UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Baldwin & Lyons, Inc.

(Name of Issuer)

Common Stock – Class B

(Title of Class of Securities)

057755209

(CUSIP Number)

Michael S. Emanuel, Esq.

c/o Loeb Partners Corporation

61 Broadway, New York, N.Y. 10006 (212) 483-7047

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240,13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Partners Corporation

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

10,634

8. Shared Voting Power

62,439

9. Sole Dispositive Power

10,634

10. Shared Dispositive Power

62,439

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

73,073

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.58%

14. Type of Reporting Person

BD, IA, CO

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Arbitrage Fund

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

New York

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

213,770

8. Shared Voting Power

-0-

9. Sole Dispositive Power

213,770

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

213,770

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

1.7%

14. Type of Reporting Person

BD, PN

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Offshore Fund Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

51,199

8. Shared Voting Power

-0-

9. Sole Dispositive Power

51,199

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

51,199

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.41%

14. Type of Reporting Person

CO

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Arbitrage B Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

87,145

8. Shared Voting Power

-0-

9. Sole Dispositive Power

87,145

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

87,145

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.69%

14. Type of Reporting Person

PN

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Offshore B Fund Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

35,175

8. Shared Voting Power

-0-

9. Sole Dispositive Power

35,175

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

35,175

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.28%

14. Type of Reporting Person

CO

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Marathon Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

104,941

8. Shared Voting Power

-0-

9. Sole Dispositive Power

104,941

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

104,941

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.83%

14. Type of Reporting Person

CO

CUSIP No.

057755209

1. Name of Reporting Person

Loeb Marathon Offshore Fund, Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, O

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

70,368

8. Shared Voting Power

-0-

9. Sole Dispositive Power

70,368

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

70,368

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.56%

14. Type of Reporting Person

CO

Item 1.

Security and Issuer

The title and class of equity security to which this Statement relates is the Common Stock – Class B, (the “Common Stock”), of Baldwin & Lyons, Inc. The address of the Issuer’s principal executive offices is 1099 North Meridian Street, Indianapolis, Indiana 46204.

Item 2.

Identity and Background

Loeb Arbitrage Fund (“LAF”), 61 Broadway, New York, New York, 10006, is a New York limited partnership. Its general partner is Loeb Arbitrage Management, Inc., (“LAM”), a Delaware corporation, and registered investment advisor with the same address. Loeb Arbitrage B Fund LP (“LAFB”) is a Delaware limited partnership. Its general partner is Loeb Arbitrage B Management, LLC. The President of these general partners is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation (“LPC”), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation (“LHC”), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., (“LOF”) and Loeb Offshore B Fund Ltd. (“LOFB”) are each a Cayman Islands exempted company. Loeb Offshore Management, LLC (“LOM”) is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF and LOFB. Gideon J. King and Thomas L. Kempner are Directors of LOF and LOFB and Managers of LOM. Loeb Marathon Fund (“LMF”) is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. (“LMOF”) is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3.

Source and Amount of Funds or Other Compensation

Shares of Common Stock were acquired by LAF, LPC**, LOF, LMF, LMOF, LAFB and LOFB in margin accounts maintained with Bear Stearns Securities Corp.

Item 4.

Purpose of Transaction

LAF, LPC**, LOF, LMF, LMOF, LAFB and LOFB (“Loeb”) have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise).

Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer

(a)

The persons reporting hereby owned the following shares of Common Stock as of December 7, 2007.

Shares of Common Stock

Loeb Arbitrage Fund

213,770

Loeb Partners Corporation**

73,073

Loeb Offshore Fund Ltd.

51,199

Loeb Marathon Fund LP

104,941

Loeb Marathon Offshore Fund, Ltd.

70,368

Loeb Arbitrage B Fund LP

87,145

Loeb Offshore B Fund Ltd.

35,175

Total

635,671

(b)

See paragraph (a) above.

(c)

The following purchases and sales (-) of Common Stock have been made in the past 60 days:

Purchases and Sales (-) of Common Stock

Holder

Date

Shares

Average Price

Loeb Partners

Corp.**

10/11/2007

20

27.50

10/23/2007

3,202

26.25

10/24/2007

5,062

26.09

11/01/2007

550

25.41

11/02/2007

26

25.26

11/05/2007

4,577

27.52

11/06/2007

290

25.48

11/07/2007

832

26.08

11/08/2007

11

26.19

11/09/2007

900

27.20

11/29/2007

1,613

26.86

Holder

Date

Shares

Average Price

Loeb Arbitrage

Fund

10/11/2007

159

27.50

11/01/2007

3,443

25.41

11/02/2007

180

25.26

11/06/2007

2,004

25.48

11/07/2007

5,112

26.08

11/08/2007

72

26.19

Holder

Date

Shares

Average Price

Loeb Offshore

Fund

11/01/2007

200

25.41

11/02/2007

42

25.26

11/06/2007

471

25.48

11/07/2007

1,600

26.08

11/08/2007

17

26.19

Holder

Date

Shares

Average Price

Loeb Arbitrage B

Fund LP

10/11/2007

50

27.50

11/01/2007

1,600

25.41

11/02/2007

56

25.26

11/06/2007

628

25.48

11/06/2007

2,762

26.32

11/07/2007

1,956

26.08

11/08/2007

3

26.19

11/09/2007

900

27.20

12/06/2007

2,820

27.05

12/07/2007

15,305

27.33

Holder

Date

Shares

Average Price

Loeb Offshore B

Fund Ltd.

10/11/2007

50

27.50

11/01/2007

800

25.41

11/02/2007

16

25.26

11/06/2007

184

25.48

11/06/2007

825

26.32

11/07/2007

500

26.08

11/08/2007

7

26.19

11/09/2007

200

27.20

12/06/2007

2,291

27.05

12/07/2007

12,435

27.33

Holder

Date

Shares

Average Price

Loeb Marathon

Fund

11/02/2007

108

25.26

11/08/2007

42

26.18

Holder

Date

Shares

Average Price

Loeb Marathon

Offshore Fund

11/02/2007

72

25.26

11/08/2007

28

26.19

(d)

Not Applicable.

(e)

Not Applicable.

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to the Issuer.

None.

Item 7.

Materials to be Filed as Exhibits.

None.

LOEB PARTNERS CORPORATION

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Senior Vice President

LOEB ARBITRAGE FUND

By: LOEB ARBITRAGE MANAGEMENT, INC., G.P.

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB OFFSHORE FUND LTD.

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB ARBITRAGE B FUND LP

By: LOEB ARBITRAGE B MANAGEMENT, LLC, G.P.

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB OFFSHORE B FUND LTD.

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB MARATHON FUND LP

By: LOEB ARBITRAGE MANAGEMENT, INC., G.P.

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB MARATHON OFFSHORE FUND, LTD.

Date: December 11, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President