8-K

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

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


                                    FORM 8-K

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


        Date of Report (Date of earliest event reported): August 10, 2007
                                                          ---------------

                                BNS Holding, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                             1-5881                  20-1953457
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)


25 Enterprise Center, Suite 104, Middletown, Rhode Island               02842
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                     (zip code)

       Registrant's telephone number, including area code: (401) 848-6300
                                                           --------------


                                      N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

   |_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

   |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

   |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

   |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 3.01   NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
            OR STANDARD; TRANSFER OF LISTING

      On August 13, 2007, BNS Holding, Inc. (the "Company") filed a Notification
of Removal from Listing and/or Registration Under Section 12(b) of the
Securities Exchange Act of 1934, as amendment (the "Exchange Act"), on Form 25
(the "Form 25") with the Securities and Exchange Commission (the "Commission").
The Form 25 notified the Commission of the Company's desires to cease the
listing and trading of the Company's Class A Common Stock, $0.01 par value per
share (the "Common Stock"), and Preferred Stock Purchase Rights on the Boston
Stock Exchange since it has less than 300 holders of record as a result of the
Reverse/Forward Stock Split (as defined below). The Form 25 is effective 10 days
after filing (August 23, 2007). A copy of the Form 25 has been sent to the
Boston Stock Exchange.

Item 5.03   AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE OF
            FISCAL YEAR

      On August 10, 2007, the Company announced that it filed amendments to its
Certificate of Incorporation which (i) effectuated a reverse stock split of its
outstanding shares of Common Stock, whereby the Company effected a 1-for-200
reverse stock split, such that stockholders of record owning fewer than 200
shares of Common Stock have had such shares converted into the right to receive
$13.62 for each share of Common Stock held prior to the reverse stock split,
immediately followed by a 200-for-1 forward stock split (the "Reverse/Forward
Stock Split"); (ii) granted the Company an option to acquire shares proposed to
be transferred by stockholders subsequent to such Reverse/Forward Stock Split
if, after the proposed transfer, there would be 250 or more holders of record of
the Common Stock (the "Right of First Refusal"); and (iii) decreased the number
of authorized shares of Class A Common Stock, $.01 par value, from 30,000,000 to
5,000,000, and eliminated the authorized shares of Class B Common Stock, $.01
par value (the "Authorized Share Reduction").

      The amendments were approved by the stockholders of the Company on July
19, 2007 followed by the approval of the Board of Directors of the Company.

ITEM 8.01   OTHER EVENTS

      On August 13, 2007, the Company issued a press release relating to the
various corporate actions described above.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

            Exhibit 3(i).1. --  Certificate of Amendment to Certificate of
                                Incorporation to effectuate the Reverse Stock
                                Split.

            Exhibit 3(i).2. --  Certificate of Amendment to Certificate of
                                Incorporation to effectuate the Forward Stock
                                Split.

            Exhibit 3(i).3. --  Certificate of Amendment to Certificate of
                                Incorporation to effectuate the Right of First
                                Refusal.



            Exhibit 3(i).4. --  Certificate of Amendment to Certificate of
                                Incorporation to effectuate the Authorized Share
                                Reduction.

            Exhibit 99.1 --     Press Release of BNS Holding Inc. dated August
                                13, 2007.


                                      -2-




                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          BNS HOLDING, INC.

Dated: August 13, 2007                    By: /s/ Terry Gibson
                                              ----------------------------------
                                              Name:  Terry Gibson
                                              Title: Chief Financial Officer


                                      -3-

EX-3.(I)1

                                                                  Exhibit 3(i).1


                            Certificate of Amendment

                                       of

              Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

               Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1.    The   name  of  the   corporation   is  BNS   Holding,   Inc.   (the
"Corporation").

      2.    The Amended and  Restated  Certificate  of  Incorporation  is hereby
amended by adding the following immediately after article FOURTH A:

            "FOURTH B: Effective August 13, 2007 and without regard to any other
            provision of this Amended and Restated Certificate of Incorporation,
            each  one (1)  share  of  Class A Common  Stock,  either  issued  or
            outstanding  or  held  by  the   Corporation   as  treasury   stock,
            immediately prior to the time this amendment becomes effective shall
            be and is hereby automatically reclassified and changed (without any
            further  act) into one-two  hundredth  (1/200th) of a fully paid and
            nonassessable  share of Class A Common Stock  without  increasing or
            decreasing  the amount of stated  capital or paid-in  surplus of the
            Corporation,  provided that no fractional  shares shall be issued to
            any  registered  holder of fewer  than 200  shares of Class A Common
            Stock   immediately   prior  to  the  time  this  amendment  becomes
            effective,  and that  instead of issuing such  fractional  shares to
            such holders, such fractional shares shall be canceled and converted
            into the right to receive the cash  payment of $13.62 per share on a
            pre-split basis to each shareholder  owning fewer than 200 shares of
            Class A Common Stock immediately prior to the effective time of this
            amendment."

      3.    This  amendment  shall be  effective  as of 9:00 A.M.  of August 13,
2007.

      4.    The amendment of the certificate of  incorporation  herein certified
has been duly adopted in  accordance  with the  provisions of Section 242 of the
General Corporation Law of the State of Delaware.



      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of the  Amended  and  Restated  Certificate  of  Incorporation  to be
executed on this 10th day of August, 2007.

                                    BNS HOLDING, INC.

                                    /s/ Kenneth Kermes
                                    --------------------------------------------
                                    Name:  Kenneth Kermes
                                    Title: President

EX-3.(I)2

                                                                  Exhibit 3(i).2


                            Certificate of Amendment

                                       of

                Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

                Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1.    The   name  of  the   corporation   is  BNS   Holding,   Inc.   (the
"Corporation").

      2.    The Amended and  Restated  Certificate  of  Incorporation  is hereby
amended by adding the following immediately after article FOURTH B:

            "FOURTH C: Effective August 13, 2007 and without regard to any other
            provision of this Amended and Restated Certificate of Incorporation,
            each  one (1)  share  of  Class A Common  Stock,  either  issued  or
            outstanding or held by the  Corporation as treasury  stock,  and any
            fractional  share held by any shareholder who holds in excess of one
            (1)  share  immediately  prior to the time  this  amendment  becomes
            effective shall and is hereby automatically reclassified and changed
            (without  any further  act) into two hundred  (200)  fully-paid  and
            nonassessable  shares of Class A Common  Stock (or,  with respect to
            fractional  shares,  such  lesser  number of shares  and  fractional
            shares  as may be  applicable  based  upon  such  200-for-1  ratio),
            without  increasing  or decreasing  the amount of stated  capital or
            paid-in  surplus of the  Corporation,  provided  that no  fractional
            shares of Class A Common Stock shall be issued."

      3.    This  amendment  shall be  effective  as of 9:01 A.M.  of August 13,
2007.

      4.    The amendment of the certificate of  incorporation  herein certified
has been duly adopted in  accordance  with the  provisions of Section 242 of the
General Corporation Law of the State of Delaware.



      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of the  Amended  and  Restated  Certificate  of  Incorporation  to be
executed on this 10th day of August, 2007.

                                    BNS HOLDING, INC.

                                    /s/ Kenneth Kermes
                                    --------------------------------------------
                                    Name: Kenneth Kermes
                                    Title: President

EX-3.(I)3

                                                                  Exhibit 3(i).3


                            Certificate of Amendment

                                       of

                Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

                Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1.    The   name  of  the   corporation   is  BNS   Holding,   Inc.   (the
"Corporation").

      2.    The Amended and  Restated  Certificate  of  Incorporation  is hereby
amended by adding the following immediately after article FOURTH C:

            "FOURTH D: After the effective  time of the filing of this amendment
            to the Corporation's Amended and Restated Articles of Incorporation,
            the Corporation shall have the right to buy shares of Class A Common
            Stock proposed to be transferred by any shareholder if such transfer
            would  cause the number of  holders  of record of the  Corporation's
            Class A Common  Stock to equal or  exceed  250 (the  "Right of First
            Refusal").  For purposes of the Right of First Refusal, a "transfer"
            would include conveyance of Class A Common Stock,  whether voluntary
            or  involuntary,  including  but  not  limited  to any  sale,  gift,
            assignment,  bequest, or devise. The price to be paid for the shares
            pursuant  to the  Right of First  Refusal  would be equal to (i) the
            mean  between the bid and asked  prices (as  published  in the "pink
            sheets")  averaged  over the 20 trading  days on which the shares of
            Common Stock were actually quoted immediately  preceding the date of
            exercise  of the  option  or (ii) if the  Common  Stock  is not then
            quoted  in  the  "pink  sheets,"  or if  such  determination  cannot
            otherwise  be  made,  the  fair  market  value  of  such  shares  as
            determined in good faith by our Board of Directors.  Any shareholder
            proposing to transfer shares of Class A Common Stock must notify the
            Corporation  prior to such  proposed  transfer.  At such time as the
            Corporation  becomes aware of a proposed  transfer that would cause,
            or has caused,  the number of holders of record of the Corporation's
            Class A Common Stock to equal or exceed 250, the  Corporation  shall
            have 30 days to  exercise  its right to buy back such  shares of its
            Class A Common Stock."

      3.    This  amendment  shall be  effective  as of 9:02 A.M.  of August 13,
2007.

      4.    The amendment of the certificate of  incorporation  herein certified
has been duly adopted in  accordance  with the  provisions of Section 242 of the
General Corporation Law of the State of Delaware.



      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of the  Amended  and  Restated  Certificate  of  Incorporation  to be
executed on this 10th day of August, 2007.

                                    BNS HOLDING, INC.

                                    /s/ Kenneth Kermes
                                    --------------------------------------------
                                    Name: Kenneth Kermes
                                    Title: President

EX-3.(I)4

                                                                  Exhibit 3(i).4


                            Certificate of Amendment

                                       of

                Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

                Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1.    The   name  of  the   corporation   is  BNS   Holding,   Inc.   (the
"Corporation").

      2.    The Amended and  Restated  Certificate  of  Incorporation  is hereby
amended by deleting  Article  Fourth in its entirety  and  replacing it with the
following:

            "FOURTH:  The aggregate number of shares of capital stock which this
            Corporation  shall have  authority to issue is  6,000,000  shares of
            which  5,000,000  shares  shall be Class A Common  Stock,  $0.01 par
            value per share and 1,000,000 shares shall be Preferred Stock, $1.00
            par  value  per  share.  The  Class  A  Common  Stock  is  sometimes
            hereinafter referred to as the "Common Stock."

                  The voting  powers,  designations,  preferences  and relative,
            participating,   optional   or  other   special   rights,   and  any
            qualifications,  limitations or restrictions thereof, of the Class A
            Common  Stock  and the  Preferred  Stock  shall be  governed  by the
            following provisions.

                  A. CLASS A COMMON STOCK

                  Except  as   otherwise   provided  in  this   Certificate   of
            Incorporation, each share of Common Stock shall have the same rights
            and privileges  and rank equally,  share ratably and be identical in
            all respects as to all matters.

                  1. DIVIDENDS, COMBINATIONS AND SUBDIVISIONS.

                  Subject to the  limitations  prescribed  herein,  any  further
            limitations in accordance herewith and any resolution or resolutions
            of the Board of Directors  providing  for the issuance of any series
            of Preferred Stock,  holders of shares of Class A Common Stock shall
            be  entitled  to  receive,  when  and as  declared  by the  Board of
            Directors,  out of the  assets or funds  which are by law  available
            therefore,  dividends payable in cash, or in property,  or in shares
            of Class A Common  Stock,  or in shares of any  series of  Preferred
            Stock, or in any combination thereof.



                  2. VOTING.

                  (a) Except as provided by law or except as expressly  provided
            herein,  at every meeting of  stockholders,  every holder of Class A
            Common  Stock shall be entitled to one vote on all matters in person
            or by proxy for each share of Class A Common  Stock  outstanding  in
            his name on the transfer books.

                  (b)  Except  as may  otherwise  be  required  by  law or  this
            Certificate  of  Incorporation  the holders of Class A Common  Stock
            shall vote together as a single class,  subject to any voting rights
            which may be granted to holders of any series of Preferred Stock.

                  B. PREFERRED STOCK.

                  The Board of Directors is  expressly  authorized  at any time,
            and from time to time,  to provide for the issuance of shares of the
            class of  Preferred  Stock in one or more  series  with such  voting
            powers,  full or  limited,  or  without  voting  powers  (except  as
            otherwise  required by ARTICLE  EIGHTH) and with such  designations,
            preferences and relative,  participating,  optional or other special
            rights, and qualifications,  limitations or restrictions thereof, as
            shall be stated  and  expressed  in the  resolution  or  resolutions
            providing for the issue  thereof  adopted by the Board of Directors,
            and  as  are  not  stated  and  expressed  in  the   Certificate  of
            Incorporation of this  Corporation,  including (but not limiting the
            generality thereof) the following:

                        (a) The number of shares to constitute each such series,
                  and the designation of each such series;

                        (b)  The  dividend   rate  of  each  such  series,   the
                  conditions  and  dates  upon  which  such  dividends  shall be
                  payable,  the relation (including  preferences,  if any) which
                  such  dividends  shall  bear to the  dividends  payable on any
                  other  class or  classes  or on any  other  series of class or
                  classes  of  stock,   and  whether  such  dividends  shall  be
                  cumulative or non-cumulative;

                        (c)  Whether  the  shares  of any such  series  shall be
                  subject to redemption by this Corporation and, if made subject
                  to such  redemption,  the times,  prices  and other  terms and
                  conditions of such redemption;

                        (d) The terms and amount of any  sinking  fund  provided
                  for the purchase or redemption of shares of any such series;

                        (e) Whether or not the shares of each such series  shall
                  be convertible  into or  exchangeable  for shares of any other
                  class  or  classes  or of any  other  series  of any  class or



                  classes of stock of this Corporation, and if provision be made
                  for the conversion or exchange,  the times,  prices,  rates of
                  exchange,  adjustments,  and any other terms and conditions of
                  such conversion or exchange;

                        (f) The  extent,  if any,  to which the  holders  of the
                  shares  of each such  series  shall be  entitled  to vote with
                  respect to the election of directors or otherwise;

                        (g) The restriction,  if any, on the issue or reissue or
                  sale of any additional Preferred Stock;

                        (h) The rights of the holders of the shares of each such
                  series  (including  preferences,  if any,  over the  rights of
                  holders of any other  class or classes or of any other  series
                  of any class or classes) upon the  dissolution of, or upon the
                  distribution of assets of, this Corporation;

            but all  series of  Preferred  Stock at any time  outstanding  shall
            constitute but one class of capital stock.

                  Except as  otherwise  required by ARTICLE  EIGHTH or as may be
            otherwise required by law and except for such voting powers, if any,
            with respect to the election of directors or other matters as may be
            stated in the  resolution or  resolutions  of the Board of Directors
            creating  any series of  Preferred  Stock,  the  holders of any such
            series  shall have no voting power  whatsoever.  Except as otherwise
            provided in this ARTICLE FOURTH,  any amendment to this  Certificate
            of  Incorporation  which shall  increase or decrease the  authorized
            stock of any class or classes may be adopted by the  favorable  vote
            of the holders of a majority of the voting power of the  outstanding
            shares of the stock of this Corporation  entitled to vote in respect
            thereof.

                  Subject to the powers,  preferences,  rights,  qualifications,
            limitations and restrictions  with respect to each class,  including
            any  series  thereof  (including  without  limitation  the  class of
            Preferred  Stock,  and  any  series  thereof),   of  stock  of  this
            Corporation having any preference or priority over the Common Stock,
            the  holders of Common  Stock  shall have and possess all powers and
            rights pertaining to the stock of this Corporation.

                  C.    SERIES B PARTICIPATING PREFERRED STOCK

                  1. Designation and Amount.  The shares of such series shall be
            designated as "Series B Participating  Preferred Stock" (the "Series
            B Stock") and the number of shares constituting such series shall be
            170,000.  The number of shares of Series B Stock may be increased or
            decreased  by a resolution  duly adopted by the Board of  Directors,



            but may not be  decreased  below  the  number  of shares of Series B
            Stock  then  outstanding  plus the  number  of shares  reserved  for
            issuance  upon  the  exercise  of  outstanding  options,  rights  or
            warrants  or  upon   conversion   of  any   outstanding   securities
            convertible into Series B Stock.

            2. Dividends and Distributions.

                        (a)  Subject  to the  prior and  superior  rights of the
                  holders of any shares of any series of Preferred Stock ranking
                  prior  and  superior  to the  shares  of  Series B Stock  with
                  respect to dividends,  the holders of shares of Series B Stock
                  shall be entitled to receive,  when, as and if declared by the
                  Board of  Directors  out of funds  legally  available  for the
                  purpose,  quarterly  dividends payable in cash on the last day
                  of April,  July,  October  and January in each year (each such
                  date being referred to herein as a "Quarterly Dividend Payment
                  Date"),  commencing on the first  Quarterly  Dividend  Payment
                  Date  after the first  issuance  of a share or  fraction  of a
                  share of Series B Stock,  in an amount per share  (rounded  to
                  the  nearest  cent)  equal to the  greater of (a) $1.00 or (b)
                  subject to the provision for  adjustment  set forth in Section
                  C.8 hereof,  100 times the  aggregate  per share amount of all
                  cash  dividends,  and 100 times the aggregate per share amount
                  (payable  in  kind)  of  all   non-cash   dividends  or  other
                  distributions  other  than a  dividend  payable  in  shares of
                  Common Stock, as defined in Article Fourth of this Certificate
                  of  Incorporation  of the  Corporation as amended (the "Common
                  Stock") or a subdivision of the  outstanding  shares of Common
                  Stock (by  reclassification  or  otherwise),  declared  on the
                  Class A Common  Stock as  defined  in  Article  Fourth  of the
                  Certificate  of  Incorporation  of the  Corporation as amended
                  since the immediately  preceding  Quarterly  Dividend  Payment
                  Date or, with respect to the first Quarterly  Dividend Payment
                  Date,  since the first  issuance of any share or fraction of a
                  share of Series B Stock.

                        (b)  The   Corporation   shall  declare  a  dividend  or
                  distribution  on the Series B Stock as provided  in  paragraph
                  (a) of this  Section  C.2  immediately  after  it  declares  a
                  dividend or  distribution  on the Class A Common  Stock (other
                  than a  dividend  payable in shares of or a  subdivision  with
                  respect to Common  Stock);  provided,  however,  that,  in the
                  event no dividend or distribution  shall have been declared on
                  the  Class A  Common  Stock  during  the  period  between  any
                  Quarterly Dividend Payment Date, a dividend of $1.00 per share
                  on the Series B Stock  shall  nevertheless  be payable on such
                  subsequent Quarterly Dividend Payment Date.

                        (c) Dividends shall begin to accrue and be cumulative on
                  outstanding  shares  of  Series  B Stock  from  the  Quarterly
                  Dividend Payment Date next preceding the date of issue of such
                  shares  of  Series B Stock,  unless  the date of issue of such
                  shares is prior to the  record  date for the  first  Quarterly



                  Dividend  Payment Date, in which case dividends on such shares
                  shall begin to accrue  from the date of issue of such  shares,
                  or unless the date of issue is a  Quarterly  Dividend  Payment
                  Date or is a date after the record date for the  determination
                  of holders of shares of Series B Stock  entitled  to receive a
                  quarterly  dividend and before such Quarterly Dividend Payment
                  Date, in either of which events such dividends  shall begin to
                  accrue and be cumulative from such Quarterly  Dividend Payment
                  Date.  Accrued but unpaid  dividends  shall not bear interest.
                  Dividends  paid on the  shares  of Series B Stock in an amount
                  less  than the  total  amount  of such  dividends  at the time
                  accrued and payable on such shares shall be allocated pro rata
                  on a  share-by-share  basis  among all such shares at the time
                  outstanding.  The Board of Directors may fix a record date for
                  the  determination  of  holders  of  shares  of Series B Stock
                  entitled  to receive  payment of a  dividend  or  distribution
                  declared  thereon,  which record date shall be no more than 60
                  days prior to the date fixed for the payment thereof.

            3. Voting Rights. The holders of shares of Series B Stock shall have
            the following voting rights:

                        (a) Subject to the provision for adjustment set forth in
                  Section C.8 hereof, each share of Series B Stock shall entitle
                  the  holder  thereof  to one  hundred  votes  on  all  matters
                  submitted to a vote of the stockholders of the Corporation.

                        (b) Except as otherwise  provided  herein or required by
                  applicable  law,  the  holders of shares of Series B Stock and
                  the holders of shares of Common  Stock shall vote  together as
                  one class on all matters  submitted to a vote of  stockholders
                  of the Corporation.

                        (c) Except as set forth herein or required by applicable
                  law,  holders of Series B Stock  shall have no special  voting
                  rights and their consent shall not be required  (except to the
                  extent they are  entitled to vote with holders of Common Stock
                  as set forth herein) for taking any corporate action.

            4. Certain Restrictions.

                        (a) Whenever  quarterly  dividends or other dividends or
                  distributions  payable  on the Series B Stock as  provided  in
                  Section C.2 are in arrears,  thereafter  and until all accrued
                  and  unpaid  dividends  and  distributions,   whether  or  not
                  declared,  on shares of Series B Stock  outstanding shall have
                  been paid in full, the Corporation shall not:

                              (i)  declare or pay  dividends  on, make any other
                        distributions  on, or redeem or  purchase  or  otherwise
                        acquire for  consideration  any shares of stock  ranking
                        junior  (either  as to  dividends  or upon  liquidation,
                        dissolution or winding up) to the Series B Stock;



                              (ii) declare or pay dividends on or make any other
                        distributions on any shares of stock ranking on a parity
                        (either as to dividends or upon liquidation, dissolution
                        or winding up) with the Series B Stock, except dividends
                        paid  ratably on the Series B Stock and all such  parity
                        stock on which  dividends  are  payable or in arrears in
                        proportion  to the total amounts to which the holders of
                        all such shares are then entitled;

                              (iii) redeem or purchase or otherwise  acquire for
                        consideration  shares of any stock  ranking  on a parity
                        (either as to dividends or upon liquidation, dissolution
                        or winding  up) with the Series B Stock,  provided  that
                        the  Corporation  may at any time  redeem,  purchase  or
                        otherwise acquire shares of any such parity stock (A) in
                        exchange  for  shares  of any  stock of the  Corporation
                        ranking   junior   (either  as  to   dividends  or  upon
                        dissolution,  liquidation or winding up) to the Series B
                        Stock or (B) in  accordance  with  subparagraph  (iv) of
                        this Section C.4(a); or

                              (iv) redeem or purchase or  otherwise  acquire for
                        consideration  any  shares  of  Series B  Stock,  or any
                        shares of stock  ranking  on a parity  with the Series B
                        Stock,  except in accordance  with a purchase offer made
                        in writing or by publication (as determined by the Board
                        of Directors) to all holders of the  outstanding  shares
                        of such stock upon such terms as the Board of Directors,
                        after  consideration  of the respective  annual dividend
                        rates and other relative  rights and  preferences of the
                        respective  series and classes,  shall determine in good
                        faith will result in fair and equitable  treatment among
                        the respective series or classes.

                        (b) The  Corporation  shall not permit any subsidiary of
                  the   Corporation   to  purchase  or  otherwise   acquire  for
                  consideration  any shares of stock of the  Corporation  unless
                  the  Corporation  could,  under  paragraph (a) of this Section
                  C.4,  purchase or  otherwise  acquire such shares at such time
                  and in such manner.

            5.  Reacquired  Shares.  Any  shares  of  Series  B Stock  redeemed,
            purchased or  otherwise  acquired by the  Corporation  in any manner
            whatsoever  shall  be  retired  and  canceled   promptly  after  the
            acquisition  thereof.  All such shares shall upon their cancellation
            become  authorized but unissued shares of Preferred Stock and may be
            reissued as part of a new series of Preferred Stock to be created by
            resolution or resolutions of the Board of Directors,  subject to the
            conditions and restrictions on issuance set forth herein.



            6. Liquidation, Dissolution or Winding Up.

                        (a)  Upon  any  liquidation  (voluntary  or  otherwise),
                  dissolution or winding up of the Corporation,  no distribution
                  shall be made to the holders of shares of Common  Stock or any
                  other  stock  of  the   Corporation   ranking   junior   (upon
                  liquidation,  dissolution or winding up) to the Series B Stock
                  unless, prior thereto, the holders of shares of Series B Stock
                  shall have received  $100.00 per share plus an amount equal to
                  all accrued and unpaid  dividends and  distributions  thereon,
                  whether  or not  declared,  to the date of such  payment  (the
                  "Series B Liquidation  Preference").  Following the payment of
                  the full  amount of the Series B  Liquidation  Preference,  no
                  additional  distributions  shall  be  made to the  holders  of
                  shares of Series B Stock unless, prior thereto, the holders of
                  shares of Common  Stock  (which  term shall  include,  for the
                  purposes   only  of  this  Section  C.6,  any  series  of  the
                  Corporation's  Preferred  Stock  ranking on a parity  with the
                  Common  Stock upon  liquidation,  dissolution  or winding  up)
                  shall  have   received  an  amount  per  share  (the   "Common
                  Adjustment")  equal to the  quotient  obtained by dividing the
                  Series  B  Liquidation  Preference  by 100  (as  appropriately
                  adjusted  as set forth in Section  C.8 hereof to reflect  such
                  events as stock splits, stock dividends and  recapitalizations
                  with respect to the Common  Stock;  such number in this clause
                  (ii),  as the  same may be  adjusted  from  time to  time,  is
                  hereinafter  referred to as the  "Adjustment  Number".  In the
                  event, however, that there are not sufficient assets available
                  to permit payment in full of the Common  Adjustment,  then any
                  remaining  assets shall be distributed  ratably to the holders
                  of Common  Stock.  Following the payment of the full amount of
                  the Series B Liquidation  Preference and the Common Adjustment
                  in  respect  of all  outstanding  shares of Series B Stock and
                  Common  Stock,  respectively,  holders  of  shares of Series B
                  Stock and  holders  of shares of Common  Stock  shall  receive
                  their ratable and proportionate  share of any remaining assets
                  to be distributed in the ratio of the Adjustment Number to one
                  (1) with respect to such Series B Stock and Common Stock, on a
                  per share basis, respectively.

                        (b) In the event, however, that there are not sufficient
                  assets  available  to permit  payment  in full of the Series B
                  Liquidation Preference and the liquidation  preferences of all
                  other  series of  Preferred  Stock,  if any,  which  rank on a
                  parity  with the  Series B Stock,  then any  remaining  assets
                  shall be  distributed  ratably to the  holders of the Series B
                  Stock and the holders of such parity  stock in  proportion  to
                  their respective liquidation preferences.

                        (c)  None  of  the  merger  or   consolidation   of  the
                  Corporation into or with any other entity,  the sale of all or
                  substantially   all  of  the   property   and  assets  of  the



                  Corporation or the  distribution  to the  stockholders  of the
                  Corporation of all or substantially  all of the  consideration
                  for such  sale,  unless  such  consideration  (apart  from the
                  assumption  of  liabilities)  or  the  net  proceeds   thereof
                  consists substantially entirely of cash, shall be deemed to be
                  a liquidation, dissolution or winding up within the meaning of
                  this Section C.6.


                        (d) Each share of Series B Stock shall stand on a parity
                  with each other share of Series B Stock or any other series of
                  the  same  class  of   Preferred   Stock  upon   voluntary  or
                  involuntary liquidation, dissolution or distribution of assets
                  or winding up of the Corporation.

            7.  Consolidation,  Merger, etc. In case the Corporation shall enter
            into any consolidation,  merger, combination or other transaction in
            which the  outstanding  shares of Class A Common Stock are exchanged
            for or changed into other stock or securities, cash and/or any other
            property,  then in any such case the outstanding  shares of Series B
            Stock shall at the same time be similarly exchanged or changed in an
            amount per share  (subject to the provision for adjustment set forth
            in Section C.8 hereof)  equal to 100 times the  aggregate  amount of
            stock, securities, cash and/or any other property (payable in kind),
            as the case may be,  into  which or for which  each share of Class A
            Common Stock is changed or exchanged.

            8. Certain  Adjustments.  In the event the Corporation  shall at any
            time declare or pay any  dividend on Common Stock  payable in shares
            of  Common  Stock,   or  effect  a  subdivision  or  combination  or
            consolidation  of  the  outstanding   shares  of  Common  Stock  (by
            reclassification  or  otherwise  than by payment  of a  dividend  in
            shares of Common Stock) into a greater or lesser number of shares of
            Common  Stock,  then,  in each such case,  the  amounts set forth in
            Sections  C.2(a) and  C.2(b),  C.3(a),  C.6(a)  and C.7 hereof  with
            respect to the multiple of cash and non-cash  dividends,  votes, the
            Series B Liquidation  Preference  and an aggregate  amount of stock,
            securities,  cash and/or other  property  referred to in Section C.7
            hereof,  shall be adjusted by multiplying  such amount by a fraction
            the  numerator  of which is the  number of  shares  of Common  Stock
            outstanding  immediately  after  such event and the  denominator  of
            which is the number of shares of Common Stock that were  outstanding
            immediately prior to such event.

            9.  Ranking.  The  Series B Stock  shall rank pari passu with (or if
            determined  by the Board of Directors in any vote  establishing  any
            other  series  of  Preferred  Stock,  either  senior  and  prior  in
            preference  to, or junior  and  subordinate  to, as the case may be)
            each other series of Preferred Stock of the Corporation with respect
            to dividends  and/or  preference  upon  liquidation,  dissolution or
            winding up.

            10. Redemption. The shares of Series B Stock may be purchased by the
            Corporation  at such  times  and on such  terms as may be  agreed to
            between the  Corporation and the redeeming  stockholder,  subject to
            any limitations  which may be imposed by law or this  Certificate of
            Incorporation, as amended.



            11. Amendment.  The Certificate of Incorporation of the Corporation,
            as  amended,  shall  not  be  amended  in  any  manner  which  would
            materially alter or change the powers, preferences or special rights
            of the Series B Stock so as to affect  them  adversely  without  the
            affirmative  vote  of the  holders  of  two-thirds  or  more  of the
            outstanding  shares of Series B Stock,  voting  together as a single
            class.

            12. Fractional Shares.  Series B Stock may be issued in fractions of
            a share  which  shall  entitle the  holder,  in  proportion  to such
            holder's  fractional  shares,  to exercise  voting  rights,  receive
            dividends,  participate in distributions  and to have the benefit of
            all other rights of holders of Series B Stock

      3.    This  amendment  shall be  effective  as of 9:03 A.M.  of August 13,
2007.

      4.    The amendment of the certificate of  incorporation  herein certified
has been duly adopted in  accordance  with the  provisions of Section 242 of the
General Corporation Law of the State of Delaware.



      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of the  Amended  and  Restated  Certificate  of  Incorporation  to be
executed on this 10th day of August, 2007.

                                    BNS HOLDING, INC.

                                    /s/ Kenneth Kermes
                                    --------------------------------------------
                                    Name: Kenneth Kermes
                                    Title: President

EX-99.1

                                                                    Exhibit 99.1


                                BNS HOLDING, INC.
                         25 ENTERPRISE CENTER, SUITE 104
                         MIDDLETOWN, RHODE ISLAND 02842

                              FOR IMMEDIATE RELEASE

           BNS HOLDING, INC. EFFECTUATES A REVERSE/FORWARD STOCK SPLIT

      MIDDLETOWN,   RHODE   ISLAND,   AUGUST  13,  2007  --  BNS  Holding   Inc.
(OTCBB:BNSSA)  has announced that it has filed  amendments to its Certificate of
Incorporation  which  effected  the  1-for-200  reverse  stock split  previously
announced,  in which each  stockholder of record owning fewer than 200 shares of
Common Stock have had their shares  converted  into the right to receive  $13.62
for each share of Common  Stock  held  prior to the  reverse  stock  split.  The
amendments also effected a 200-for-1 forward stock split  immediately  following
the  reverse  stock  split.  Also,  the Company was granted an option to acquire
shares   proposed  to  be   transferred  by   stockholders   subsequent  to  the
reverse/forward Stock Split if, after the proposed transfer,  there would be 250
or more holders of record of the Common Stock. Finally, the amendments decreased
the  number of  authorized  shares of Class A Common  Stock from  30,000,000  to
5,000,000, and eliminated the authorized shares of Class B Common Stock.

      This press release contains forward-looking  statements, as defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements involve a number of assumptions,  risks, and uncertainties that could
cause the actual results of the Company to differ  materially from those matters
expressed in or implied by such forward-looking  statements.  They involve known
and unknown risks,  uncertainties,  and other  factors,  which are in some cases
beyond the control of the Company.  Additional  information regarding these risk
factors and  uncertainties is described more fully in the Company's SEC filings.
A copy  of  all  filings  may  be  obtained  from  the  SEC's  EDGAR  web  site,
WWW.SEC.GOV,  or by  contacting:  Kenneth  Kermes,  President  and CEO, or Terry
Gibson, CFO, telephone (401) 848-6300. Further information regarding the Company
can be found at the Company's web site, WWW.COLLINSIND.COM.

                                       END