8-K/A

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

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

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

       Date of Report (Date of earliest event reported): December 8, 2006

                               BNS HOLDING , INC.
                               ------------------
               (Exact Name of Registrant as Specified in Charter)



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


     25 Enterprise Center, Suite 104,
         Middletown, Rhode Island                                 02842
 -----------------------------------------                      -----------
 (Address of principal executive offices)                       (Zip Code)


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


             -------------------------------------------------------
          (Former name or former address, if changed since last report)


================================================================================

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 DFR
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))






                          CURRENT REPORT ON FORM 8-K/A

                                BNS HOLDING, INC.

         This Form 8-K/A amends the Current Report on Form 8-K/A previously
filed by the Company with the Commission on December 12, 2006.

ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Effective as of December 8, 2006, Ernst & Young, LLP ("E&Y") resigned
as our independent registered public accounting firm. Effective as of December
8, 2006, we retained McGladrey & Pullen, LLP ("McGladrey") as our independent
accountant.

         McGladrey was the independent accountant of Collins Industries Inc.
("Collins") prior to its merger with and into a subsidiary of the Company. Since
the Company now holds 80% of the outstanding equity interest of the entity which
controls Collins and we have no other operating businesses, we believe that it
is in our best interest to have McGladrey become our independent auditors. We
therefore retained McGladrey as our new independent registered accounting firm
effective as of December 8, 2006. The principal office of McGladrey is located
at 3600 American Blvd. W., Third Floor, Bloomington, MN 55431-4502.

         The reports of E&Y on our financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
Each report also, for the past two fiscal years, contained 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.

         The decision to change accountants was approved by both our audit
committee and board of directors on December 8, 2006.

         During our two most recent fiscal years and the subsequent interim
period prior to December 8, 2006, there were no disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of E&Y,
would have caused it to make reference to the matter in connection with its
reports.

         During our two most recent fiscal years and the subsequent interim
period prior to December 8, 2006, E&Y did not advise the Company that (i)
internal controls necessary to develop reliable financial statements were
lacking, (ii) information had come to its attention making it no longer willing
to rely on management's representations or to be associated with the financial
statements prepared by management, or (iii) the scope of the audit needed to be
expanded significantly, or that information had come to its attention that, if
further investigated, would or might materially impact the fairness or
reliability of a previously issued audit report or the underlying financial
statements or the financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent audited financial
statements.

         During our two most recent fiscal years and the subsequent interim
periods prior to December 8, 2006, we did not consult McGladrey regarding
either: (i) the application of accounting principles to a specified transaction,
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or (ii) any matter that was either the
subject of a disagreement as defined in Item 304(a)(1)(iv)(A) of Regulation S-B
or an event as described in Item 304(a)(1)(iv)(B) of Regulation S-B.


                                      -1-




         The Company has requested E&Y to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated December 20, 2006 is filed as Exhibit 16.1 to this Form 8-K/A.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         (d) Exhibits

              Exhibit Number          Description
              --------------          -----------
              16.1                    Letter from Ernst & Young LLP dated
                                      December 20, 2006.







                                      -2-






                                   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 thereunto duly authorized.

Date: December 20, 2006                   BNS HOLDING, INC.

                                          By: /s/ Michael Warren
                                             -----------------------------------
                                             Name: Michael Warren
                                             Title: President, Chief Executive
                                             Officer and Chief Financial Officer






                                      -3-





                                  EXHIBIT INDEX

   Exhibit Number          Description
   --------------          -----------
   16.1                    Letter from Ernst & Young LLP dated December 20, 2006.











                                      -4-

EX-16.1

                                                                    Exhibit 16.1




December 20, 2006

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Gentlemen:

We have read Item 4.01 of Form 8-K/A dated December 20, 2006, of BNS Holding
Inc., and are in agreement with the statements contained in the first sentence
of the first paragraph, and the third, fifth and sixth paragraphs in Item 4.01.

We have no basis to agree or disagree with other statements of the registrant
contained therein.


                                             /s/ Ernst & Young LLP

CORRESP

OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                                                         FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM





                                                    December 20, 2006



Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 4561
Attention: Howard Efron, Staff Accountant

           Re:   Letter dated December 13, 2006 regarding Current Report on
                 FORM 8-K/A FILED ON DECEMBER 12, 2006

Ladies and Gentlemen:

         We are securities counsel to BNS Holding Inc. (the "Company"), and in
such capacity we hereby submit, on behalf of the Company, responses to the
comment letter from the Division of Corporation Finance, dated December 13,
2006, with respect to the Company's Current Report on Form 8-K/A filed with the
Commission on December 12, 2006. The Company's responses are numbered to
correspond to the number in your comments.

     1.  An updated Exhibit 16.1 has been filed with the Current Report on Form
         8-K/A filed with the Commission on December 20, 2006 (the "Revised Form
         8-K/A").

     2.  The disclosure with respect to Ernst & Young LLP's report for the past
         two fiscal years have been revised to include the disclosure you
         requested.

     3.  The Company has submitted the acknowledgement requested in the Staff's
         letter.

         We welcome further discussion on any of our points addressed within
this response letter. I may be reached at (212) 451-2252.


                                                               NEW JERSEY OFFICE
                                                       2001 ROUTE 46 / SUITE 202
                                                    PARSIPPANY, NEW JERSEY 07054
                                                         TELEPHONE: 973.331.7200
                                                         FACSIMILE: 973.331.7222




December 20, 2006
Page 2


                                                    Very truly yours,

                                                    /s/ Kenneth A. Schlesinger

                                                    Kenneth A. Schlesinger


cc: Michael A. Warren
    Diane Larsen
    Steve Wolosky, Esq.

CORRESP

                               [BNS HOLDING, INC.
                         25 ENTERPRISE CENTER, SUITE 104
                           MIDDDLETOWN, RI 02842-5201
                            TELEPHONE: (401) 848-6300
                           FACSIMILE: (401) 848-6444]


                                                               December 20, 2006

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 4561
Attention: Howard Efron, Staff Accountant

              Re:    Letter dated December 13, 2006 regarding Current Report on
                     FORM 8-K/A FILED ON DECEMBER 12, 2006

Ladies and Gentlemen:

         In connection with responding to the comments of the Staff of the
Securities and Exchange Commission (the "Commission") relating to the Letter
dated December 13, 2006 regarding Current Report on Form 8-K/A filed on December
12, 2006 (the "Form 8-K/A"), the undersigned acknowledges the following:

         o   The undersigned is responsible for the adequacy and accuracy of the
             disclosure in the Form 8-K/A.

         o   Staff comments or changes to disclosure in response to Staff
             comments do not foreclose the Commission from taking any action
             with respect to the Form 8-K/A.

         o   The undersigned may not assert Staff comments as a defense in any
             proceeding initiated by the Commission or any person under the
             federal securities laws of the United States.



                                           BNS HOLDING INC.



                                           By: /S/ Michael Warren
                                               ---------------------------------
                                               Name:  Michael Warren
                                               Title:   Chief Executive Officer