on account of death or disability or, if earlier,
         on the day immediately prior to the occurance 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 ended March 31, 2006 was $2. Compensation expense
         for the three months ended March 31, 2005 was $10.

         On January 1, 2006 the Company adopted revised Statement of Financial
         Accounting Standards No. 123 ("SFAS No. 123R"), "Share-Based Payments."
         Because the fair value recognition provisions of SFAS No. 123R were
         materially consistent with the Company's recognition of compensation
         expense associated with their restricted stock grants, the adoption of
         this standard had an immaterial impact on the Company's consolidated
         financial statements.


                                       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. The Company has been conducting
negotiations with an undisclosed party for the acquisition of the assets of an
operating business. However, on April 21, 2006 the Company withdrew its offer to
acquire the assets and has recorded the previously deferred acquisition costs as
a current period expense for the three months ended March 31, 2006, reflecting
the subsequent withdrawal of its offer to acquire the business.

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


                                       7


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.

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 ENDED MARCH 31, 2006 COMPARED TO MARCH 31, 2005

Operating loss for the three months ended March 31, 2006 of $1,228 was $739
higher than the three months ended March 31, 2005 primarily due to the write-off
of previously deferred acquisition costs relating to an acquisition of an
operating business for which the Company has withdrawn its offer and
discontinued negotiations. While the Company has continued to reduce corporate
level administration expenses over last year, management believes there is
little opportunity for further reduction without the acquisition of an operating
business. The operating losses for 2006 and 2005 include 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 $203 for the three months ended March 31, 2006
compared with $39 for the three months ended March 31, 2005. Other income, net
in the three months ended March 31, 2006 and 2005 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
interest rates earned by funds invested in money market accounts.

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 a loss of $8 for the three months ended
March 31, 2005. 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. There were no such expenses in the three months ended March 31, 2006.

LIQUIDITY AND CAPITAL RESOURCES

The Company had unrestricted cash of $20,033 at March 31, 2006. This is a
decrease of $472 from the cash balance at December 31, 2005. The decrease is
primarily attributable to the expenses of operations for the three months ended
March 31, 2006 and an additional $174 relating to the discontinued acquisition
negotiations.

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 three months ended March 31, 2006 was
$1,120, which was partially offset by the change in Deferred Acquisition
Charges. The Company had working capital related to continuing operations of
$19,451 at March 31, 2006 and $19,827 at December 31, 2005. This decrease in
working capital is primarily attributable to the expenses of operations for the
three months ended March 31, 2006 and an additional $174 of acquisition costs
relating to the discontinued acquisition negotiations.

RISK FACTORS

WE CANNOT PREDICT WHAT OUR EXPOSURE TO ENVIRONMENTAL AND PRODUCT LIABILITY
CLAIMS WILL BE IN THE FUTURE.

We currently do not have an active trade or business. However, because the
Company and its subsidiaries and predecessors previously conducted manufacturing
operations in locations at which, or adjacent to which, other industrial
operations were conducted from time to time, the Company 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 Company may be subject
to, and cannot predict with any certainty, the nature and amount of
environmental and product liability claims related to these operations or
locations that may arise in the future.

IF WE ARE NOT SUFFICIENTLY INSURED AGAINST POTENTIAL LIABILITIES AT THE RHODE
ISLAND PROPERTY, THIS COULD HAVE A NEGATIVE IMPACT ON OUR CASH FLOW.

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 March 31, 2006, the balance of
the escrow account consisted of $.254 million of restricted funds and $9,000 of
unrestricted accumulated interest. The BNS Co. subsidiary has obtained insurance
against additional known and unknown environmental liabilities at the Rhode
Island Property. However, we may incur additional costs for remediation above
the escrowed amount and insurance limits, and ongoing monitoring of contaminants
may indicate further environmental problems.

WE MAY HAVE CONTINUING LIABILITIES FROM THE UK PROPERTY WE SOLD.

The Company has obtained contaminated land insurance coverage to insure against
unknown environmental issues relating to the Heathrow property. In addition, the
Company 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, such issues may be
identified in the future, through the actions or negligence of the land fill
operator or the buyer of the Company's U.K. interests (the "UK Interests") or
other factors, as the buyer continues to operate the property as a land fill.
There is no assurance that there will be no retained liabilities relating to the
property, although the Company is not making any environmental representations
or indemnifications under the U.K. Agreement.


                                       9


WE ARE INVOLVED IN MANY CLAIMS RELATING TO ALLEGED ASBESTOS MATERIAL USED IN
PRODUCTS WE PREVIOUSLY SOLD, AND IF OUR INSURANCE DOES NOT COVER OUR EXPOSURE,
WE MAY NEED TO PAY TO SETTLE SUCH CLAIMS.

The Company 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,
which was sold in 1992, and other product liability claims relating to the use
of machine tools sold by divisions of the Company which were also 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 the Company's former pump division. The
Company has insurance coverage, but in general the coverage available has
limitations. The Company expects that it will continue to be subject to
additional toxic-tort claims in the future.

The contingent claims relating to the former pump division pose the most
uncertainty. The Company has limited information concerning the number and
location of pumps manufactured and, therefore, is unable to estimate the
aggregate number of 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 alleged asbestos material.

DUE TO OUR INCOMPLETE INSURANCE RECORDS, WE MAY NOT BE ABLE TO RECOVER FROM OUR
INSURERS UNDER OUR INSURANCE POLICIES.

In the late 1980's, insurance companies began issuing polices 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
policy years is approximately $3 million. Additionally, the Company has
identified secondary evidence (such as past billings) indicating that BNS Co.
has additional insurance coverage from 1970 through 1973 that does not include
such exclusions. The insurers involved may not recognize this secondary
information as evidence that the policies were in place due to incomplete
Company insurance records. We also do not know if the aforementioned insurance
coverage has eroded from past claims. 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. The 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 limits of coverage until such time as the limits
apply. Even if we have insurance coverage for asbestos and other product
liability claims under our polices, we may not be able to recover from our
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.

OUR RECORDED LIABILITY ON OUR BALANCE SHEET MAY NOT BE SUFFICIENT TO COVER ALL
OF OUR LIABILITY CLAIMS.

The Company has recorded a liability of $0.6 million on the consolidated balance
sheet relating to the open and active claims against BNS Co. as of March 31,
2006. 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. 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. However, the Company may
need to take additional charges in connection with the defense, settlement or
judgment of existing claims. Also, the costs of future claims and the related
costs of defense, settlements or judgments may not be consistent with the
experience to date relating to existing claims.

THE UNCERTAIN PROSPECT OF FUTURE TOXIC-TORT CLAIMS AND THE UNCERTAINTY OF
VALUING SUCH CLAIMS MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO DETERMINE
SHAREHOLDER DISTRIBUTIONS OR TO SELL THE COMPANY.


                                       10


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 the Company, has had and will continue to have, at least for the
short term, some adverse effects on the Company's ability to determine
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 to carry out an orderly 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
provision for payments to creditors and contemplated distributions to
stockholders.

THE PUBLIC PERCEPTION OF SHARES TRADED ON THE OTC BULLETIN BOARD MAY NEGATIVELY
AFFECT OUR STOCK PRICE.

The Company's Class A Common Stock was de-listed from the New York Stock
Exchange and commenced trading on the OTC Bulletin Board under the symbol
"BNSXA" and was listed on the Boston Stock Exchange on February 11, 2002. The
symbol was subsequently changed to "BNSIA." There may not be a sufficient 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 may negatively
affect our stock price.

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

The Company had NOLs of approximately $54 million at March 31, 2006, 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 NOLs to offset future taxable earnings
becomes significantly limited. While the Company's management and tax advisors
believe the Company has not, as of May 2, 2006, experienced such a "change of
ownership," based on their examination of public shareholder documents filed
with the SEC, it appears that the Company may be close to the threshold for such
a change.

OUR INDEPENDENT AUDITORS HAVE REPORTED THAT THEY HAVE DOUBTS REGARDING OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

The Company received a report from its independent auditors for the year ended
December 31, 2005, containing an explanatory paragraph stating that the Company
has no active trade or business which raises substantial doubt about the
Company's ability to continue as a going concern.

OUR FUTURE EXPENSE MAY BE GREATER THAN WE ANTICIPATED SO WE MAY NOT HAVE
ADEQUATE RESOURCES FOR FUNDING OUR OPERATIONS.

The future expenses of the Company (including the expenses of maintaining the
Company as a "public" reporting entity under SEC regulations and the expenses
and liabilities associated with toxic tort asbestos claims against the Company,
as discussed above) may be greater than anticipated and investment earnings or
profits from any business acquisition may be less than anticipated and that, as
a result, we may not have adequate resources for funding our operations.

ITEM 3.  CONTROLS AND PROCEDURES

Disclosure controls and procedures 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.


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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 as defined in 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.

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

           10.1            Engagement Letter, dated as of January 1, 2006,
                           between Michael Warren Associates, Inc. and the
                           Company.

           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


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                                   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)

May 2, 2006


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