May 22, 2002

Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 5th Street, NW
Washington, D.C.  20549-0609


Re: Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website 
        Access to Reports 
     (Release No. 33-8089; 34-45741) 
     Commission File No. S7-08-02


Dear Mr. Katz:

In order to avoid being redundant, I refer you to the comment letter provided to you by Ernst & Young, LLP on the above captioned subject, dated May 21, 2002.  Baldwin & Lyons, Inc. agrees with virtually all of the comments included in this letter, particularly the comments with respect to the $75 million market cap threshold.

Our Company has a non-affiliated market cap approximately twice this threshold and, yet, we are considered to be on the low end of the "micro cap" market. Our trading volume reflects this fact and is generally only a few hundred shares on any given trading day.  Despite our size, the complexity of accounting issues within the property and casualty insurance industry (and, further, within our specialty of excess liability insurance for large fleet trucking companies) requires that we perform a significant amount of analytical and actuarial analyses af the end of the quarter and year end to arrive at reasonable estimates of loss reserves and related liabilities.  Our staff, while highly competent, is limited in size.  We simply do not have the resources of a Fortune 500 company to accommodate the proposed acceleration of reporting deadlines.  This is particularly true of the proposed Form 10-Q requirements.  

I believe that small companies operating in complex industries, such as Baldwin & Lyons, Inc., will be severely handicapped by the proposed accelerated reporting requirements.  Sacrificing accuracy for speed will ultimately not benefit any uses of financial data and will increase the likelihood that restatements of hurriedly assembled financial data may be necessary.

Please add Baldwin & Lyons, Inc. to the list of public companies which support a higher limit for the imposition of the accelerated reporting requirements.  Ernst & Young has suggested a threshold of $1 billion.  Using even half of this amount would be very helpful.  Alternatively, smaller companies ($1 billion or less in market cap) could be given a different deadline from that proposed for larger companies, but still shorter than current requirements (i.e. 40 days for Form 10-Q and 80 days for Form 10-K).

We also agree with Ernst & Young's comments regarding requirements for website access to financial reports and are essentially in compliance with these requirements at this time.

Respectfully,


G. Patrick Corydon
Senior Vice President / C.F.O.
Baldwin & Lyons, Inc.
Protective Insurance Company
Sagamore Insurance Company
1099 N. Meridian Street
Indianapolis, IN 46204
317-636-9800  Ext. 355
Fax:   317-715-9610
E-mail:  corydon@baldwinandlyons.com