EXHIBIT 99.1

REOFFER PROSPECTUS
BALDWIN & LYONS, INC.
371,200 SHARES OF
CLASS B COMMON STOCK

This Reoffer Prospectus is being filed to register 371,200 shares of Class B
Common Stock, no par value per share (the "Shares"), of Baldwin & Lyons, Inc.
(the "Company" or "we") to provide future flexibility to certain shareholders
identified below in the section entitled "The Shareholders". The Shares have
been acquired pursuant to the Baldwin & Lyons, Inc. 2002 Stock Purchase Plan
(the "Plan") by the employees of the Company identified as Shareholders and in
the amounts specified for each Shareholder. Presently, to the knowledge of the
Company, none of the Shareholders has a current intention of selling any of the
Shares.

The Company will not receive any of the proceeds from any future sale by the
Shareholders of the Shares covered by this Reoffer Prospectus. Our Class B
Common Stock is listed on the Nasdaq National Market under the symbol "BWINB".
On June 11, 2002, the last reported sale of our Class B Common Stock on the
Nasdaq National Market was $23.01 per share.

The Shareholders may sell their Shares, from time to time in the future,
directly or indirectly in one or more transactions on the Nasdaq National
Market, in privately negotiated transactions or through a combination of such
methods. These sales may be at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.

INVESTING IN THE CLASS B COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Reoffer Prospectus. Any representation to the
contrary is a criminal offense.

The date of this Reoffer Prospectus is June 13, 2002.
1
TABLE OF CONTENTS

Page

Available Information -------------------------------------- 1

Incorporation of Certain Documents by Reference ------------ 2

The Company ------------------------------------------------ 3

Risk Factors ----------------------------------------------- 3

Special Note Regarding Forward-Looking Statements ---------- 5

Use of Proceeds -------------------------------------------- 5

Shareholders ----------------------------------------------- 5

Plan of Distribution --------------------------------------- 7

Legal Matters ---------------------------------------------- 8

Experts ---------------------------------------------------- 8

AVAILABLE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and
other information with the U.S. Securities and Exchange Commission (the "SEC")
as required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company also has filed a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Securities Act") to register the shares of
Class B Common Stock offered by this Reoffer Prospectus. This Reoffer
Prospectus does not contain all of the information contained in the Registration
Statement. For further information about the Company and the Class B Common
Stock offered by this Reoffer Prospectus, you should refer to the Registration
Statement and its exhibits.

You may read and copy any document the Company files with the SEC, including the
Registration Statement and exhibits, at the public reference facilities
maintained by the SEC at the SEC's principal office at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C., 20549, and at the Regional Offices of the SEC
located at 233 Broadway, New York, New York 10013, and Northwestern Atrium
Center, 500

West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from such offices at fees prescribed by the SEC. The public may obtain
information on the operation of the Public Reference room by calling the SEC at
1-800-SEC-0330. The SEC maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the SEC. The address of this site is
http://www.sec.gov.

You should rely only on the information contained in this Reoffer Prospectus or
any supplement. We have not authorized anyone to provide you with information
different from that which is contained in or incorporated by reference into this
Reoffer Prospectus. The Shares are being offered and offers to buy the Shares
are being sought only in jurisdictions in which offers and sales are permitted.
The information contained in this Reoffer Prospectus is accurate only as of the
date of this Reoffer Prospectus, regardless of the time of delivery of this
Reoffer Prospectus or of any sale of the Shares.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows the Company to "incorporate by reference" the information the
Company files with the SEC, which means that the Company can disclose important
information to you by referring you to those documents. Information that the
Company subsequently files with the SEC automatically updates and supersedes
earlier information. The Company has previously filed the following documents
and is incorporating them by reference into this Reoffer Prospectus:

The Company's Annual Report on Form 10-K for the year ended December 31,
2001.

The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2002.

The description of Class B Common Stock contained in the Company's
Registration Statement on Form S-2 filed under the Securities Act and
effective July 23, 1986.

The Company also is incorporating by reference into this Reoffer Prospectus all
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all of the Shares have been sold or that
deregisters all of the Shares then remaining unsold.

The Company will provide without charge to any person to whom this Reoffer
Prospectus is delivered, upon written or oral request of such person, a copy

of each document incorporated by reference in this Reoffer Prospectus but not
delivered with this Reoffer Prospectus. If you would like to obtain this
information from the Company, please direct your request, either in writing or
by telephone, to:

Baldwin & Lyons, Inc.
1099 North Meridian Street
Indianapolis, Indiana 46204
Attention: G. Patrick Corydon,
Senior Vice President
(317) 636-9800

THE COMPANY

The Company was incorporated under the laws of the State of Indiana in
1930. Through its divisions and subsidiaries, the Company specializes in
marketing and underwriting property and casualty insurance. The Company's
subsidiaries are: Protective Insurance Company, with licenses in all 50 states
and all Canadian provinces; Sagamore Insurance Company, which is currently
licensed in 37 states; and B&L Insurance, Ltd., which is domiciled and licensed
in Bermuda. The Company's principal executive offices are located at 1099 North
Meridian Street, Indianapolis, Indiana 46204 and the telephone number is (317)
636-9800.

RISK FACTORS

This Reoffer Prospectus contains forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks faced by the Company described below.

The risks and uncertainties described below are not the only ones facing the
Company. Additional risks and uncertainties not presently known to the Company
or that the Company currently believes to be immaterial may also adversely
affect the Company's business. If any of the following risks actually occurs,
the Company's business, financial condition, or operating results could be
materially adversely affected.

THE COMPANY'S BUSINESS IS HIGHLY COMPETITIVE

The insurance brokerage and agency business is highly competitive. The Company
competes with a large number of insurance brokerage and agency firms and
individual brokers and agents throughout the country, many of which are
considerably larger than the Company. The Company also competes with insurance

companies that write insurance directly with their customers.

Insurance underwriting is also highly competitive. The Company's wholly owned
insurance subsidiaries compete with other stock and mutual companies and inter-
insurance exchanges (reciprocals). There are numerous companies offering the
lines of insurance which are currently written or may in the future be written
by the Company and is subsidiaries. Many of these companies have been in
business for longer periods of time, have significantly larger volumes of
business, offer more diversified lines of insurance coverage and have greater
financial resources that the Company. In many cases, competitors are willing to
provide coverage for rates lower than those charged by the Company. Many
potential clients self-insure workers' compensation and other risks for which
the Company offers coverage, and some concerns have organized "captive"
insurance companies as subsidiaries through which they insure their own
operations. Some states have workers' compensation funds that preclude private
companies from writing this business in those states. Federal law also
authorizes the creation of "Risk Retention Groups" which may write insurance
coverages similar to those offered by the Company.

THE COMPANY'S BUSINESS IS SUBJECT TO MARKET RISKS

The Company operates solely within the property and casualty insurance industry
and, accordingly, has significant invested assets that are exposed to various
market risks. These market risks relate to interest rate fluctuations, foreign
currency translation and equities market prices. The most significant of the
three identified market risks relates to prices in the equities market. Though
not the largest category of the Company's invested assets, equity securities
have the greatest potential for short-term price fluctuation. Funds invested in
the equities market are not considered to be assets necessary for the Company to
conduct its daily operations and, therefore, can be committed for extended
periods of time. The long-term nature of the Company's equity investments
allows it to invest in positions in which ultimate value, and not short-term
market fluctuations, are the most important feature.

THE CLASS B COMMON STOCK IS NONVOTING

The Company has two classes of Common Stock: voting Class A Common Stock and
nonvoting Class B Common Stock. Only shares of the Class A Common Stock are
entitled to vote for the election of directors and generally on other corporate
matters. The Shares being offered pursuant to this Prospectus are shares of
Class B Common Stock and are not entitled to vote on any matters except as
otherwise may be provided under the Indiana Business Corporation Law.

CONTROL BY EXISTING SHAREHOLDERS AND DIRECTORS

As of March 19, 2002, the Company's directors and executive officers
beneficially owned as a group 1,246,259 shares (57.4 percent) of the Class A
Common Stock, and 4,703,237 shares (47.3 percent) of the Class B Common Stock,
with most of those shares being beneficially owned by three directors who are
members of the same family. As a result, these shareholders and directors
currently can, and in the future are likely to be able to, exercise significant
influence over Company matters.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Reoffer Prospectus contain or may contain forward-
looking statements that are subject to known and unknown risks, uncertainties
and other factors that may cause actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Any forward-looking
statements in this Reoffer Prospectus, including, without limitation, statements
relating to the Company's plans, strategies, objectives, expectations,
intentions and adequacy of resources, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. You are
cautioned that such forward-looking statements involve risks and uncertainties,
including, without limitation, the following: (i) the Company's plans,
strategies, objectives, expectations and intentions are subject to change at any
time at the discretion of the Company; (ii) the Company's business is highly
competitive and the entry of new competitors into or the expansion of the
operations by existing competitors in the Company's markets and other changes in
the market for insurance products could adversely affect the Company's plans and
results of operations; and (iii) other risks and uncertainties that the Company
may indicate from time to time in its filings with the SEC.

USE OF PROCEEDS

The Company will not receive any proceeds from any future sale of the Shares
that may be sold pursuant to this Reoffer Prospectus for the respective accounts
of the Shareholders. The Shareholders will receive all such proceeds, net of
brokerage commissions, if any. See "Shareholders" and "Plan of Distribution."

SHAREHOLDERS

This Reoffer Prospectus relates to 371,200 shares of Class B Common Stock that
have been acquired by the Shareholders pursuant to the Plan. The following
table lists individuals (the "Shareholders") who have acquired the Shares
through the Plan. The inclusion in the table of the individuals named therein
shall not be deemed

to be an admission that any such individuals are "affiliates" of the Company.
The Company cannot assure that any of the Shareholders will offer for sale or
sell any or all of the Shares offered by them pursuant to this Reoffer
Prospectus and, to the knowledge of the Company, none of the Shareholders
currently intends to sell any of the Shares.
<Table>
<Caption>
Class B Shares Shares Covered Class B Shares Owned
Previously By this Reoffer After this Offering
Name Position Owned Prospectus Number Percent
- -------------------- ------------------------- -------------- --------------- ---------- ----------

Gary W. Miller President and C.E.O. 154,116 79,800 233,916 3.59%
Joseph J. DeVito Executive Vice President 70,750 80,000 150,750 2.43%
James W. Good Executive Vice President 57,500 69,800 127,300 2.19%
George P. Corydon Senior Vice President 35,375 35,000 70,375 1.35%
Rodger A. Cottrell Vice President 6,000 10,000 16,000 *
Russ Oldham Vice President 1,000 10,000 11,000 *
Craig C. Morfas Vice President - 10,000 10,000 *
John E. Mitchell Vice President - 10,000 10,000 *
Mark Bonini Vice President 800 8,900 9,700 *
Walter D. Osborne Treasurer 1,350 6,500 7,850 *
Steven Brazzell Vice President 1,800 5,200 7,000 *
Dennis D. Brozman Manager - 5,000 5,000 *
Morris Long Manager - 5,000 5,000 *
Charles Hadley Manager - 5,000 5,000 *
Thomas W. Thompson Vice President 2,000 2,500 4,500 *
David J. Dugan Manager 1,800 2,000 3,800 *
Jennie Lynne LaReau Vice President 200 2,700 2,900 *
Matthew A. Thompson Manager - 2,500 2,500 *
James H. Vest Manager 900 1,000 1,900 *
Carl M. Malm Manager 100 1,500 1,600 *
Gary Durham Manager - 1,500 1,500 *
Delores McCraig Supervisor 150 1,250 1,400 *
Vicki Gibson Supervisor - 1,000 1,000 *
Ron Walker Manager - 1,000 1,000 *
Scott A. Wright Manager - 1,000 1,000 *
Mark A. Bockelman Manager - 1,000 1,000 *
Brian Canter Manager - 1,000 1,000 *
Lenore Nedderman Supervisor - 1,000 1,000 *
John Sorrentio Supervisor - 1,000 1,000 *
Ron Goshen Supervisor - 1,000 1,000 *
Daniel Badger Manager - 1,000 1,000 *
Betty J. Westbrook Executive Secretary - 500 500 *
Jason J. Klavon Legal Staff - 500 500 *
Hugh J. Cameron Manager - 500 500 *
Bill Reid Manager - 500 500 *
Holly F Layman-Tyler Supervisor - 500 500 *

Jennifer Funk Supervisor - 500 500 *
Debra Eddy Supervisor - 500 500 *
Jeffrey E. Silvey Supervisor - 500 500 *
Ron M. Beilke Supervisor - 500 500 *
Dennis L. Shinault Manager - 400 400 *
Jane Peacock Supervisor - 350 350 *
Michael A. Arnett Manager - 300 300 *
Melody A. Hastings Supervisor - 250 250 *
Terry K. Feltner Manager - 250 250 *
John Sorg Manager - 250 250 *
Allison Garrigus Supervisor - 250 250 *
Mary Beth Sleeth Supervisor - 250 250 *
James F. Turner, Jr. Supervisor - 250 250 *

*Less than one percent

</Table>
PLAN OF DISTRIBUTION

The Shares offered by this Reoffer Prospectus may be sold from time to time in
the future directly by, or on behalf of, the Shareholders in one or more
transactions on the Nasdaq National Market, in privately negotiated transactions
or through a combination of such methods, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Shareholders may sell Shares through one or more agents,
brokers or dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts, concessions or
allowances from the Shareholders and/or purchasers of the Shares or both (which
compensation as to a particular broker or dealer may be in excess of customary
commissions).

In connection with such sales, the Shareholders and any participating broker or
dealer may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions they receive and the proceeds of any sale of Shares may
be deemed to be underwriting discounts and commissions under the Securities Act.

Sales of Shares must be made by the Shareholders in compliance with all
applicable federal and state securities laws and regulations. The Company has
notified Shareholders of the need to deliver a copy of this Reoffer Prospectus
in connection with sales of the Shares.

There can be no assurance that any of the Shareholders will sell any or all of
the Shares offered pursuant to this Reoffer Prospectus. In addition to any
Shares sold pursuant to this Reoffer Prospectus, Shareholders may, at the same
time, sell any shares of Series B Common Stock, including the Shares, owned by
them in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.

The Company will pay all expenses of the registration of the shares and will not
receive any proceeds from the sale of any Shares by the Shareholders.

LEGAL MATTERS

The validity of the Shares being offered by this Reoffer Prospectus has been
passed upon for the Company by Leagre Chandler & Millard LLP.

EXPERTS

The consolidated financial statements of the Company as of December 31, 2001 and
2000, and for each of the three years in the period ended December 31, 2001,
incorporated by reference in this Reoffer Prospectus on Form S-8, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
and incorporated by reference in this Reoffer Prospectus in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.