8-K

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

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): JUNE 15, 2006

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

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

25 Enterprise Center, Suite 104, Middletown, Rhode Island               02842
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         (Address of principal executive offices)                     (zip code)

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

                                       N/A
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         (Former name or former address, if changed since last report.)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))




Item 8.01.        OTHER EVENTS.

                  On June 15, 2006, BNS Holding,  Inc. (the "Company")  issued a
press release  announcing that at its 2006 Annual Meeting of  Stockholders,  the
Company's stockholders re-elected the following directors:  Richard M. Donnelly,
J. Robert Held, Jack Howard,  James Henderson and Kenneth Kermes.  Each director
will serve for a term  expiring on the date of the next annual  meeting or until
his respective  successor is elected and qualified.  The Company's  stockholders
also ratified the  selection of Ernst & Young LLP as the  Company's  independent
auditors for the 2006 fiscal year. A copy of the press release is being included
as an exhibit to this Form 8-K.

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

Item 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

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

            99.1                    Press Release dated June 15, 2006.




                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  BNS HOLDING, INC.

Dated: June 16, 2006                              By: /s/ Michael Warren
                                                      --------------------------
                                                      Name:  Michael Warren
                                                      Title: President and Chief
                                                             Executive Officer

EX-99.1

                                                                    Exhibit 99.1

                                BNS HOLDING, INC.
                         25 ENTERPRISE CENTER, SUITE 104
                         MIDDLETOWN, RHODE ISLAND 02842

                              FOR IMMEDIATE RELEASE

    BNS HOLDING, INC. SHAREHOLDERS RE-ELECT DIRECTORS AT 2006 ANNUAL MEETING

MIDDLETOWN,  RHODE  ISLAND,  JUNE 15, 2006 -- BNS  Holding,  Inc.  (OTCBB:BNSIA)
announced  that at its 2006 Annual Meeting the Company's  shareholders  voted to
approve the election of five directors and the  ratification  of Ernst and Young
as auditors for the 2006 fiscal year. The directors  re-elected  were Richard M.
Donnelly,  J. Robert Held, Jack Howard, James Henderson and Kenneth Kermes. Each
will serve for a term  expiring on the date of the next annual  meeting or until
his respective successor is elected and qualified.

In remarks during the meeting, Michael Warren, President and CEO of the Company,
commented on the  Company's  search for a suitable  acquisition  candidate.  "In
2005, the Company put  substantial  effort into a potential  acquisition and was
prepared to sign an acquisition  agreement on December 30. However, at that time
the seller was unable to complete  the  transaction.  The Company  withdrew  its
offer on April 21 after  giving the seller a chance to  resolve  the issue,  and
wrote off deferred acquisition costs of approximately $821 thousand in the first
quarter of 2006.

"As of March 31,  2006,  the Company  had just over $20 million in  unrestricted
cash. After consideration of an adequate reserve for contingencies,  the balance
of  these  funds  are  available  for a merger  or  acquisition  transaction.  A
potential  transaction  may also involve the assumption of debt. To date we have
not identified a viable acquisition candidate. Once the Company has identified a
candidate,  we  will  seek to  negotiate  a  definitive  merger  or  acquisition
agreement.  However,  there is no  assurance  that the  Company  will be able to
identify and close on an acquisition."

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

                                       END