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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For the Quarter Ended March 31, 2004

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the transition period from______to_____ .

                          Commission File No. 000-16880

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                            BNL FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

         IOWA                                          42-1239454
(State of incorporation)                    (I.R.S. Employer Identification No.)

           2100 W. William Cannon, Suite L
                    Austin, Texas                                        78745
      (Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code:  (512) 383-0220

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


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                           Yes __X__ No____


As of March 31, 2004, the Registrant had 19,414,513 shares of Common Stock, no
par value, outstanding.




<PAGE>





--------------------------------------------------------------------------------
BNL FINANCIAL CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



                         INDEPENDENT ACCOUNTANTS' REPORT




To The Board of Directors
BNL Financial Corporation


We have reviewed the accompanying Consolidated Balance Sheet of BNL Financial
Corporation and Subsidiaries as of March 31, 2004 and the related Consolidated
Statements of Income and Comprehensive Income and Consolidated Statements of
Cash Flows for the three-month periods ended March 31, 2004 and 2003. These
interim financial statements are the responsibility of the Corporation's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying interim  consolidated  financial statements for them
to be in conformity with accounting  principles generally accepted in the United
States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the Consolidated Balance Sheet of BNL
Financial Corporation and Subsidiaries as of December 31, 2003 and the related
Consolidated Statements of Income and Comprehensive Income, Changes in
Shareholders' Equity and Cash Flows for the year then ended (not presented
herein); and in our report dated February 9, 2004, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying Consolidated Balance Sheet as of
December 31, 2003 is fairly stated, in all material respects, in relation to the
Consolidated Balance Sheet from which it has been derived.




                                                        /s/ Smith, Carney & Co.
                                                       -------------------------
Oklahoma City, Oklahoma                                SMITH, CARNEY & CO., p.c.
May 14, 2004

                                       1

<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
BNL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------------------------------------------
  ASSETS
                                                                                     March 31               December 31,
                                                                                 2004 (Unaudited)          2003 (Audited)
                                                                                --------------------     -------------------
<S>                                                                             <C>                      <C>
Cash and cash equivalents                                                                $6,393,488             $ 3,398,661
Investment in fixed maturities, at fair value Available for Sale (amortized
  cost  $940,046, $1,245,558, respectively)                                               1,163,589               1,457,988
Investment in fixed maturities, at amortized cost, Held to Maturity (fair
  value $13,249,670;  $15,173,490, respectively)                                         13,148,429              15,120,096
Other long-term investments                                                               1,557,407               1,527,407
 Investment in equity securities  (cost $368,191; $339,509, respectively)                   394,164                 373,214
                                                                                --------------------     -------------------
               Total Investments, Including Cash and
                     Cash Equivalents                                                    22,657,077              21,877,366

Accrued investment income                                                                   137,360                 183,713
Furniture and equipment, net                                                                533,687                 486,000
Deferred policy acquisition costs                                                           298,883                 220,937
Policy loans                                                                                151,879                 144,122
Receivable from reinsurer                                                                    31,065                  31,065
Premiums due and unpaid                                                                     759,073               1,059,950
Income tax assets                                                                           212,000                 195,136
Intangible assets                                                                           161,753                 162,237
Other assets                                                                                203,065                 194,728
                                                                                --------------------     -------------------
               Total Assets                                                             $25,145,842             $24,555,254
                                                                                ====================     ===================

               LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Liabilities for future policy benefits                                               $ 2,001,878             $ 1,577,978
   Policy claims payable                                                                  2,354,906               2,578,992
   Annuity deposits                                                                       2,783,757               2,777,665
   Deferred annuity profits                                                                 420,898                 425,980
   Premium deposit funds                                                                     39,774                  40,260
   Supplementary contracts without life contingencies                                        57,730                  69,596
   Advanced and unallocated premium                                                       1,105,391               1,127,148
   Commissions payable                                                                      572,501                 433,257
   Accrued taxes and expenses                                                               689,570                 777,128
   Bonds payable                                                                          3,017,399               3,025,499
   Other liabilities                                                                        423,578                 370,569
                                                                                --------------------     -------------------
                              Total Liabilities                                          13,467,382              13,204,072
                                                                                --------------------     -------------------

COMMITMENTS AND CONTINGENCIES
   Contingent long-term liabilities                                                         660,447                 660,447
                                                                                --------------------     -------------------

          Total Commitments and Contingencies                                               660,447                 660,447
                                                                                --------------------     -------------------


Shareholders' Equity:
   Common stock, $.02 stated value, 45,000,000 shares authorized, 20,980,760;
    20,980,760 shares issued and outstanding, respectively                                  419,616                 419,616
   Additional paid-in capital                                                            10,791,210              10,787,911
   Accumulated other comprehensive income                                                   188,197                 177,768
   Accumulated surplus                                                                      792,843                 457,336
   Contingent Treasury stock, 440,298; 440,298 shares respectively                        (660,447)               (660,447)
   Treasury stock, at cost; 1,125,949; 1,098,493 shares respectively                      (513,406)               (491,449)
                                                                                --------------------     -------------------
               Total Shareholders' Equity                                                11,018,013              10,690,735
                                                                                --------------------     -------------------

          Total Liabilities and Shareholders' Equity                                    $25,145,842             $24,555,254
                                                                                ====================     ===================
-----------------------------------------------------------------------------------------------------------------------------------
          (See accompanying notes and Independent Accountants' Report)
</TABLE>
<PAGE>
                                       2
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
BNL FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
------------------------------------------------------------------------------------------------------------------------------------

                                                                                       Three Months Ended
                                                                                             March 31
                                                                          -------------------------------------------
                                                                                  2004                    2003
                                                                              (Unaudited)             (Unaudited)
                                                                          ---------------------    -------------------
<S>                                                                       <C>                      <C>
Income:
   Premium income                                                                   10,788,735           $ 10,351,344
   Net investment income                                                               234,847                242,874
   Marketing fees                                                                       41,668                 32,333
   Realized gains (loss)                                                                 (495)                (1,295)
                                                                          ---------------------    -------------------

               Total Income                                                         11,064,755             10,625,256
                                                                          ---------------------    -------------------


Expenses:
   Liability for future policy benefits expense                                        423,901                 54,127
   Policy benefits and other insurance costs                                         8,054,638              7,558,172
   Amortization of deferred policy acquisition costs                                     5,054                  4,708
   Operating expenses                                                                1,807,290              1,840,338
   Taxes, other than income, fees and assessments                                      380,585                376,772
                                                                          ---------------------    -------------------


                Total Expenses                                                      10,671,468              9,834,117
                                                                          ---------------------    -------------------


                Income from Operations before
                     Income Taxes                                                      393,287                791,139

   Provision for income taxes                                                           57,780                202,250
                                                                          ---------------------    -------------------


               Net Income                                                           $  335,507              $ 588,889
                                                                          =====================    ===================


Net income per common share (basic and diluted)                                          $0.02                  $0.03
                                                                          =====================    ===================


Weighted average number of fully
      paid common shares                                                            19,435,105             20,259,890
                                                                          =====================    ===================

Other comprehensive income, net of tax:
     Unrealized gains on securities:
          Unrealized holding gain (loss) arising
           during period (net of tax)                                                 $ 14,988               $ 63,796
       Reclassification adjustment for gain (loss)
           included in net income                                                      (4,559)                  1,295
                                                                          ---------------------    -------------------


                Other Comprehensive Income                                              10,429                 65,091
                                                                          ---------------------    -------------------


                Comprehensive Income                                                 $ 345,936              $ 653,980
                                                                          =====================    ===================







-----------------------------------------------------------------------------------------------------------------------------------
          (See accompanying notes and Independent Accountants' Report)
</TABLE>
<PAGE>

                                       3

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BNL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------------------------------------------------------

                                                                                               Three Months Ended
                                                                                                   March 31,
                                                                                        -------------------------------------
                                                                                              2004                2003
                                                                                          (Unaudited)          (Unaudited)
                                                                                        -----------------    ----------------
<S>                                                                                     <C>                  <C>
Cash flows from operating activities:
     Net income                                                                                $ 335,507          $  588,889
     Adjustments to reconcile net income to net cash
          provided by operating activities:
            Realized loss on investments                                                             495               1,295
            Decrease (increase) in deferred tax asset                                           (16,864)              29,000
            Depreciation                                                                          46,370              53,539
            Amortization of deferred acquisition costs,
                  organization costs and intangibles                                               6,508               6,161
            Accretion of bond discount                                                             (118)               1,390
        Change in assets and liabilities:
             Decrease in accrued investment income                                                46,353              19,661
             Decrease in premiums due and unpaid                                                 300,877              58,962
             Increase in liability for future policy benefits                                    423,901              54,127
             Decrease in policy claims payable                                                 (224,086)            (35,264)
             Increase (decrease) in annuity deposits and deferred profits                          1,010               (281)
             Decrease in premium deposit funds                                                     (485)             (1,461)
             Decrease in advanced and unallocated premium                                       (21,757)           (397,675)
             Increase in commissions payable                                                     139,244              35,765
             Other, (decrease) increase                                                        (120,208)              78,212
                                                                                        -----------------    ----------------


                    Net Cash Provided By Operating Activities                                    916,747             492,320
                                                                                        -----------------    ----------------


Cash flows from investing activities:
     Proceeds from sales of furniture and equipment                                               51,917                 599
     Proceeds from maturity or redemption - Available for Sale Investments                       961,866             783,923
     Proceeds from maturity or redemption - Held to Maturity Investments                       3,055,101             950,000
     Proceeds from sales of equity securities                                                     47,338                   0
     Purchase of furniture and equipment                                                       (149,235)            (28,650)
    Purchase of fixed maturity securities - Held to Maturity Investments                     (1,749,531)           (900,000)
     Purchase of equity securities                                                              (76,800)                   0
     Other investments - Line of credit advanced                                                (30,000)            (30,000)
                                                                                        -----------------    ----------------

                     Net Cash Provided By Investing Activities                                 2,110,656             775,872
                                                                                        -----------------    ----------------


Cash flows from financing activities:
     Net (payments) receipts on supplementary contracts                                         (11,866)            (11,248)
     Treasury shares purchased                                                                  (34,148)            (42,527)
     Treasury shares sold                                                                         14,289                   0
     Bonds payable purchased                                                                     (4,050)                   0
     Exercised stock options and stock bonus                                                       3,199              18,216
                                                                                        -----------------    ----------------


  Net Cash Used In Financing Activities
                                                                                                (32,576)            (35,559)
                                                                                        -----------------    ----------------


Net Increase  In Cash and Cash Equivalents                                                     2,994,827           1,232,633

Cash And Cash Equivalents, Beginning Of Period                                                 3,398,661           5,660,879
                                                                                        -----------------    ----------------


Cash And Cash Equivalents, End Of Period                                                     $ 6,393,488         $ 6,893,512
                                                                                        =================    ================


--------------------------------------------------------------------------------------------------------------------------------
          (See accompanying notes and Independent Accountant's Report)
</TABLE>
                                       4
<PAGE>

--------------------------------------------------------------------------------
 BNL FINANCIAL CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Note 1.
The accompanying Consolidated Financial Statements (unaudited) as of March 31,
2004 and March 31, 2003 have been reviewed by independent certified public
accountants. In the opinion of management, the aforementioned financial
statements contain all adjustments necessary to present fairly the financial
position as of March 31, 2004, and the results of operations for the periods
ended March 31, 2004 and March 31, 2003, and the cash flows for the periods
ended March 31, 2004 and March 31, 2003. All such adjustments are of a normal
recurring nature except as described in Note 2 below.

The statements have been prepared to conform to the requirements of Form 10-Q
and do not necessarily include all disclosures required by generally accepted
accounting principles (GAAP). The reader should refer to the Company's Annual
Report on Form 10-K for the year ended December 31, 2003, previously filed with
the Commission, for financial statements for the year ended December 31, 2003,
prepared in accordance with GAAP. Net income per share of common stock is based
on the weighted average number of outstanding common shares.

Note 2.
The  liability  for  future  policy  benefits  includes  a  benefit  reserve  of
approximately  $380,000 for the individual dental policies in force at March 31,
2004.  The Company has marketed  this product since 2001 and was notified by its
actuary in the first quarter of 2004, that new reserve rules  prescribed by most
state insurance  departments now require  additional  reserves be established to
more properly match  premiums and benefits for this product.  The effect of this
change in reserve  estimate on the net income in the period ended March 31, 2004
is approximately  $250,000 ($.01 per share) after considering the tax effect and
a related increase in deferred acquisition costs.


                                       5
<PAGE>



--------------------------------------------------------------------------------
BNL FINANCIAL CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

In this section, we review the consolidated results of operations for the three
months ended March 31, 2004 and 2003 and significant changes in the consolidated
financial condition of the Company. This discussion should be read in
conjunction with the accompanying consolidated financial statements, notes and
selected financial data.

Forward-Looking Statements

All statements, trend analyses and other information contained in this report
and elsewhere (such as in filings by us with the Securities and Exchange
Commission, press releases, presentations by us or our management or oral
statements) relative to markets for our products and trends in our operations or
financial results, as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," and other
similar expressions, constitute forward-looking statements under the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to known and unknown risks, uncertainties and other factors which may
cause actual results to be materially different from those contemplated by the
forward-looking statements. Such factors include, among other things: (i)
general economic conditions and other factors, including prevailing interest
rate levels and stock and credit market performance which may affect (among
other things) our ability to sell our products, our ability to access capital
resources and the costs associated therewith, the market value of our
investments and the lapse rate and profitability of policies; (ii) world
conflict, including but not limited to the war in Iraq, which may affect
consumers spending trends and priorities; (iii) customer response to new
products and marketing initiatives: (iv) mortality, morbidity and other factors
which may affect the profitability of our products; (v) changes in the federal
income tax laws and regulations which may affect the relative income tax
advantages of our products; (vi) regulatory changes or actions, including those
relating to regulation of financial services affecting (among other things) bank
sales and underwriting of insurance products and regulation of the sale,
underwriting and pricing of products; and (vii) the risk factors or
uncertainties listed from time to time in our filings with the Securities and
Exchange Commission.

Liquidity and Capital Resources

At March 31, 2004, we had liquid assets of $6,393,488 in cash, money market
savings accounts, U.S. Treasury Bills and short-term certificates of deposit.
All of the non-cash liquid assets can readily be converted to cash.

The major components of operating cash flows are premium income and investment
income while policy benefits are the most significant cash outflow. In the first
quarter of 2004, BNLAC collected $11,293,588 of premiums and annuity deposits
(gross before reinsurance) and we had consolidated investment income of
$234,847. Other sources of cash flow in 2004 were overwrite commissions of
$101,873 on vision products and marketing fees from EPSI Benefits Inc. of
$41,668. The Company paid $6,620,690 of policy benefits in the first quarter of
2004.

The Company's investments are primarily in U.S. Government, Government Agency
and other investment grade bonds. We do not hedge our investment income through
the use of derivatives.

Other long term investments of $1,557,407 consists of, in part, a convertible
debenture loan in the amount of $1,357,407 from one of the Company's
subsidiaries, BNL Equity Corporation (BNLE), to EPSI Benefits, Inc. (EBI), a
Texas Corporation. The loan bears interest at an annual rate of 14%, payable
monthly, with principal payments commencing September 15, 2008 and a maturity
date of August 15, 2015. To protect its interest, BNLE may convert the debenture
into 51% of the outstanding common stock of EBI, subject to regulatory approval.
The note is one of several agreements entered into by the Company's subsidiaries
which expand the business relationship with EBI and its subsidiary, Employer
Plan Services, Inc. (EPSI), which provides substantially all of the A&H claims
processing and adjudication for the Company's insurance subsidiary, Brokers
National Life Assurance Company ("BNLAC"). BNLE receives a marketing fee from
EBI under a related marketing agreement

Other long-term investments include an operating line of credit agreement with
an advance amount of $200,000. On October 15, 2002 BNLAC and EPSI entered into a
loan agreement whereby BNLAC will provide EPSI with a $200,000 line of credit
maturing October 15, 2004. The line of credit is at prime, 4.5%, with interest
payable monthly to BNLAC.

                                       6
<PAGE>

During the third quarter of 2003, the Company became a third party indemnitor by
entering into a series of bond indemnity and guarantee agreements totaling
approximately $445,000 in conjunction with a marketing agreement with a third
party, Employer Plan Services Inc. (EPSI). The Company received personal
guarantees from the owners of EPSI to effectively limit potential liability
under the guarantee agreement. With regard to the bond indemnities, the Company
will be obligated only if EPSI, EPSI'S parent and its shareholders, who are the
primary obligors, were all to become insolvent. Management considers the
likelihood of the Company realizing a liability under these agreements to be
remote.

We believe liquid assets, along with investment income, premium income and
marketing fees will be sufficient to meet our long and short-term liquidity
needs. We do not have any current plans to borrow money for operations.

Our insurance operations are conducted through BNLAC. At March 31, 2004, BNLAC
had statutory capital and surplus of $12,364,176. BNLAC is required to maintain
minimum levels of statutory capital and surplus, which differ from state to
state, as a condition to conducting business in those states in which it is
licensed. The State of Arkansas, which is the legal domicile of BNLAC, requires
a minimum of $2,300,000 in capital and surplus. The highest requirement in any
state in which BNLAC is licensed is $5,000,000. Management monitors the minimum
capital and surplus requirements to maintain compliance in each state in which
it is licensed.

Consolidated Results of Operations

Premium income for the first quarter of 2004 was $10,788,735 compared to
$10,351,344 for the same period in 2003. The increase of 4% for the quarter was
due to an increase in group and individual dental insurance premiums written.

Net investment income was $234,847 for the first quarter of 2004 compared to
$242,874 for the first quarter of 2003. The decrease for the quarter was
primarily due to the decline in fixed maturity securities and an increase in
short term investments.

The Company received $41,668 of marketing fees from EPSI Benefits Inc. in the
first quarter of 2004 compared to $32,333 for the same period last year. The
Marketing Fees are collectable in conjunction with the expanded business
relationship of the Company with EPSI Benefits Inc. The increase in marketing
fees in 2004 is due to an increase in self-funded groups that are administered
by EPSI Benefits Inc.

Realized loss on investments was $495 for the first quarter of 2004 compared to
a loss of $1,295 for the same period in 2003. In the first quarter the Company
did not sell any fixed maturity securities, however several were called.

In the first quarter of 2004, liability for future policy benefits expense was
$423,901 compared to $54,127 for the same period in 2003. The increase for the
first quarter of 2004 was due to a $380,000 increase in benefit expense reserve
for individual dental insurance. See Note 2 to the financial statements.

Policy benefits and other insurance costs were $8,054,638 in the first quarter
of 2004 compared to $7,558,172 for the same period in 2003. The increase was
primarily due to an increase in policy benefits and commissions on group and
individual dental insurance. The claims ratio on group dental insurance, which
represents the ratio of claims incurred to premium earned, was 63.1% for the
first quarter of 2004 compared to 62.4% for the first quarter of 2003.

Amortization of deferred policy acquisition costs was $5,054 and $4,708 for the
first quarter of 2004 and 2003, respectively. Amortization of deferred policy
acquisition costs varies in relation to lapses or surrenders of existing
policies.

For the first quarter of 2004 operating expenses were $1,807,290 compared to
$1,840,338 for the same period in 2003. The decrease for the period was
primarily due to a decrease in executive bonuses of $60,000 and recognition of
$83,000 of deferred acquisition costs related to the change in estimate of
individual dental policy reserves as described in Note 2 to the financial
statements.
                                       7
<PAGE>

Taxes, other than on income, fees and assessments, were $380,585 for the first
quarter of 2004 compared to $376,772 for the first quarter of 2003. The increase
was primarily due to an increase in licenses and fees due to expanded operating
territory.

The provision for income taxes in the first quarter of 2004 includes $75,780
current tax expense and $18,000 deferred tax credit compared to $173,250 current
tax expense and $29,000 deferred tax expense in the first quarter of 2003. The
current period tax expense decreased due to a reduction in profits.

Income from operations before income taxes for the first quarter of 2004 was
$393,287 compared to $791,139 for the same period in 2003. The decrease for the
first quarter of 2004 was primarily due to the increase in benefit expense
reserves set up on individual dental insurance.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the potential loss resulting from adverse changes in the
value of financial instruments, either derivative or non-derivative, caused by
fluctuations in interest rates, foreign exchange rates, commodity prices, and
equity security prices. We handle market risks in accordance with our
established policies. We did not have financial instruments to manage and reduce
the impact of changes in interest rates at March 31, 2004 and December 31, 2003.
We held various financial instruments at March 31, 2004 and 2003, consisting of
financial assets reported in our Consolidated Balance Sheets.

Interest Rate Risk - We are subject to interest rate risk through the investment
in fixed maturity securities, such as U.S. Government and Government Agency
securities and other investment grade bonds. The fair market value of long-term,
fixed-interest rate debt is subject to interest rate risk. Generally, the fair
value of fixed-interest rate debt will increase as interest rates fall and will
decrease as interest rates rise. The estimated fair value of our fixed maturity
securities at March 31, 2003 and December 31, 2003 was $14,413,259 and
$16,631,478, respectively.

Based on testing at December 31, 2003 a one percentage point increase would
result in a decrease in the estimated fair value of fixed maturity securities of
$469,000. Initial fair values were determined using the current rates at which
we could enter into comparable financial instruments with similar remaining
maturities. The estimated earnings and cash flows impact for the first three
months of 2004 resulting from a one percentage point increase in interest rates
would be immaterial, holding other variables constant.

Foreign-Exchange Rate Risk - We currently have no exposure to foreign-exchange
rate risk because all of our financial instruments are denominated in U.S.
dollars.

Commodity Price Risk - We have no financial instruments subject to commodity
price risk.

Equity Security Price Risk - Equity securities at March 31, 2004 totaled
$394,164, or only 1.7% of total investments and cash on a consolidated basis.

The preceding discussion of estimated fair value of our financial instruments
and the sensitivity analyses resulting from hypothetical changes in interest
rates are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements reflect our current
expectations and involve uncertainties. These forward-looking market risk
disclosures are selective in nature and only address the potential impact from
financial instruments. They do not include other potential effects which could
impact our business as a result of changes in interest rates, foreign-exchange
rates, commodity prices, or equity security prices.
                                       8
<PAGE>

4. Internal Control and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports
pursuant to the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and its Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurances of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures, as
that term is defined in Rule 13a-14(c) under the Securities Exchange Act of
1934, as amended. Based on this evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective in timely alerting the Company's Chief Executive
Officer and Chief Financial Officer to material information required to be
disclosed in the periodic reports filed with the SEC.

 In addition, the Company's Chief Executive Officer and Chief Financial Officer
have reviewed the Company's internal controls, and there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls subsequent to the date of the last
evaluation.


                                       9
<PAGE>

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company was not a part of any new legal proceedings during the first quarter
of 2004.

In 2001, the Board of Directors of the Company and BNL Equity Corporation
approved a settlement in the class action case brought by certain shareholders.
The settlement, which was approved by the Pulaski County Circuit Court and the
Arkansas Insurance Commissioner, was subject to various conditions, including
the approvals by any other applicable regulatory authorities and conditioned
upon compliance with federal and state securities laws. As of December 31, 2002,
all requisite approvals were received and redemption of the stock began in 2003.

As part of the settlement agreement, the Company issued its Bonds in the
principal amount of $1.50 in exchange for each share of common stock of BNL
owned by the members of the Class. The Bonds are for a term of twelve years,
effective December 15, 2002, with principal payable at maturity and bear
interest at the rate of 6% per annum payable annually from the previous fiscal
year's earnings of BNL and will impact earnings per share to the extent of
approximately $.013 per share. If any interest payment is not made, it will be
added to the principal and paid at maturity. The Bonds are fully callable and
redeemable at par at any time by BNL.

During 2003, the Company reclassified Contingent Long Term Liabilities and
Contingent Treasury Stock in the amount of $3,637,288 to Bonds Payable and
Treasury Stock, respectively, in accordance with the character of the litigation
settlement of 2001 and the performance of all duties there under. The $3,637,288
of Treasury Stock was retired and returned to authorized but not issued status.
The remaining Contingent Long Term Liabilities and Contingent Treasury Stock in
the amount of $660,447 represents shares that may or may not have rights to
exchange under the settlement and, as such, are contingent on determination of
their status.

The settlement is reflected in the first quarter of 2004 as bonds payable of
$3,017,399, contingent long-term liabilities of $660,447 and contingent treasury
stock of same amount and had no effect on the Statement of Cash Flows other than
the purchase of bonds mentioned above and interest payments.

Item 2.  Changes in Securities.

None of the rights of the holders of any of the Company's securities were
materially modified during the period covered by this report. In addition, no
class of securities of the Company was issued or modified which materially
limited or qualified any class of its registered securities.

Item 3. Defaults Upon Senior Securities.

During the period covered by this report there was no material default in the
payment of any principal, interest, sinking or purchase fund installment, or any
other material default not cured within 30 days with respect to any indebtedness
of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the time period
covered by this filing.

Item 5.  Other Information.

None

Item 6. Exhibits and Reports on Form 10-Q.

None

                                       10
<PAGE>

(b) Reports on Form 8-K.

The Company did not file a Form 8-K during the period covered by this document.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                            BNL FINANCIAL CORPORATION
                                  (Registrant)



Date: May 14, 2004                         /s/ Wayne E. Ahart
                                         ____________________________________
-------------------------------------------------------------------------------
                                       By: Wayne E. Ahart, Chairman of the Board
                                           (Chief Executive Officer)


Date: May 14, 2004                          /s/ Barry N. Shamas
                                          ___________________________________
                                      By: Barry N. Shamas, Executive V.P.
                                           (Chief Financial Officer)




                                       11
<PAGE>



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


                                 Certifications

I, Wayne E. Ahart, 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 14, 2004

      /s/ Wayne E. Ahart
      -----------------------
      Wayne E. Ahart
      Chairman of the Board

<PAGE>


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 14, 2004

       /s/ Barry N. Shamas
      -----------------------
      Barry N. Shamas
      Chief Financial Officer



<PAGE>






                                                                   Exhibit 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF BNL FINANCIAL CORPORATION
                         PURSUANT TO 18 U.S.C. ss. 1350


In connection with the accompanying report on Form 10-Q for the period ending
March 31, 2004 and filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Wayne E. Ahart, Chief Executive Officer of BNL
Financial Corporation, hereby certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1. The Report fully complies with the requirements of Section 13 (a) or 15
         (d) of the Securities Exchange Act of 1934; and

      2. The information contained in this Report fairly presents, in all
         material respects the financial condition and results of operations of
         the Company.


/s/ Wayne E. Ahart
-----------------------
Wayne E. Ahart
Chief Executive Officer
May 14, 2004





<PAGE>




                                                                    Exhibit 99.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF BNL FINANCIAL CORPORATION
                         PURSUANT TO 18 U.S.C. ss. 1350


In connection with the accompanying report on Form 10-Q for the period ending
March 31, 2004 and filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Barry N. Shamas, Chief Financial Officer of BNL
Financial Corporation, hereby certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1. The Report fully complies with the requirements of Section 13 (a) or 15
         (d) of the Securities Exchange Act of 1934; and

      2. The information contained in this Report fairly presents, in all
         material respects the financial condition and results of operations of
         the Company.


/s/ Barry N. Shamas
-----------------------
Barry N. Shamas
Chief Financial Officer
May 14, 2004