EXHIBIT 31.2




CERTIFICATION
OF CFO PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT


and


Rule
15d-14(a) [17 CFR 240.15d-14(a)]


CERTIFICATION


I, the
Executive Vice President, Chief Operating Officer and Chief Financial Officer of
BNL FINANCIAL CORPORATION (the “Registrant”), certify that:
  1.    I
have reviewed this Annual Report on Form 10-K of the Registrant;
  2.    Based
on my knowledge, this 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 report;
  3.    Based
on my knowledge, the financial statements, and other financial information
included in this 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 report;
  4.    The
Registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
  (a)
 designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being
prepared;
  (b) 
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
  (c)  evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
  (d)  disclosed
in this report any change in the Registrant’s internal control over financial
reporting that occurred during the Registrant’s most recent fiscal quarter (the
Registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
  5.    The
Registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of the Registrant’s board of
directors (or persons performing the equivalent functions):
  (a)  all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Registrant’s ability to record, process, summarize and
report financial information; and
  (b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant’s internal control over financial
reporting.




Date:
March 30, 2009




/s/
Barry N.
Shamas


Name:
Barry N. Shamas


Titles:
Executive Vice President,


Chief
Operating Officer and


Chief
Financial Officer


BNL
FINANCIAL CORPORATION










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