CUSIP No. 059690107 Page 1 of 23 Pages   

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BANCORP RHODE ISLAND, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

059690107
(CUSIP Number)

Mr. Phillip Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60610
(312) 832-4549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 25, 2006
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [   ].

CUSIP No. 059690107 Page 2 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Financial Edge Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

122,952
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

122,952
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

122,952
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 3 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Financial Edge—Strategic Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

60,950
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

60,950
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,950
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 4 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Goodbody/PL Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

60,676
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

60,676
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,676
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 5 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

297,902
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

297,902
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

297,902
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 6 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Goodbody/PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

60,676
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

60,676
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,676
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 7 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

365,578
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

365,578
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

365,578
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.7%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 8 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

John W. Palmer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

AF, PF
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

1,000
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

365,578
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

1,000
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

365,578
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

366,578
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.7%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 059690107 Page 9 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Richard J. Lashley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

AF, PF
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

500
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

365,578
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

500
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

365,578
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

366,078
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[  ]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.7%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 059690107 Page 10 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital Offshore, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

7,000
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

7,000
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%
14  


 TYPE OF REPORTING PERSON

CO

CUSIP No. 059690107 Page 11 of 23 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital/Focused Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

114,000
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

114,000
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

114,000
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 12 of 23 Pages   
Item 1. Security and Issuer

        This Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Bancorp Rhode Island, Inc. (the “Company” or “Bancorp RI”). The address of the principal executive offices of the Company is One Turks Head Place, Providence, Rhode Island 02903-2219.

Item 2. Identity and Background

        This Schedule 13D is being filed jointly by the parties identified below. All of the filers of this Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is attached to this filing as Exhibit 1.

  • Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

  • Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

  • PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

  • PL Capital Offshore, Ltd., a Cayman Islands company (“PL Capital Offshore”);

  • PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

  • PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to PL Capital Offshore, Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

  • Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

  • Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and

  • John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, members of the Board of Directors of PL Capital Offshore, and as individuals.

CUSIP No. 059690107 Page 13 of 23 Pages   

        (a)-(c)     This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

  (1) shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and PL Capital Offshore, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic, Focused Fund and PL Capital Offshore; Messrs. Lashley and Palmer are also members of PL Capital Offshore’s Board of Directors;

  (2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP, and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

  (3) shares of Common Stock held by Mr. Palmer and Mr. Lashley, as individuals.

        The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

        The business address of PL Capital Offshore is One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands. PL Capital Offshore is an investment company.

        The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

        (d)     During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

        (e)     During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is 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 violation with respect to such laws.

        (f)     All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

        In aggregate, the PL Capital Group owns 367,078 shares of Common Stock of the Company acquired at an aggregate cost of $13,089,803.

CUSIP No. 059690107 Page 14 of 23 Pages   

        The amount of funds expended by Financial Edge Fund to acquire the 122,952 shares of Common Stock it holds in its name is $4,388,975. Such funds were provided from Financial Edge Fund’s available capital and margin provided by Bear Stearns Securities Corp. (“Bear Stearns”) on such firms’ usual terms and conditions.

        The amount of funds expended by Financial Edge Strategic to acquire the 60,950 shares of Common Stock it holds in its name is $2,170,326. Such funds were provided from Financial Edge Strategic’s available capital.

        The amount of funds expended by Focused Fund to acquire the 114,000 shares of Common Stock it holds in its name is $4,067,341. Such funds were provided from Focused Fund’s available capital and margin provided by Bear Stearns on such firms’ usual terms and conditions.

        The amount of funds expended by PL Capital Offshore to acquire the 7,000 shares of Common Stock it holds in its name is $248,690. Such funds were provided from PL Capital Offshore’s available capital.

        The amount of funds expended by Goodbody/PL LP to acquire the 60,676 shares of Common Stock it holds in its name is $2,161,429. Such funds were provided from Goodbody/PL LP’s available capital.

        The amount of funds expended by Mr. Palmer to acquire the 1,000 shares of Common Stock he holds in his name is $35,408. Such funds were provided from Mr. Palmer’s personal funds.

        The amount of funds expended by Mr. Lashley to acquire the 500 shares of Common Stock he holds in his name is $17,634. Such funds were provided from Mr. Lashley’s personal funds.

        Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on those firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no member of the PL Capital Group, other than the Financial Edge Fund and the Focused Fund, has margin or other loans outstanding secured by Common Stock.

Item 4. Purpose of Transaction

        This is the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group owns 7.7% of Bancorp RI. The PL Capital Group believes the stock of Bancorp RI is overvalued relative to its recent earnings trends but undervalued relative to its franchise value (i.e. the value the Company would receive in a merger or acquisition). The PL Capital Group believes the management of the Company will be challenged in its attempt to increase the value of the Common Stock through ongoing operations, in light of recent trends in the Company’s results. Messrs. Palmer and Lashley hope to meet with members of the Company’s management team at some point in the near future to discuss the Company’s prospects and management’s plans.

CUSIP No. 059690107 Page 15 of 23 Pages   

        Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

        To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Company

        The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 4,760,171, reported as the number of outstanding shares as of May 1, 2006, on the Company’s Form 10-Q filed May 9, 2006.

        The PL Capital Group’s transactions in the Common Stock within the past 60 days are as follows:

(A) Financial Edge Fund

  (a)-(b) See cover page.

  (c) Financial Edge Fund made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-05-05 40,000 35.05 1,402,025
2006-05-05   2,738 35.01      95,853
2006-05-17      743 35.10      26,082
2006-05-17   6,000 35.35    212,125
2006-05-19   1,000 35.43      35,434
2006-05-19 18,000 35.40    637,229
2006-05-19   1,871 35.51      66,436
2006-05-22   5,300 35.27    186,946
2006-05-25 30,000 36.05 1,081,525
2006-05-30 11,300 37.30    421,505
2006-05-31   6,000 37.30    223,815
CUSIP No. 059690107 Page 16 of 23 Pages   
  (d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B) Financial Edge Strategic

  (a)-(b) See cover page.

  (c) Financial Edge Strategic made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-05-02      800 34.35   27,481
2006-05-05 21,000 35.05 736,075
2006-05-17   6,000 35.35 212,125
2006-05-19   9,000 35.40 318,627
2006-05-24   3,150 35.37 111,428
2006-05-25 15,000 36.05 540,775
2006-05-31   6,000 37.30 223,815

  (d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C) Focused Fund

  (a)-(b) See cover page.

  (c) Focused Fund made the following purchases and sales of Common Stock in the past 60 days:

CUSIP No. 059690107 Page 17 of 23 Pages   

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-05-05 40,000 35.05 1,402,025
2006-05-17   6,000 35.35    212,125
2006-05-19 12,000 35.40    424,827
2006-05-22   5,500 35.40    194,673
2006-05-25 40,000 36.05 1,442,025
2006-05-31 10,500 37.30    391,665

  (d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Focused Fund with regard to those shares of Common Stock.

(D) PL Capital Offshore

  (a)-(b) See cover page.

  (c) PL Capital Offshore has made the following purchases or sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-05-05 3,000 35.06 105,175
2006-05-17 1,000 35.38   35,375
2006-05-19 2,000 35.41   70,825
2006-05-31 1,000 37.32   37,315

  (d) PL Capital Advisors is the investment advisor for PL Capital Offshore. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, and members of the Board of Directors of PL Capital Offshore, they have the power to direct the affairs of PL Capital Offshore. Therefore, PL Capital Offshore may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by PL Capital Offshore.

(E) Goodbody/PL LP

  (a)-(b) See cover page.

CUSIP No. 059690107 Page 18 of 23 Pages   

  (c) Goodbody/PL LP made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-05-05 21,000 35.05 736,075
2006-05-08      176 35.16     6,188
2006-05-17   6,000 35.35 212,125
2006-05-19   9,500 35.40 336,327
2006-05-24   3,000 35.37 106,123
2006-05-25 15,000 36.05 540,775
2006-05-31   6,000 37.30 223,815

  (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(F) PL Capital

  (a)-(b) See cover page.

  (c) PL Capital has made no purchases or sales of Common Stock directly.

  (d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and disposition power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(G) PL Capital Advisors

  (a)-(b) See cover page.

  (c) PL Capital Advisors has made no purchases or sales of Common Stock directly.

  (d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. In addition, Mr. Palmer and Mr. Lashley are members of PL Capital Offshore’s Board of Directors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and disposition power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP.

CUSIP No. 059690107 Page 19 of 23 Pages   

(H) Goodbody/PL LLC

  (a)-(b) See cover page.

  (c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

  (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(I) Mr. John Palmer

  (a)-(b) See cover page.

  (c) Mr. Palmer purchased 1,000 shares of Common Stock on May 19, 2006 at a price of $35.40 and a total cost of $35,408.

(J) Mr. Richard Lashley

  (a)-(b) See cover page.

  (c) Mr. Lashley purchased 500 shares of Common Stock on May 5, 2006 at a price of $35.25 and a total cost of $17,634.

CUSIP No. 059690107 Page 20 of 23 Pages   

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

        With respect to Financial Edge Fund, Financial Edge Strategic, and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any. With respect to PL Capital Offshore, PL Capital Advisors is entitled to a portion of profits, if any.

        Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

Exhibit No. Description
1 Joint Filing Agreement
CUSIP No. 059690107 Page 21 of 23 Pages   

SIGNATURES

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 2, 2006

FINANCIAL EDGE FUND, L.P.  

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
  FINANCIAL EDGE-STRATEGIC FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL/FOCUSED FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
CUSIP No. 059690107 Page 22 of 23 Pages   

PL CAPITAL OFFSHORE, LTD.  

 		 By:  PL CAPITAL ADVISORS, LLC
        Investment Advisor

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Director Director
GOODBODY/PL CAPITAL, L.P.

 		 By:  GOODBODY/PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
CUSIP No. 059690107 Page 23 of 23 Pages   

GOODBODY/PL CAPITAL, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL ADVISORS, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL, LLC

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member

By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley

EXHIBIT 1

JOINT FILING AGREEMENT

        Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: June 2, 2006

FINANCIAL EDGE FUND, L.P.  

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
  FINANCIAL EDGE-STRATEGIC FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL/FOCUSED FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL OFFSHORE, LTD.  

 		 By:  PL CAPITAL ADVISORS, LLC
        Investment Advisor

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Director Director
GOODBODY/PL CAPITAL, L.P.

 		 By:  GOODBODY/PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
GOODBODY/PL CAPITAL, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL ADVISORS, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL, LLC

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member

By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley