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 3, 2012:

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 3, 2012, Baldwin & Lyons, Inc. (the Company) issued a press release announcing the results of its operations for the first quarter ended March 31, 2012.  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  2012, 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 3, 2012.

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 3, 2012                                                                   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 3, 2012
	Unaudited First Quarter Financial Statements	Press Contact:  G. Patrick Corydon
		(317) 636-9800
		corydon@baldwinandlyons.com

BALDWIN & LYONS ANNOUNCES RECORD FIRST QUARTER INCOME

Indianapolis, Indiana, May 3, 2012—Baldwin & Lyons, Inc. (NASDAQ: BWINA, BWINB) today announced after tax operating income, defined as net gain before investment gains and losses, of $8.0 million, or $.54 per share, for the first quarter of 2012.  This first quarter record operating income compares to an after tax operating loss of $14.2 million, or $.96 per share, during the first quarter of 2011, when large catastrophic events, including earthquakes in Japan and New Zealand produced nearly $19 million in after-tax losses.  Net investment gains for the first quarter of 2012 were $3.5 million after tax, or $.24 per share, compared to investment losses of $1.0 million after tax, or $.06 per share, in the same quarter of 2011.  Net investment gains include, in addition to normal investment trading, both realized and unrealized gains in the company’s limited partnership investments.  In total, after tax net income for the quarter of $11.5 million, or $.78 per share, is also a record for first quarter net income and compares to an after tax net loss of $15.2 million, or $1.02 per share, for the prior year first quarter.

Premiums written by the Company’s insurance subsidiaries for the current quarter totaled $90.1 million, an increase of 6% when compared to the prior year period and the highest gross quarterly premium production in the Company’s history.  The Property and Casualty Insurance segment experienced 4% growth related to higher premium volume from fleet transportation and professional liability business.  The Reinsurance segment posted 14% growth as the result of higher premium volume from new lines of casualty reinsurance.

Net premium earned increased by 7%, to $61.6 million, for the first quarter of 2012, in line with increases in premium written.

The Company’s consolidated combined ratio for the first quarter was 86.4%, before consideration of fee income, producing $8.4 million in pre-tax underwriting income.  Including fee income, underwriting income was $9.0 million producing a combined ratio of 85.5%.  The Property and Casualty Insurance segment combined ratio was 95.3% and the Reinsurance segment combined ratio was 55.0%, reflecting an uneventful first quarter with respect to property losses as well as favorable development on prior year reserves.

After-tax investment income, impacted by continuing historically low available yields, decreased over 10% from both the immediately preceding quarter and last year’s first quarter.  Finding attractive after-tax yields on high quality bonds remains challenging and lower average portfolio yields continue to outpace positive cash flow, which this quarter totaled $11.7 million.

The combination of the company’s record net income for the quarter and a meaningful improvement in net unrealized gains on the company’s invested assets during the first quarter caused the company’s book value to increase $1.05 per share, after the payment of cash dividends of $.25 per share, ending at $22.54 as of March 31, 2012.

Conference Call Information:

Baldwin & Lyons, Inc. has scheduled a conference call for Thursday, May 3 at 11:00 AM ET (New York time) to discuss results for the first quarter ended March 31, 2012.

To participate via teleconference, investors may dial 1-877-857-6151 (U.S./Canada) or 1-719-325-4755 (International or local) at least five minutes prior to the beginning of the call.  A replay of the call will be available through May 10, 2012 by calling 1-877-870-5176 or 1-858-384-5517 and referencing passcode 3614729.

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 3, 2013.

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
	2012			2011
Operating revenue	$	65,479		$	61,861
Net investment gains (losses)		5,381			(1,469	)
Total revenue	$	70,860		$	60,392
Operating income (loss)	$	8,008		$	(14,243	)
Net investment gains (losses),
net of federal income taxes		3,498			(955	)
Net income (loss)	$	11,506		$	(15,198	)
Per share data - diluted:
Average number of shares		14,842			14,822
Operating income (loss)	$	.54		$	(.96	)
Net investment gains (losses)		.24			(.06	)
Net income (loss)	$	.78		$	(1.02	)
Dividends paid to shareholders	$	.25		$	.25
Annualized return on average
shareholders' equity:
Operating income (loss)		10.8	%		-17.5	%
Net income (loss)		15.5	%		-18.7	%
Consolidated combined ratio of
insurance subsidiaries (GAAP basis):
Without fee income		86.4	%		146.2	%
Including fee income		85.5	%		144.2	%

Operating income is defined as net gain before investment gains and losses,

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.