5

                        FIFTH AMENDMENT TO
               AMENDED AND RESTATED CREDIT AGREEMENT


       This   Fifth  Amendment  to  Amended  and  Restated  Credit
Agreement,  dated  as  of October 13, 1998 (this  "Amendment")  is
entered   into  by  and  among  BAIRNCO  CORPORATION,  a  Delaware
corporation ("Bairnco"), certain of its Subsidiaries party to  the
Credit   Agreement  referred  to  below  (together  with  Bairnco,
hereinafter  referred  to  collectively  as  the  "Borrowers"  and
individually  as a "Borrower"), the several financial institutions
parties   to   this   Amendment  (collectively,   the   "Lenders";
individually, a "Lender"), and BANK OF AMERICA NT&SA, as agent for
the Lenders (in such capacity, the "Agent").

                             RECITALS

     The  Borrowers, the Lenders and the Agent are parties  to  an
Amended  and  Restated Credit Agreement dated as of  December  17,
1992  (as  heretofore amended, supplemented or otherwise modified,
the  "Credit Agreement"). Capitalized terms used and not otherwise
defined  or  amended  in this Amendment shall  have  the  meanings
respectively assigned to them in the Credit Agreement.

     The  Borrowers have requested that the Lenders and the  Agent
amend  the  Credit Agreement in certain respects, and the  Lenders
and  the  Agent  have  agreed to do so, all  upon  the  terms  and
provisions  and  subject to the conditions hereinafter  set  forth
below.

                             AGREEMENT

     In  consideration  of the foregoing and the mutual  covenants
and  agreement hereinafter set forth, the parties hereto  mutually
agree as follows:

A.   AMENDMENTS

     1.   Amendments of Section 1.1 (Defined Terms). Section 1.1 of the
Credit  Agreement is hereby amended to delete from the  definition
of  "Obligations" the phrase "lines of credit" and  to  substitute
therefor "Indebtedness".

    2.   Amendment of Section 7.1.1(c). Section 7.1.1(c) of the Credit
          Agreement is hereby amended and restated in its entirety as
          follows:

          (c) as soon as available and in any event within 45 days
          after  the  end  of  each  of  the  first  three  Fiscal
          Quarters, and within 90 days after the end of the Fiscal
          Year,   a   certificate  (a  "Compliance   Certificate")
          substantially in the form of Exhibit G, executed by  the
          chief  financial Authorized Officer of Bairnco,  showing
          (in  reasonable detail and with appropriate calculations
          and  computations  in all respects satisfactory  to  the
          Agent)  the Interest Coverage Ratio and compliance  with
          the financial covenants set forth in Section 7.2.3;
     
     3.   Amendment of Section 7.2.1 (i). Section 7.2.1 (i) is hereby
          amended and restated in its entirety as follows:"Indebtedness
          owing to (i) a Lender or an Affiliate of a Lender in respect of
          Indebtedness  other than a Loan, which  Indebtedness  is
          cross-collateralized with the Loan contemplated hereby as long as
          (A) the aggregate amount of such Indebtedness available to be
          borrowed does not exceed $8,000,000, and (B) the aggregate amount
          of such Indebtedness outstanding at any time does not exceed
          $8,000,000; and (ii) Indebtedness owing to First Union National
          Bank ("FUNB") in respect of the letter of credit issued by FUNB
          for the benefit of Toronto Dominion Bank on the account of Bairnco
          in  the  amount  of CAN$3,000,000 which indebtedness  is
          cross-collateralized with the Loan contemplated hereby "FUNB
          Letter of Credit"); provided, however, that the caps  on
          Indebtedness identified in subsection (i), clauses (A) and (B),
          shall automatically increase (x) to $10,000,000, upon the
          expiration or termination of the FUNB Letter of Credit, and (y)
          dollar for dollar with each payment made by Bairnco to FUNB in
          respect of the FUNB Letter of Credit (taking into account the
          current rate of exchange for conversion of Canadian dollars to
          U.S. dollars).

B.   REPRESENTATIONS AND WARRANTIES

    The Borrowers hereby represent and warrant to the Agent and
    the Lenders that:

    1.   No Default has occurred and is continuing; and
    
    2.   The representations and warranties of the Borrowers contained
in Article VI of the Credit Agreement are true on and as of the
date hereof as if made on and as of said date; provided, however,
that each reference to "this Agreement" contained in such Article
VI shall be deemed to be a reference to the Credit Agreement as
amended hereby.

C.   CONDITIONS PRECEDENT

     This  Amendment  will become effective as of the  date  first
written  above  upon  receipt by the Agent of counterparts  hereof
duly  executed by each Borrower, each of the Lenders party to  the
Credit Agreement and the Agent.

D.   MISCELLANEOUS

     1.   This Amendment may be signed in any number of counterparts,
each  of  which shall be an original, with same effect as  if  the
signatures thereto and hereto were upon the same instrument.

     2.   Except as herein specifically amended, all terms, covenants
and  provisions of the Credit Agreement shall remain in full force
and  effect  and  shall  be performed by  the  parties  hereto  in
accordance  therewith. All references to the  "Agreement"  or  the
"Credit  Agreement" contained in the Credit Agreement  or  in  the
Schedules  or  Exhibits  shall  henceforth  refer  to  the  Credit
Agreement as amended by this Amendment.

     3.   THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.

    IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first written.


                               BAIRNCO CORPORATION
                               
                               
                               
                               By: /s/J. Robert Wilkinson
                               _____________________________
                               Name: J. Robert Wilkinson
                               _____________________________
                               Title: VP Finance
                               _____________________________
                               
                               
                               
                               ARLON, INC.
                               
                               
                               By: /s/ J. Robert Wilkinson
                               _____________________________
                               Name: J. Robert Wilkinson
                               _____________________________
                               Title: VP Finance
                               _____________________________
                               
                               
                               
                               KASCO CORPORATION
                               
                               
                               By: /S/ J. Robert Wilkinson
                               _____________________________
                               Name: J. Robert Wilkinson
                               _____________________________
                               Title: VP Finance
                               _____________________________
                               
                               
                               
                               ATLANTIC SERVICE CO. (UK), LTD.
                               
                               
                               By: /s/ J. Robert Wilkinson
                               _____________________________
                               Name: J. Robert Wilkinson
                               _____________________________
                               Title: Director
                               _____________________________
                               

                               BERTRAM & GRAF GMBH
                               
                               
                               By: /s/ J. Robert Wilkinson
                               _____________________________
                               Name: J. Robert Wilkinson
                               _____________________________
                               Title: Director
                               _____________________________
                               
                               
                               
                               EUROKASCO S.A.
                               
                               
                               By: /s/ J. Robert Wilkinson
                               _____________________________
                               Name: J. Robert Wilkinson
                               _____________________________
                               Title: Director
                               _____________________________
                               
                               
                               
                               BANK OF AMERICA NT&SA, as Agent
                               
                               
                               By: /s/ Steve Aronowitz
                               _____________________________
                               Name: Steve Aronowitz
                               _____________________________
                               Title: Managing Director
                               _____________________________
                               
                               
                               
                               BANK OF AMERICA NT&SA as a Lender
                               
                               
                               By: /s/ Steve Aronowitz
                               _____________________________
                               Name: Steve Aronowitz
                               _____________________________
                               Title: Managing Director
                               _____________________________
                               
                               
                               
                               FIRST UNION NATIONAL BANK, N.A.,
                               Formerly Known as FIRST UNION
                               NATIONAL
                               BANK OF FLORIDA
                               
                               
                               By:/s/ Mary H. Doonan
                               _____________________________
                               Name: Mary H. Doonan
                               _____________________________
                               Title: Vice President
                               _____________________________
                               
                               
                               FIRST NATIONAL BANK OF MARYLAND
                               
                               
                               By: /s/ Jerome A. Ratliff
                               _____________________________
                               Name:  Jerome A. Ratliff
                               _____________________________
                               Title: Vice President
                               _____________________________
                               
                               
                               
                               SUNTRUST BANK, CENTRAL FLORIDA,
                                   NATIONAL ASSOCIATION
                               
                               
                               By: /s/ William C. Barr III
                               _____________________________
                               Name: William C. Barr III
                               _____________________________
                               Title: First Vice President
                               _____________________________