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) May 5, 2011:

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 May 5, 2011, Baldwin & Lyons, Inc. (the Company) issued a press release announcing the results of its operations for the first quarter ended March 31, 2011. 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 first quarter of  2011, the Company 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).

The Company’s 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. The Company 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 the Company’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. press release dated May 5, 2011.

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.

May 5, 2011                                                                   By: 

/s/ Joseph J. DeVito

Joseph J. DeVito

Chief Executive Officer and President

EX-99.1

Baldwin & Lyons, Inc.

Protective Insurance Company

Sagamore Insurance Company

B & L Insurance, Ltd. (Bermuda)

1099 North Meridian Street

Indianapolis, IN 46204

(317) 636-9800

Subj:	Baldwin & Lyons, Inc.	May 5, 2011
	Unaudited First Quarter Financial Statements	Press Contact:  G. Patrick Corydon
		(317) 636-9800
		corydon@baldwinandlyons.com

BALDWIN & LYONS ANNOUNCES RESULTS FOR THE QUARTER

Indianapolis, Indiana, May 5, 2011—Baldwin & Lyons, Inc. (NASDAQ: BWINA, BWINB) today announced a net loss for the quarter of $15.2 million or $1.02 per share.  This compares to net income of $.04 per share for the prior year period.  An operating loss, defined as net loss before investment gains and losses, of $14.2 million, or $.96 per share, was sustained during the first quarter as the result of unprecedented catastrophe losses during the period, including the Japan and New Zealand earthquakes and extensive flooding in Australia.  This loss compares to an operating loss of $.10 per share for the first quarter of 2010, which included the largest first quarter catastrophe losses to that time.  Investment losses for the first quarter of 2011 were $1.0 million after tax, or $.06 per share, compared to net investments gains of $2.1 million, or $.14 per share, in the same quarter of 2010.

Premiums written by the Company’s insurance subsidiaries for the current quarter increased 10% when compared to the year earlier period.  Both of the Company’s segments experienced 10% growth with higher premium volume from fleet transportation products and casualty reinsurance.

Net premium earned increased 13%, to $57.6 million, for the first quarter of 2011.  The changes in net premium earned, compared to premium written, reflect both the time lag between premium written and earned as well as the utilization of reinsurance on certain products.

The company’s quarterly consolidated combined ratio was 146.2%, reflecting net pre-tax catastrophe losses from first quarter major events totaling approximately $23.9 million which produced an overall underwriting loss of $26.6 million.  The remaining $2.7 million of loss resulted from higher than normal fleet transportation loss activity during the quarter.

Both pre-tax and after tax investment income decreased 12% from last year’s first quarter as average bond yields have declined by 18%, reflecting the continuing impact of historically low yields for bonds on the Company’s fixed maturity portfolio.  However, both pre-tax and after tax investment income increased 6% from the fourth quarter of 2010 indicating the bottoming out of investment income declines experienced over the past three years.

Shareholders’ equity decreased $14.4 million, including regular cash dividends paid of $3.7 million ($.25 per share) during the first quarter of 2011.  Book value per share decreased $1.00 after consideration of dividend distributions.

Conference Call Information:

Baldwin & Lyons, Inc. has scheduled a conference call for Thursday, May 5, 2011 at 11:00 AM ET (New York time) to discuss results for the first quarter ended March 31, 2011.

To participate via teleconference, investors may dial 888-554-1430 (U.S./Canada) or 719-325-2112 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through May 12, 2011 by calling 877-870-5176 or 858-384-5517 and referencing passcode 3016163.

Investors and interested parties may also listen to the call via a live webcast, accessible on the company’s web site via a link at the top of the main Investor Relations page.  To participate in the webcast, please register at least fifteen minutes prior to the start of the call.  The webcast will be archived on this site until May 4, 2012.

Also available on the investor relations section of our web site are complete interim financial statements and copies of our filings with the Securities and Exchange Commission.

Financial Highlights (unaudited)
Baldwin & Lyons, Inc. and Subsidiaries
(in thousands, except per share data)
	Three Months Ended
	March 31
	2011			2010
Operating revenue	$	61,861		$	55,939
Net investment gains (losses)		(1,469	)		3,189
Total revenue	$	60,392		$	59,128
Operating loss	$	(14,243	)	$	(1,528	)
Net investment gains (losses),
net of federal income taxes		(955	)		2,073
Net income (loss)	$	(15,198	)	$	545
Per share data - diluted:
Average number of shares		14,822			14,769
Operating loss	$	(.96	)	$	(.10	)
Net investment gains (losses)		(.06	)		.14
Net income (loss)	$	(1.02	)	$	.04
Dividends paid to shareholders	$	.25		$	.50
Annualized return on average
shareholders' equity:
Operating loss		-17.5	%		-1.8	%
Net income (loss)		-18.7	%		0.6	%
Consolidated combined ratio of
insurance subsidiaries (GAAP basis):
Without fee income		146.2	%		115.7	%
Including fee income		144.2	%		113.6	%

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.