18



                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                                FORM 10-Q
(Mark one)
[X]  QUARTERLY EXCHANGE REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended          April 1, 2000
                                   or

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

         For the transition period from        to
               Commission File Number               1-8120

                      BAIRNCO CORPORATION
         (Exact name of registrant as specified in its charter)

                     Delaware                   13-3057520
        (State or other jurisdiction of          (IRS Employer
         incorporation or organization)       Identification No.)

            300 Primera Boulevard, Suite 432, Lake Mary,   FL 32746
           (Address of principal executive offices)       (Zip Code)

                                 (407) 875-2222
          (Registrant's telephone number, including area code)


     (Former name, former address and former fiscal year, if changed
                           since last report)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes   X      No

           (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
               PROCEEDING DURING THE PRECEDING FIVE YEARS)

Indicate  by  check  mark whether the registrant  has  filed  all
documents and reports required to be filed by Sections 12, 13, or
15(d)  of the Securities Exchange Act of 1934 subsequent  to  the
distribution of securities under a plan confirmed by a court.
Yes       No

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate  the  number  of  shares outstanding  of  each  issuer's
classes of common stock, as of the latest practicable date.

7,609,784 shares of Common Stock Outstanding as of April 21, 2000.


     "Safe Harbor" Statement under the Private Securities Reform Act
                                 of 1995

Certain  of  the  statements contained in this  Quarterly  Report
(other than the financial statements and statements of historical
fact), including, without limitation, statements as to management
expectations   and   beliefs   presented   under   the    caption
"Management's Discussion and Analysis of Financial Condition  and
Results of Operations", are forward-looking statements.  Forward-
looking  statements are made based upon management's expectations
and  belief  concerning future developments and  their  potential
effect  upon  the  Corporation.  There can be no  assurance  that
future  developments  will  be  in accordance  with  management's
expectations  or  that the effect of future developments  on  the
Corporation will be those anticipated by management.

The  Corporation  wishes to caution readers that the  assumptions
which  form the basis for forward-looking statements with respect
to  or  that may impact earnings for the year ended December  31,
2000  and  thereafter include many factors that  are  beyond  the
Corporation's  ability  to control or estimate  precisely.  These
risks  and  uncertainties  include,  but  are  not  limited   to,
disruptions in operations due to labor disputes; changes  in  the
pricing  of  the products of the Corporation or its  competitors;
changes  in US or international economic or political conditions,
such as inflation or fluctuations in interest or foreign exchange
rates;  the  market  demand and acceptance of  the  Corporation's
existing  and  new products; the impact of competitive  products;
changes in the market for raw or packaging materials which  could
impact  the Corporation's manufacturing costs; changes in product
mix;  the  loss of a significant customer or supplier; production
delays  or  inefficiencies;  the  costs  and  other  effects   of
complying with environmental regulatory requirements; losses  due
to  natural disasters where the Corporation is self-insured;  the
costs  and  other effects of legal and administrative  cases  and
proceedings, settlements and investigations.

While the Corporation periodically reassesses material trends and
uncertainties  affecting the Corporation's results of  operations
and  financial  condition in connection with its  preparation  of
management's  discussion and analysis contained in its  quarterly
reports, the Corporation does not intend to review or revise  any
particular forward-looking statement referenced herein  in  light
of future events.


PART I - FINANCIAL INFORMATION

Item 1:   FINANCIAL STATEMENTS


                  BAIRNCO CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME
         FOR THE QUARTERS ENDED APRIL 1, 2000 AND APRIL 3, 1999
                               (Unaudited)



                                              2000             1999

Net sales                                $ 45,816,000     $ 42,662,000
  Cost of sales                            30,475,000       28,410,000
Gross profit                               15,341,000       14,252,000
  Selling and administrative expenses      10,918,000       10,245,000
Operating profit                            4,423,000        4,007,000
  Interest expense, net                       683,000          567,000
Income before income taxes                  3,740,000        3,440,000
  Provision for income taxes                1,234,000        1,170,000
Net income                               $  2,506,000     $  2,270,000

Basic earnings per share of common stock
 (Note 2)                                $       0.32     $       0.28

Diluted earnings per share of common
 stock (Note 2)                          $       0.32     $       0.28

Dividends per share of common stock      $       0.05     $       0.05





The accompanying notes are an integral part of these financial statements.


                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
         FOR THE QUARTERS ENDED APRIL 1, 2000 AND APRIL 3, 1999
                               (Unaudited)
                                 Note 3


                                                2000             1999

Net income                                 $  2,506,000     $  2,270,000
Other comprehensive income, net of tax:
  Foreign currency translation adjustment      (227,000)        (335,000)
Comprehensive income                       $  2,279,000     $  1,935,000







The accompanying notes are an integral part of these financial statements.


                  BAIRNCO CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                AS OF APRIL 1, 2000 AND DECEMBER 31, 1999

                               (Unaudited)
                                                       2000           1999
ASSETS
Current assets:
Cash and cash equivalents                         $    771,000   $    660,000
Accounts receivable, less allowances of
  $1,394,000 and $1,136,000, respectively           33,422,000     29,107,000
Inventories (Note 4)                                29,252,000     25,204,000
Deferred income taxes                                4,599,000      4,598,000
Other current assets                                 2,348,000      3,640,000
       Total current assets                         70,392,000     63,209,000

Plant and equipment, at cost                       113,489,000    101,672,000
Less - Accumulated depreciation and amortization   (63,929,000)   (61,990,000)
  Plant and equipment, net                          49,560,000     39,682,000
Cost in excess of net assets of purchased
  businesses (Note 5)                               12,485,000     11,822,000
Other assets                                         4,777,000      4,432,000
                                                  $137,214,000   $119,145,000

LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt                                   $  3,771,000   $  4,692,000
Accounts payable                                    13,305,000     10,719,000
Accrued expenses (Note 6)                           13,681,000     14,542,000
       Total current liabilities                    30,757,000     29,953,000

Long-term debt                                      43,492,000     26,591,000
Deferred income taxes                                5,454,000      5,459,000
Other liabilities                                    6,468,000      6,975,000
Stockholders' Investment:
  Preferred stock, par value $.01, 5,000,000
   shares authorized, none issued                          --             --
  Common stock, par value $.01, 30,000,000 shares
   authorized, 11,198,849 shares issued                112,000        112,000
  Paid-in capital                                   49,235,000     49,235,000
  Retained earnings                                 31,836,000     29,719,000
  Accumulated other comprehensive income (Note 3)    1,002,000      1,229,000
  Treasury stock, at cost, 3,544,065 and
   3,402,065 shares, respectively                  (31,142,000)   (30,128,000)
       Total stockholders' investment               51,043,000     50,167,000
                                                  $137,214,000   $119,145,000




The accompanying notes are an integral part of these financial statements.


                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
          FOR THE QUARTER ENDED APRIL 1, 2000 AND APRIL 3, 1999
                               (Unaudited)

                                                       2000           1999
Cash Flows from Operating Activities:
  Net income                                      $  2,506,000   $  2,270,000
  Adjustments to reconcile to net cash provided
   by Operating activities:
    Depreciation and amortization                    2,169,000      1,843,000
    Loss on disposal of plant and equipment                --          20,000
    Deferred income taxes                               (6,000)       324,000
    Change in operating assets and liabilities:
     (Increase) in accounts receivable              (3,227,000)    (1,640,000)
     (Increase) decrease in inventories             (1,912,000)       106,000
     Decrease (increase) in other current assets     1,284,000       (217,000)
     Increase in accounts payable                    2,796,000      3,566,000
     (Decrease) in accrued expenses                 (1,286,000)      (337,000)
    Other                                             (862,000)      (444,000)
        Net cash provided by operating activities    1,462,000      5,491,000

Cash Flows from Investing Activities:
  Capital expenditures                              (1,886,000)    (1,371,000)
  Payment for purchased businesses, net of cash
   acquired                                        (13,982,000)           --
        Net cash (used in) investing activities    (15,868,000)    (1,371,000)

Cash Flows from Financing Activities:
  Net borrowings (repayments) of external debt      16,060,000     (1,637,000)
  Payment of dividends                                (389,000)      (410,000)
  Purchase of treasury stock                        (1,014,000)    (2,017,000)
        Net cash provided by (used in)
          financing activities                      14,657,000     (4,064,000)

Effect of foreign currency exchange rate changes
  on cash and cash equivalents                        (140,000)       (86,000)
Net increase (decrease) in cash and cash
  equivalents                                          111,000        (30,000)
Cash and cash equivalents, beginning of period         660,000        822,000
Cash and cash equivalents, end of period          $    771,000   $    792,000





The accompanying notes are an integral part of these financial statements.


                  BAIRNCO CORPORATION AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              APRIL 1, 2000
                               (Unaudited)


(1)  Basis of Presentation

The  accompanying  consolidated  condensed  financial  statements
include  the accounts of Bairnco Corporation and its subsidiaries
("Bairnco"  or  the "Corporation") after the elimination  of  all
material intercompany accounts and transactions.

The   unaudited   consolidated  condensed  financial   statements
included  herein  have been prepared pursuant to  the  rules  and
regulations  of the Securities and Exchange Commission.   Certain
information  and note disclosures which are normally included  in
annual financial statements prepared in accordance with generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  those  rules and regulations,  although  management
believes  that  the  disclosures made are adequate  to  make  the
information  presented not misleading.  Management  believes  the
statements  include all adjustments of a normal recurring  nature
necessary  to  present fairly the results of operations  for  the
interim periods.

The  consolidated  results of operations for  the  quarter  ended
April  1,  2000 are not necessarily indicative of the results  of
operations for the full year.


(2)  Earnings per Common Share

Earnings  per  share  data  is  based  on  net  income  and   not
comprehensive  income.  Statements regarding the  computation  of
earnings per share for the quarters ended April 1, 2000 and April
3,  1999  are included as Exhibit 11 to this Quarterly Report  on
Form 10-Q.

Basic  earnings  per common share were computed by  dividing  net
income   by   the  weighted  average  number  of  common   shares
outstanding  during  the quarter.  Diluted  earnings  per  common
share include the effect of all dilutive stock options.


(3)  Comprehensive Income

Comprehensive income includes net income as well as certain other
transactions  shown as changes in stockholders' investment.   For
Bairnco, comprehensive income includes net income plus the change
in  net  asset  values  of  foreign  divisions  as  a  result  of
translating the local currency values of net assets to US dollars
at  varying  exchange  rates.   Accumulated  other  comprehensive
income   consists   solely   of  foreign   currency   translation
adjustments.   There  are currently no tax expenses  or  benefits
associated with the foreign currency translation adjustments.


(4)  Inventories

Inventories  consisted of the following as of April 1,  2000  and
December 31, 1999:

                                          2000             1999

  Raw materials and supplies          $ 7,120,000      $ 5,986,000
  Work in process                       9,717,000        8,574,000
  Finished goods                       12,415,000       10,644,000
          Total inventories           $29,252,000      $25,204,000


(5)  Cost in Excess of Net Assets of Purchased Businesses

Cost  in  excess  of net assets of purchased businesses  acquired
prior  to  1971  of  approximately  $3.5  million  is  not  being
amortized since, in the opinion of management, there has been  no
diminution in value.  For businesses acquired subsequent to 1970,
the  cost  in  excess  of  net assets  of  purchased  businesses,
aggregating  $11,036,000 and $10,298,000 at  April  1,  2000  and
December  31,  1999,  respectively, is being  amortized  over  40
years.   Accumulated amortization at April 1, 2000  and  December
31, 1999, was $2,036,000 and $1,964,000, respectively.


(6)  Accrued Expenses

Accrued  expenses consisted of the following as of April 1,  2000
and December 31, 1999:

                                        2000            1999

     Salaries and wages             $ 1,792,000     $ 3,114,000
     Income taxes                       603,000         550,000
     Insurance                        3,186,000       3,581,000
     Litigation                       2,249,000       2,588,000
     Other accrued expenses           5,851,000       4,709,000
          Total accrued expenses    $13,681,000     $14,542,000

Accrued  expenses-litigation: The  Corporation  accrues  for  the
estimated   costs  to  defend  existing  lawsuits,   claims   and
proceedings where it is probable that it will incur such costs in
the  future. These non-discounted accruals are management's  best
estimate  of the most likely cost to defend the litigation  based
on  discussions  with counsel.  Such estimates are  reviewed  and
evaluated in light of ongoing experiences and expectations.   Any
changes  in  estimates from this review process are reflected  in
operations currently.

In the fourth quarter of 1998, Bairnco recorded a $7,500,000 pre-
tax  provision  for  litigation costs.  The litigation  provision
added  to  the existing reserves for asbestos-related  litigation
expenditures  due  to  a  change in the estimate  to  defend  the
Transaction   Lawsuit  (refer  to  Part  II,   Item   1.   "Legal
Proceedings"   of   this  filing).   Through   April   1,   2000,
approximately  $2.8  million  had  been  spent.   The   remaining
litigation reserves included in accrued expenses and other  long-
term  liabilities  in  the Corporation's  consolidated  condensed
balance sheet are expected to be spent by the end of 2001.  These
litigation reserves and related time frame for spending assume  a
vigorous  defense of the case through discovery, summary judgment
motions and trial.

Accrued    expenses-insurance:      Accrued    expenses-insurance
represents  the  estimated costs of known and anticipated  claims
under  the Corporation's general liability, automobile liability,
property and workers compensation insurance policies for  all  of
its US operations.  The Corporation provides reserves on reported
claims and claims incurred but not reported at each balance sheet
date based upon the estimated amount of the probable claim or the
amount of the deductible, whichever is lower.  Such estimates are
reviewed and evaluated in light of emerging claim experience  and
existing  circumstances.   Any changes  in  estimates  from  this
review process are reflected in operations currently.

(7)  Reportable Segment Data

Bairnco's   quarterly  segment  disclosures   are   prepared   in
accordance  with Statement of Financial Accounting Standards  No.
131.   There are no differences to the 1999 annual report in  the
basis  of segmentation or in the basis of measurement of  segment
profit or loss included herein.  Financial information about  the
Corporation's  operating segments for the first quarter  of  2000
and 1999 as required under SFAS 131 is as follows:

2000                      Net Sales      Operating Profit (Loss)
Arlon                    $34,303,000         $4,884,000
Kasco                     11,513,000            371,000
Headquarters                     --            (832,000)
                         $45,816,000         $4,423,000


1999                      Net Sales      Operating Profit (Loss)
Arlon                    $29,943,000         $4,010,000
Kasco                     12,719,000            966,000
Headquarters                     --            (969,000)
                         $42,662,000         $4,007,000

The total assets of the segments as of April 1, 2000 and December
31, 1999 are as follows:

                               2000               1999
Arlon                     $ 87,811,000       $ 69,915,000
Kasco                       40,349,000         39,294,000
Headquarters                 9,054,000          9,936,000
                          $137,214,000       $119,145,000


(8)  Contingencies

Bairnco  Corporation  and  its  subsidiaries  are  defendants  in
certain legal actions which are discussed more fully in Part  II,
Item 1 ("Legal Proceedings") of this filing.


Item 2: MANAGEMENT'S   DISCUSSION  AND   ANALYSIS   OF   FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

The  following discussion should be read in conjunction with  the
accompanying  Consolidated  Condensed  Financial  Statements  and
related  notes and with Bairnco's Audited Consolidated  Financial
Statements  and  related notes for the year  ended  December  31,
1999.

Bairnco  Corporation is a diversified multinational company  that
operates two distinct businesses under the names Arlon and Kasco.

Engineered  materials  and components are designed,  manufactured
and sold under the Arlon brand identity to electronic, industrial
and  commercial  markets.  These products  are  based  on  common
technologies  in  coating, laminating,  polymers  and  dispersion
chemistry.   Arlon's principal products include high  performance
materials  for  the  printed circuit  board  industry,  cast  and
calendered  vinyl film systems, custom-engineered laminates,  and
calendered and extruded silicone rubber insulation products  used
in a broad range of industrial, consumer and commercial products.

Replacement   products   and  services   are   manufactured   and
distributed  under  the  Kasco name principally  to  retail  food
stores  and  meat, poultry and fish processing plants  throughout
the  United  States,  Canada and Europe.  The principal  products
include replacement band saw blades for cutting meat, fish,  wood
and metal, on site maintenance services, and seasonings for ready-
to-cook foods for the retail food industry primarily in the  meat
and  deli departments.  Kasco also distributes equipment  to  the
food industry in Canada and France. These products are sold under
a  number of brand names including Kasco in the United States and
Canada,  Atlantic Service in the United Kingdom,  and  Bertram  &
Graf and Biro in Continental Europe.

Comparison of First Quarter 2000 to First Quarter 1999

The  results for the first quarter 2000 were improved  over  last
year's  first  quarter.   Sales in the first  quarter  2000  were
$45,816,000,  an  increase  of 7.4%  from  $42,662,000  in  1999.
Arlon's  sales  were  up 14.6% from last year  due  to  continued
penetration  into the electronics and graphics  markets  and  the
inclusion  of  the first quarter 2000 acquisition. Kasco's  sales
decreased  9.5% due to competitive pressures in the U.S.  markets
and the currency translation effect of the strong dollar.

Gross  profit increased 7.6% to $15,341,000 from $14,252,000  due
to  the increased sales.  The gross profit margin as a percent of
sales increased marginally to 33.5% from 33.4%.

Selling and administrative expenses increased 6.6% to $10,918,000
from   $10,245,000.   As  a  percent  of   sales,   selling   and
administrative expenses decreased to 23.8% from 24.0%.

Interest  expense increased to $683,000 in 2000  as  compared  to
$567,000 in 1999 due to higher average borrowings resulting  from
the  acquisition in the first quarter of 2000 and the  continuing
program  to  repurchase Bairnco common stock, and higher  average
interest rates.

Net   income  increased  10.4%  to  $2,506,000  as  compared   to
$2,270,000 in the first quarter of 1999.

During  the first quarter Bairnco repurchased 142,000  shares  of
its common stock at a total cost of $1,014,000.

Diluted  earnings per common share increased 14.3% to  $.32  from
$.28  as a result of improved earnings and the reduced number  of
shares outstanding.

Acquisition

On  February  16, 2000, Bairnco purchased certain assets  of  the
materials  business  ("Signtech")  of  Signtech  USA,  Ltd.   for
approximately   $14.5   million.    Signtech   manufactures   and
distributes  flexible  reinforced vinyl  materials  used  as  the
substrate in flexible faced sign systems. Signtech's products are
sold  primarily on a specification basis for corporate  specified
programs  using various striping, heat transfer and screen  print
applications.  Signtech's sales for the year ended  December  31,
1999  were  approximately  $16.0 million.   The  transaction  was
accounted for as a purchase and was financed with long-term debt.
The purchase price was allocated to the assets acquired based  on
their estimated fair values.

Dividend

The  first  quarter cash dividend of $.05 per share was  paid  on
March 31, 2000 to stockholders of record on March 6, 2000.

Liquidity and Capital Resources

At  April  1, 2000, Bairnco had working capital of $39.6  million
compared to $33.3 million at December 31, 1999.  The increase  in
accounts  receivable is due to the increased sales in  the  first
quarter of 2000 versus the fourth quarter of 1999 and the  impact
of  the  Signtech  acquisition on  the  first  quarter  of  2000.
Similarly,  inventories have increased both as a  result  of  the
Signtech  acquisition and in anticipation of increased  sales  in
the  second  quarter.  Other current assets  are  down  with  the
recognition of the tax receivable in the first quarter  of  2000.
The increase in accounts payable is consistent with the build  in
inventories and the impact of the Signtech acquisition.

During  the first quarter Bairnco repurchased 142,000  shares  of
its  common stock at a total cost of $1,014,000.  The  Board  has
authorized  management to continue its stock  repurchase  program
subject  to  market  conditions and capital requirements  of  the
business.

On  February  15,  2000, the Corporation's Credit  Agreement  was
amended.  The amendment effectively increased the credit facility
from $50 million at December 31, 1999 to $75 million, including a
five-year  term  loan credit facility of $20 million  subject  to
quarterly amortization of principal of $500,000 in 2000, $750,000
in 2001, $1,000,000 in 2002, $1,250,000 in 2003 and $1,500,000 in
2004.   The  amended credit facility also includes  a  letter  of
credit  facility for $9 million which may be increased up to  $15
million or decreased to $5 million with a corresponding change in
the  loan  commitment under the revolving credit  facility.   The
amendment  extended the expiration date of the  Credit  Agreement
from  December 31, 2003 to February 22, 2005, although  the  term
loan expires on December 31, 2004.

At   April   1,  2000,  Bairnco's  total  debt  outstanding   was
$47,263,000  compared to $31,283,000 at the  end  of  1999.   The
increase  was  primarily due to the acquisition of Signtech.   At
April  1,  2000  approximately $25.0 million  was  available  for
borrowing  under  the  Corporation's secured  reducing  revolving
credit  agreement,  as amended.  In addition, approximately  $4.9
million  was  available  under various  short-term  domestic  and
foreign uncommitted credit facilities.

Bairnco  made  approximately $1.9 million of capital expenditures
during the first quarter of 2000. Total capital expenditures  for
2000 are expected to approximate $9.5 million.

Cash  provided by operating activities plus the amounts available
under   the  existing  credit  facilities  are  expected  to   be
sufficient to fulfill Bairnco's anticipated cash requirements  in
2000.

Year 2000 Date Conversion

During  the  first  quarter  of 2000,  the  Corporation  did  not
experience  any  disruption in its operations due  to  Year  2000
issues  with its computer software programs and operating systems
or its interface with key suppliers and vendors.

Other Matters

Bairnco  Corporation  and its subsidiaries are  defendants  in  a
number  of  legal actions and proceedings which are discussed  in
more  detail  in  Part II, Item 1 ("Legal Proceedings")  of  this
filing.   Management of Bairnco believes that the disposition  of
these  actions  and proceedings will not have a material  adverse
effect on the consolidated results of operations or the financial
position of Bairnco Corporation and its subsidiaries as of  April
1, 2000.

Outlook

The  outlook for 2000 is for improved sales and earnings.  It  is
expected that the combination of growth from new products, higher
growth  in certain niche markets and the results of the  Signtech
acquisition  will  result in increased sales.  Improved  earnings
are   expected  both  from  increased  sales  and  from   ongoing
productivity improvement programs.

Management  is  not  aware  of  any  adverse  trends  that  would
materially affect the Corporation's strong financial position.


Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The interest on the Corporation's bank debt is floating and based
on  prevailing market interest rates. For market rate based debt,
interest rate changes generally do not affect the market value of
the debt but do impact future interest expense and hence earnings
and  cash  flows,  assuming other factors  remain  unchanged.   A
theoretical one-percentage point change in market rates in effect
on April 1, 2000 would increase interest expense and hence reduce
the  net income of the Corporation by approximately $320,000  per
year.

The Corporation's fiscal first quarter 2000 sales denominated  in
a  currency other than U.S. dollars were approximately  11.9%  of
total  sales  and net assets maintained in a functional  currency
other than U.S. dollars at April 1, 2000 were approximately 14.1%
of  total  net assets. The effects of changes in foreign currency
exchange  rates  has  not historically been  significant  to  the
Corporation's operations or net assets.


PART II - OTHER INFORMATION

Item 1: LEGAL PROCEEDINGS

Bairnco  and  its  subsidiaries are among  the  defendants  in  a
lawsuit  pending  in  the U.S. District Court  for  the  Southern
District of New York (the "Transactions Lawsuit") in which it  is
alleged  that Bairnco and others are derivatively liable for  the
asbestos-related  claims  against its  former  subsidiary,  Keene
Corporation   ("Keene").   The  plaintiffs  in  the  Transactions
Lawsuit  are  the  trustees of Keene Creditors Trust  ("KCT"),  a
successor  in  interest  to Keene.  In the  Transactions  Lawsuit
complaint, the KCT alleges that certain sales of assets by  Keene
to  other subsidiaries of Bairnco were fraudulent conveyances and
otherwise  violative of state law, as well as being violative  of
the  civil  RICO statute, 18 U.S.C. Section 1964.  The  complaint
seeks  compensatory  damages of $700 million, interest,  punitive
damages,  and  trebling of the compensatory damages  pursuant  to
civil  RICO.   In  a series of decisions that remain  subject  to
appeal,  the  court has dismissed plaintiff's civil RICO  claims;
dismissed  14  of the 21 defendants named in the  complaint;  and
partially  granted  defendants' motions for summary  judgment  on
statute of limitations grounds.  Discovery is now underway as  to
the  remaining  claims and defendants.  The court has  entered  a
scheduling  order  requiring  the  completion  of  all  discovery
(including expert discovery) by May 11, 2001.  A trial  date  has
not  been set, but the Court has scheduled a conference for  June
19,  2001,  to determine dates for filing a pretrial  order,  for
trial,  and/or  for  any pretrial motions.   These  dates  remain
subject to adjustment based upon the progress of discovery.

Keene was spun off in 1990, filed for relief under Chapter 11  of
the Bankruptcy Code in 1993, and emerged from Chapter 11 pursuant
to  a plan of reorganization approved in 1996 (the "Keene Plan").
The  Keene  Plan  provided  for the  creation  of  the  KCT,  and
transferred  the authority to prosecute the Transactions  Lawsuit
from  the  Official  Committee of Unsecured  Creditors  of  Keene
(which initiated the lawsuit in the Bankruptcy Court in 1995)  to
the  KCT.  The Keene Plan further provided that only the KCT, and
no other entity, can sue Bairnco in connection with the claims in
the Transactions Lawsuit complaint.  Therefore, although a number
of  other  asbestos-related personal injury and  property  damage
cases  against Bairnco nominally remain pending in courts  around
the   country,  it  is  expected  that  the  resolution  of   the
Transactions Lawsuit in substance will resolve all such claims.

Bairnco  also is the defendant in a separate action  by  the  KCT
(the  "NOL Lawsuit"), also pending in the United States  District
Court  for  the Southern District of New York, in which  the  KCT
seeks  the exclusive benefit of tax refunds attributable  to  the
carryback  by  Keene  of  certain  net  operating  losses   ("NOL
Refunds"),  notwithstanding certain provisions of applicable  tax
sharing  agreements  between Keene  and  Bairnco.  (As  with  the
Transactions  Lawsuit,  the  NOL  Lawsuit  was  commenced  during
Keene's Chapter 11 case and, pursuant to the Keene Plan, the  KCT
became  the  plaintiff in the lawsuit and the lawsuit  was  moved
from  the  Bankruptcy  Court  to the  District  Court.)   Pending
resolution of the NOL Lawsuit, any refunds actually received  are
to  be  placed  in escrow.  Through April 1, 2000,  approximately
$28.5  million  of NOL Refunds had been received  and  placed  in
escrow.  There can be no assurance whatsoever that resolution  of
the  NOL Lawsuit will result in the release of any portion of the
NOL Refunds to Bairnco.

Bairnco  and  its Arlon subsidiary ("Arlon") also are  among  the
defendants  in  a  third  action  by  the  KCT  (the  "Properties
Lawsuit"),  commenced December 8, 1998 and pending in the  United
States District Court for the Southern District of New York.   In
the  Properties  Lawsuit complaint, the KCT seeks  a  declaratory
judgment that it owns certain patents and real property purchased
by  Arlon  from  Keene  in 1989, based on  the  allegations  that
technical title to these assets was not conveyed at the  time  of
the  sale  and  that  no proof of claim specifically  referencing
these  assets was filed during Keene's Chapter 11  case.   In  an
answer and counterclaims, Bairnco and Arlon have denied the KCT's
claims and have requested a declaratory judgment that full  title
to  the  patents  and  real  property in  question  in  fact  was
transferred  to  Arlon at the time of the 1989 asset  sale.   The
Properties  Lawsuit  has  been transferred  to  the  Transactions
Lawsuit Judge for consolidated discovery and other proceedings.

Management believes that Bairnco has meritorious defenses to  all
claims or liability purportedly derived from Keene and that it is
not liable, as an alter ego, successor, fraudulent transferee  or
otherwise, for the asbestos-related claims against Keene or  with
respect to Keene products.

Bairnco  Corporation  and its subsidiaries are  defendants  in  a
number of other actions. Management of Bairnco believes that  the
disposition  of these other actions, as well as the  actions  and
proceedings  described above, will not have  a  material  adverse
effect on the consolidated results of operations or the financial
position of Bairnco Corporation and its subsidiaries as of  April
1, 2000.

Item 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

Item 3: DEFAULTS UPON SENIOR SECURITIES

        None.

Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  annual meeting of stockholders of Bairnco was held  in  Lake
Mary,   Florida   on   April  21,  2000.  Stockholders   ratified
management's  selection of Arthur Andersen LLP  as  auditors  for
Bairnco for the 2000 fiscal year and elected all nominees to  the
Board  of  Directors.   Stockholders also  approved  the  Bairnco
Corporation 2000 Stock Incentive Plan.

The following table sets forth the results of votes:
                                                            Votes Against
                                             Votes For      or Withheld
a.  Votes on Ratification of Management's
     selection of Auditors:

            Arthur Andersen LLP              7,168,499        35,818

b.  Votes on Election of Directors:

        Luke E. Fichthorn III                7,131,199        73,118
        Charles T. Foley                     7,130,325        73,992
        Richard A. Shantz                    7,131,325        72,992
        William F. Yelverton                 7,130,235        74,082

c.  Votes on 2000 Stock Incentive Plan       5,189,145       495,107


Item 5: OTHER INFORMATION

        None.


Item 6(a): EXHIBITS

       Exhibit  11  -  Calculation of Basic and Diluted  Earnings
       per  Share for the Quarters ended April 1, 2000 and  April
       3, 1999.







                               SIGNATURES



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



                                              BAIRNCO CORPORATION
                                                  (Registrant)






                                             /s/ James W. Lambert
                                                 James W. Lambert
                             Vice President Finance and Treasurer
                                        (Chief Financial Officer)

DATE:  May 5, 2000

















                                EXHIBITS

                              TO FORM 10-Q

                            FOR QUARTER ENDED

                              April 1, 2000