**Exhibit
      31.1**


**Certification
      of Chief Executive Officer**


**Section
      302**





I,
      Wayne
      E. Ahart, certify that:





1.
      I have
      reviewed this Annual report on Form 10-K of BNL Financial
      Corporation;




2.
      Based
      on my knowledge, this annual 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 annual report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual 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 annual 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 annual 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 annual
      report (the "Evaluation Date"); and





c)
      presented in this annual 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 annual
      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:
      March 31, 2006





/S/
      Wayne
      E. Ahart


_______________________


Wayne
      E.
      Ahart


Chairman
      of the Board




E-1


**Exhibit
        31.2**
 **Certification
        of Chief Financial Officer**
 **Section
        302**
 
 I,
        Barry
        N. Shamas, certify that:
 
 1.
        I have
        reviewed this Annual report on Form 10-K of BNL Financial
        Corporation;
  2.
        Based
        on my knowledge, this annual 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 annual report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this annual 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 annual 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 annual 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 annual
        report (the "Evaluation Date"); and
 
 c)
        presented in this annual 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 annual
        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:
        March 31, 2006
  /s/
        Barry
        N. Shamas
 _______________________
 Barry
        N.
        Shamas
 Executive
        V. P.
 
 
 E-2