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) March 16, 2009:

BALDWIN & LYONS, INC.

___________________________________________________________________________

(Exact name of registrant as specified in its charter)

Indiana

0-5534

35-0160330

(State of other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

1099 North Meridian Street, Indianapolis, Indiana 46204

__________________________________________________________________________________________

(Address of principle executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(317) 636-9800

_______________________________________________

Not applicable

__________________________________________________________________________________________

(Former name of 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 CRF 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 7.01 Regulation FD Disclosure

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 - Results of Operations and Financial Condition of Form 8-K and is being presented under Item 7.01 of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

On March 16, 2009, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the revised results of its operations for the fourth quarter ended December 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 9.01 as if fully set forth herein.

Throughout its press release and in the conference call to discuss the results of its operations for the fourth quarter 2008, Baldwin presents and will present its results and operations in the manner it believes will be the most meaningful, which includes some measures that are not based on accounting principles generally accepted in the United States (GAAP).

Baldwin management uses the term operating revenue, a non-GAAP financial measure, which is defined as revenue excluding pre-tax investment gains and losses. It also uses the term operating income which is defined as net income excluding after tax investment gains and losses. These financial measures are used to evaluate the Company’s performance because the recognition of investment gains and losses in any given period is largely discretionary as to timing and could distort the analysis of trends. Baldwin believes that the defined terms are used commonly in the property/casualty insurance industry and that equity analysts and the Company’s significant shareholders exclude gains and losses on investments in their analysis of Baldwin’s results for the same reason.

The combined ratios and the components thereof, as presented herein, are commonly used in the property/casualty insurance industry and are applied to the Company’s GAAP underwriting results.

A copy of this press release is also posted on the Company’s website.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits.

99.1 Baldwin & Lyons, Inc. revised press release dated March 16, 2009.

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.

BALDWIN & LYONS, INC.

March 16, 2009

By:

/s/ Gary W. Miller

Gary W. Miller, Chairman

and Chief Executive Officer

Subj:

Baldwin & Lyons, Inc.

March 16, 2009

Revision to Previously Reported

Press Contact: G. Patrick Corydon

Annual Earnings

(317) 636-9800

Indianapolis, Indiana, March 16, 2009—Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced that it has filed a Form 12b-25 to report a brief delay in the filing of its Form 10-K for the year ended December 31, 2008. The delay results from the receipt of information during the past week affecting the treatment of the timing of recording changes in market value on certain investment holdings. The anticipated change does not affect the valuation of the related asset at December 31, 2008, but merely the timing of recognition of changes in the market value of the asset in the income statement. As a result, the loss per share attributable to investments and net loss are expected to increase by fifteen cents per share for the fourth quarter and full year. Operating earnings (defined as net income excluding investment gains and losses), comprehensive income and book value per share are not expected to be affected. Further, there are no changes to total assets, total liabilities or total shareholders’ surplus at December 31, 2008 as the result of this change and no interim or annual periods ending prior to December 31, 2008 are affected.

The Company intends to file its Form 10-K at the earliest possible date and not later than March 31, 2009. An unaudited table presenting the expected effects of the revisions to the Company’s financial statements relating to this issue is set forth below:

Unaudited Consolidated Statements of Operations
(in thousands, except per share data)
	As Originally Reported			Adjustment			As Adjusted

For the three months ended December 31, 2008
Net losses on investments	$	(11,774	)	$	(3,475	)	$	(15,249	)
Federal income tax benefits		(1,994	)		(1,216	)		(3,210	)
Net income (loss)		117			(2,259	)		(2,142	)
Earnings per share:
Operating income		.52			—			.52
Net loss on investments		(.51	)		(.15	)		(.66	)
Net income (loss)		.01			(.15	)		(.14	)

For the year ended December 31, 2008
Net losses on investments	$	(44,274	)	$	(3,475	)	$	(47,749	)
Federal income tax benefits		(8,470	)		(1,216	)		(9,686	)
Net loss		(5,454	)		(2,259	)		(7,713	)
Earnings per share:
Operating income		1.55			—			1.55
Net loss on investments		(1.91	)		(.15	)		(2.06	)
Net loss		(.36	)		(.15	)		(.51	)


Unaudited Balance Sheets
(in thousands)
		As Originally Reported			Adjustment			As Adjusted
December 31, 2008
Total assets	$	778,410		$	—		$	778,410
Total liabilities		448,343			—			448,343
Unrealized net gains on investments		17,151			2,259			19,410
Retained earnings		265,973			(2,259	)		263,714
Total shareholders' equity		330,067			—			330,067

Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve inherent risks and uncertainties. Readers are encouraged to review the Company’s annual report for its full statement regarding forward-looking information.