SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OMARA JOHN M

(Last)

(First)

(Middle)

314 WEST LYON FARM DRIVE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BALDWIN & LYONS INC [ BWINA / B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common								14,062⁽¹⁾	D
Class A Common								57,375⁽¹⁾	I	In trust for reporting person's wife and children⁽²⁾
Class A Common								13,875⁽¹⁾	I	Owned by reporting person's wife⁽³⁾
Class B Common	01/02/2004		M		1,098	A	$28.1	65,129⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to buy (option)	$0.8	01/02/2004		X			1,098	01/03/1995⁽⁴⁾	01/03/2013⁽⁴⁾	Class B Common	1,098	$28.1	7,955⁽¹⁾	D
Right to buy (option)	$1	04/01/2003		A	V	239		04/02/2004	04/01/2013	Class B Common	239	$18.87⁽⁵⁾	239	D
Right to buy (option)	$1	07/01/2003		A	V	190		07/02/2004	07/01/2013	Class B Common	190	$22.68⁽⁵⁾	190	D
Right to buy (option)	$1	10/01/2003		A	V	157		10/02/2004	10/01/2013	Class B Common	157	$22.39⁽⁵⁾	157	D
Right to buy (option)	$1	01/02/2004		A	V	166		01/03/2005	01/02/2014	Class B Common	166	$27.11⁽⁵⁾	166	D

Explanation of Responses:

1. All information presented has been adjusted to reflect a 5-for-4 stock split effective February 17, 2003.

2. Reporting person serves as trustee and has or shares investment power but expressly disclaims beneficial ownership.

3. Reporting person disclaims beneficial ownership of these shares.

4. Options become exercisable one year from the date of issuance and expire ten years and one day from the date of issuance. Exercise price for all options was $1.00 per share on the date of grant. For options previously reported on Forms 4 and 5, the expiration dates range from January 3, 2004 to January 3, 2013. The price paid for the options was equal to and in lieu of directors fees in the amount of $3,000 to $4,500 per quarter.

5. The price paid for the options was equal to and in lieu of directors fees in the amount of $3,000 to $4,500 per quarter.

Remarks:

	John M. O'Mara	01/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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