**Exhibit
31.2**
 
 **Certification
of Chief Financial Officer**
 **Section
302**
 
 I, Barry
N. Shamas, certify that:
 
 1.
    I
      have reviewed this quarterly report on Form 10-Q of BNL Financial
      Corporation;
 
 2.
    Based
      on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;
 
 3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this quarterly report;
 
 4.
    The
      registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:
 
 a)
    designed
      such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
 
 b)
    evaluated
      the effectiveness of the registrant's disclosure controls and procedures
      as of a date within 90 days prior to the filing date of this quarterly
      report (the "Evaluation Date"); and
 
 c)
    presented
      in this quarterly report our conclusions about the effectiveness of the
      disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;
 
 5.
    The
      registrant's other certifying officers and I have disclosed, based on our
      most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):
 
 a)
    all
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls;
      and
 
 b)
    any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and
 
 6.
    The
      registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.
 
 Date: May 13,
2005
  _______________________________
 Barry N.
Shamas
 Chief
Financial Officer