Exhibit        31.2

 

**CERTIFICATION**

**PURSUANT TO SECTION 302**

**OF THE        SARBANES-OXLEY ACT OF 2002**

 

**CERTIFICATION**

I, G.        Patrick Corydon, certify that:

1. I have        reviewed this annual report on Form 10-K of Baldwin & Lyons, Inc.;

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 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 annual 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 annual        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 fourth fiscal        quarter 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 registrant’s board of directors (or persons performing the        equivalent function):

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

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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        14, 2008

 

/s/ G.        Patrick Corydon 

G. Patrick        Corydon

Senior Vice        President and

Chief        Financial Officer

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