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 October 2, 1999
                                   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.

7,877,884 shares of Common Stock Outstanding as of October 29, 1999.


"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,
1999  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,  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;
changes in the pricing of the products of the Corporation or  its
competitors;  the  loss  of a significant customer  or  supplier;
production  delays or inefficiencies; disruptions  in  operations
due to labor disputes; the unanticipated costs and disruption  in
operations due to Year 2000 non-compliance; 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;   and
changes  in US or international economic or political conditions,
such as inflation or fluctuations in interest or foreign exchange
rates.

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 OCTOBER 2, 1999 AND OCTOBER 3, 1998
                               (Unaudited)



                                      1999          1998

Net sales                             $ 42,130,000  $ 37,747,000
  Cost of sales                         28,945,000    25,922,000
Gross profit                            13,185,000    11,825,000
  Selling and administrative expenses    9,768,000     9,461,000
Operating profit                         3,417,000     2,364,000
  Interest expense, net                    516,000       502,000
Income before income taxes               2,901,000     1,862,000
  Provision for income taxes               888,000       689,000
Net income                            $  2,013,000  $  1,173,000

Basic earnings per share of
  common stock (Note 2)               $       0.25  $       0.14

Diluted earnings per share of
  common stock (Note 2)               $       0.25  $       0.14

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 CONDENSED STATEMENTS OF INCOME
      FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
                               (Unaudited)


                                      1999          1998

Net sales                             $127,445,000  $117,523,000
  Cost of sales                         85,526,000    79,269,000
Gross profit                            41,919,000    38,254,000
  Selling and administrative expenses   30,474,000    28,894,000
Operating profit                        11,445,000     9,360,000
  Interest expense, net                  1,598,000     1,491,000
Income before income taxes               9,847,000     7,869,000
  Provision for income taxes             3,250,000     2,912,000
Net income                            $  6,597,000   $ 4,957,000

Basic earnings per share of
  common stock (Note 2)               $       0.82   $      0.57

Diluted earnings per share of
  common stock (Note 2)               $       0.82   $      0.56

Dividends per share of common stock   $       0.15   $      0.15




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


                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
       FOR THE QUARTERS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
                               (Unaudited)
                                 Note 3


                                           1999           1998

Net income                                 $  2,013,000   $  1,173,000
Other comprehensive income, net of tax:
  Foreign currency translation adjustment       246,000        319,000
Comprehensive income                       $  2,259,000   $  1,492,000




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


                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
      FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
                               (Unaudited)
                                 Note 3


                                           1999           1998

Net income                                 $  6,597,000   $  4,957,000
Other comprehensive income, net of tax:
  Foreign currency translation adjustment      (270,000)       241,000
Comprehensive income                       $  6,327,000   $  5,198,000




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


                  BAIRNCO CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
               AS OF OCTOBER 2, 1999 AND DECEMBER 31, 1998

                                                (Unaudited)
                                                1999          1998
ASSETS
Current assets:
Cash and cash equivalents                       $    954,000  $    822,000
Accounts receivable, less allowances of
  $1,452,000 and $1,224,000, respectively         31,340,000    27,999,000
Inventories (Note 4)                              24,406,000    26,179,000
Deferred income taxes                              4,137,000     4,137,000
Other current assets                               2,682,000     1,709,000
       Total current assets                       63,519,000    60,846,000

Plant and equipment, at cost                     101,277,000    97,291,000
Less - Accumulated depreciation and amortization (60,909,000)  (55,889,000)
  Plant and equipment, net                        40,368,000    41,402,000
Cost in excess of net assets of purchased
  businesses                                      11,948,000    11,840,000
Other assets                                       4,430,000     4,467,000
                                                $120,265,000  $118,555,000

LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt                                 $  4,821,000  $  4,373,000
Accounts payable                                  10,798,000     9,022,000
Accrued expenses (Note 5)                         14,938,000    14,192,000
       Total current liabilities                  30,557,000    27,587,000

Long-term debt                                    29,920,000    33,471,000
Deferred income taxes                              2,918,000     2,912,000
Other liabilities                                  7,468,000     8,147,000
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 and
   11,187,224 shares issued, respectively            112,000       112,000
  Paid-in capital                                 49,235,000    49,165,000
  Retained earnings                               28,067,000    22,670,000
  Accumulated other comprehensive income
   (Note 3)                                        1,475,000     1,745,000
  Treasury stock, at cost, 3,308,965 and
   2,904,165 shares, respectively                (29,487,000)  (27,254,000)
       Total stockholders' investment             49,402,000    46,438,000
                                                $120,265,000  $118,555,000




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


                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
      FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
                               (Unaudited)

                                                1999          1998
Cash Flows from Operating Activities:
 Net income                                     $ 6,597,000   $ 4,957,000
 Adjustments to reconcile to net cash provided
  by operating activities:
   Depreciation and amortization                  5,578,000     5,073,000
   Loss (gain) on disposal of plant
    and equipment                                    75,000       (13,000)
   Deferred income taxes                              6,000       (32,000)
   Change in operating assets and liabilities:
    (Increase) in accounts receivable            (3,596,000)   (1,208,000)
    Decrease (increase) in inventories            1,523,000      (169,000)
    (Increase) decrease in other current assets    (989,000)      819,000
    Increase in accounts payable                  1,916,000       224,000
    Increase (decrease) in accrued expenses         902,000    (1,240,000)
    Other                                        (1,091,000)     (730,000)
 Net cash provided by operating activities       10,921,000     7,681,000


Cash Flows from Investing Activities:
 Capital expenditures                            (4,354,000)   (4,777,000)
 Proceeds from sale of plant and equipment            2,000        83,000
 Net cash (used in) investing activities         (4,352,000)   (4,694,000)


Cash Flows from Financing Activities:
 Net (repayments) borrowings of external debt    (2,991,000)    2,680,000
 Payment of dividends                            (1,201,000)   (1,307,000)
 Purchase of treasury stock                      (2,233,000)   (5,003,000)
 Exercise of stock options                           70,000        75,000
 Net cash (used in) financing activities         (6,355,000)   (3,555,000)


Effect of foreign currency exchange rate
 changes on cash and cash equivalents               (82,000)      (28,000)

Net increase (decrease) in cash and
 cash equivalents                                   132,000      (596,000)

Cash and cash equivalents, beginning of period      822,000     1,217,000
Cash and cash equivalents, end of period        $   954,000    $  621,000




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


                  BAIRNCO CORPORATION AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              JULY 3, 1999
                               (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 the Corporation
believes  that  the  disclosures made are adequate  to  make  the
information presented not misleading.

The  consolidated results of operations for the quarter and nine-
month period ended October 2, 1999 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 and nine-month periods  ended
October 2, 1999 and October 3, 1998 are included as Exhibit  11.1
and  Exhibit 11.2, respectively, 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 October 2, 1999  and
December 31, 1998:

                                    1999           1998

 Raw materials and supplies         $ 5,749,000    $ 5,701,000
 Work in process                      7,272,000      6,604,000
 Finished goods                      11,385,000     13,874,000
          Total inventories         $24,406,000    $26,179,000


(5)  Accrued Expenses

Accrued expenses consisted of the following as of October 2, 1999
and December 31, 1998:

                                    1999           1998

 Salaries and wages                 $ 3,113,000    $ 2,669,000
 Income taxes                           207,000        633,000
 Insurance                            3,241,000      2,462,000
 Litigation                           3,319,000      3,580,000
 Other accrued expenses               5,058,000      4,848,000
          Total accrued expenses    $14,938,000    $14,192,000

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).  During the nine months  of  1999,
approximately  $1.2  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.


(6)  Reportable Segment Data

In  June  1997, the Financial Accounting Standards  Board  issued
Statement of Financial Accounting Standards No. 131, "Disclosures
about  Segments of an Enterprise and Related Information"  ("SFAS
131"),  which  is  effective  for fiscal  years  beginning  after
December  15, 1997.  SFAS 131 introduces a new model for  segment
reporting   called  the  management  approach.   The   management
approach  is  based on the way the chief operating decision-maker
organizes   segments  within  a  company  for  making   operating
decisions and assessing performance.

SFAS  131 requires disclosures for each segment that are  similar
to  those required under previous standards with the addition  of
limited quarterly disclosure requirements.  Bairnco adopted  SFAS
131 effective January 1, 1998.

There  are no differences to the 1998 annual report in the  basis
of  segmentation or in the basis of measurement of segment profit
or loss included herein.  In addition, there has been no material
change in total assets of the segments from the amounts disclosed
in  the  1998  annual  report. Financial  information  about  the
Corporation's  operating segments for the third quarter  of  1999
and 1998 as required under SFAS 131 is as follows:

1999                          Net Sales       Operating Profit (Loss)
Arlon                         $30,222,000     $ 3,751,000
Kasco                          11,908,000         794,000
Headquarters                           --      (1,128,000)
                              $42,130,000     $ 3,417,000


1998                          Net Sales       Operating Profit (Loss)
Arlon                         $25,894,000     $ 2,646,000
Kasco                          11,853,000         598,000
Headquarters                           --        (880,000)
                              $37,747,000     $ 2,364,000

Financial information about the Corporation's operating  segments
for  the nine-month periods ended October 2, 1999 and October  3,
1998 as required under SFAS 131 is as follows:

1999                          Net Sales       Operating Profit (Loss)
Arlon                         $ 90,537,000    $11,737,000
Kasco                           36,908,000      2,889,000
Headquarters                            --     (3,181,000)
                              $127,445,000    $11,445,000


1998                          Net Sales       Operating Profit (Loss)
Arlon                         $ 81,563,000    $ 9,838,000
Kasco                           35,960,000      2,215,000
Headquarters                            --     (2,693,000)
                              $117,523,000    $ 9,360,000

(7)  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,
1998.

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 Third Quarter 1999 to Third Quarter 1998

The  results  for  the third quarter of 1999  were  significantly
improved  over  last  year's third quarter which  was  negatively
impacted  by the "Asian flu" and the down turn in the  electronic
market.  The  improved results reflect increased sales,  improved
operating efficiencies and the results of the acquisition made in
the fourth quarter of last year.

Sales in the third quarter 1999 were $42,130,000, an increase  of
11.6%  from  $37,747,000 in 1998. Arlon's sales  increased  16.7%
from  last year due to the inclusion of the acquisition  made  in
the  fourth quarter of 1998 and significant recoveries  from  the
depressed  markets of the last three quarters of  1998.   Kasco's
sales  were  flat  with  last year due to the  mixed  results  in
European markets and pricing pressures in the U.S. markets.

Gross profit increased 11.5% to $13,185,000 from $11,825,000  due
to  increased sales, improved manufacturing efficiencies and  the
contribution from the acquisition.  The gross profit margin as  a
percent of sales remained unchanged at 31.3%.

Selling  and administrative expenses increased 3.2% to $9,768,000
from   $9,461,000.    As  a  percent  of   sales,   selling   and
administrative expenses decreased to 23.2% from 25.1%.

Productivity  as  measured by annual sales per employee  improved
10.7% to $ 206,500 in 1999 from $186,600 in 1998.

Net interest expense increased to $516,000 in 1999 as compared to
$502,000 in 1998 due primarily to higher average borrowings.  The
provision   for  income  taxes  in  both  periods  includes   all
applicable federal, state, local and foreign income taxes.

Net   income  increased  71.6%  to  $2,013,000  as  compared   to
$1,173,000  in the third quarter of 1998.  Diluted  earnings  per
common  share increased 78.6% to $.25 from $.14 as  a  result  of
improved  earnings, a lower effective tax rate, and  the  reduced
number of shares outstanding.

Comparison of First Nine Months 1999 to First Nine Months 1998

Sales  for  the  first  nine months  of  1999  were  up  8.4%  to
$127,445,000  from $117,523,000 in 1998 due to the recovery  from
the  depressed  markets during the second and third  quarters  of
1998 and the inclusion of the acquisition.

Gross  profit  increased $3,665,000, or 9.6% from $38,254,000  in
the  first  nine  months of 1998. The gross profit  margin  as  a
percent  of  sales  increased from 32.6% to  32.9%.   The  profit
margin   improvement   is  due  to  increased   sales,   improved
manufacturing   efficiencies  and  the  contribution   from   the
acquisition.

Selling and administrative expenses increased 5.5% to $30,474,000
from  $28,894,000.  This increase was primarily due  to  expenses
associated with the acquisition.  As a percent of sales,  selling
and administrative expenses decreased to 23.9% from 24.6%.

Net  interest expense increased $107,000 as compared to the first
nine  months of 1998.  The effective tax rate for the first  nine
months  of  1999 was 33% versus 37% in 1998.  The  provision  for
income  taxes  in  both periods includes all applicable  federal,
state, local and foreign income taxes.

Net  income  increased 33.1% to $6,597,000  from  $4,957,000  and
diluted earnings per common share increased to $.82 from $.56  in
1998.

Dividend

The  third  quarter cash dividend of $.05 per share was  paid  on
September  30,  1999 to stockholders of record  on  September  7,
1999.

Liquidity and Capital Resources

At  October 2, 1999, Bairnco had working capital of $33.0 million
compared to $33.3 million at December 31, 1998.  The increase  in
accounts  receivable relates primarily to the increased sales  in
the third quarter of 1999 versus the fourth quarter of 1998.  The
increase in accounts payable reflects the timing of purchases and
subsequent payments to vendors.

During the third quarter Bairnco repurchased 10,000 shares of its
common   stock  at  a  total  cost  of  $70,000.   Total   shares
repurchased  during the first nine months of 1999  were  404,800.
The  Board  has  authorized  management  to  continue  its  stock
repurchase  program  subject  to market  conditions  and  capital
requirements of the business.

At   October  2,  1999,  Bairnco's  total  debt  outstanding  was
$34,741,000  compared to $37,844,000 at  the  end  of  1998.   At
October  2,  1999 approximately $15.5 million was  available  for
borrowing  under  the  Corporation's secured  reducing  revolving
credit  agreement,  as amended.  In addition, approximately  $4.0
million  was  available  under various  short-term  domestic  and
foreign uncommitted credit facilities.

Bairnco  made  approximately $1.8 million of capital expenditures
during  the  third  quarter of 1999 bringing  the  total  capital
expenditures  for the first nine months of 1999 to $4.4  million.
Total   capital  expenditures  for  1999  are  now  expected   to
approximate $7.0 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
1999.


Year 2000 Compliance

As  stated  in  Bairnco's 1998 Annual Report on  Form  10-K,  the
Corporation  has evaluated and identified its internal  risks  of
software   failure   due  to  processing  errors   arising   from
calculations  using  the  Year 2000  date.   The  plan  that  was
established  to  maintain the integrity of its financial  systems
and ensure the reliability of its operating systems is proceeding
on  schedule.   The total estimated cost of achieving  Year  2000
compliance   remains  at  approximately  $250,000  and   includes
software  and  installation costs.  The majority of the  $250,000
has been spent.

In  January of 1998 Bairnco adopted a formal plan to address  the
Year  2000 issue.  This plan has defined roles, identified  staff
members  to  execute the plan, set target dates, and  provided  a
detailed  budget.  The plan also incorporates the use of  outside
consultants.  The plan is periodically updated and modified,  and
progress is monitored against it to ensure that target dates  are
being  met and that the Corporation designates whatever resources
are necessary to meet the plan's requirements.

Bairnco  has  compiled  a checklist for all  areas  that  may  be
affected  by this issue.  The Corporation has formed task  forces
at  each  of its operating divisions and charged them with  doing
thorough  and  complete  audits of  their  facilities  using  the
checklist as a guide.  The Corporation is aware of some  hardware
issues  and  has assembled a plan to have the outmoded  equipment
replaced.  This process is substantially complete.

Bairnco has assessed the software in use at all of its operations
and identified applications that do not currently process using a
four-digit field to record the date.  The Corporation is  in  the
process of adapting or replacing any such programs and expects to
have the work completed on schedule. Through October 2, 1999, six
of  the  seven  North  American locations' operating  information
technology ("IT") systems plus all of the European locations'  IT
systems  had  been  upgraded  to be  Year  2000  compliant.   The
implementation  and   validation  of  the system upgrades for the
remaining  North American location will be  completed  during the
fourth quarter 1999.

Bairnco has contacted the majority of its suppliers and customers
with  whom  the Corporation has a material business  relationship
regarding  their Year 2000 state of readiness.  The responses  to
date  have  indicated  they  are, or  expect  to  be,  Year  2000
compliant.

The  Corporation  currently believes its "most reasonably  likely
worst   case  scenario"  to  be  potential  disruptions  in   its
operations  due  to reliance on third parties whose  systems  may
fail.  There can be no guarantees such failures will  not  occur.
The  disruption  in service of any critical suppliers,  including
utilities, or the failure of the Corporation's operating  systems
to   comply,  could  have  a  material  adverse  impact  on   the
Corporation.   The  possible consequences include,  but  are  not
limited  to,  a  temporary slowdown or cessation in manufacturing
product,  delays in the delivery or distribution of product,  and
delays in processing transactions.  The Corporation cannot at the
present time estimate the potential cost of any such failures.

Based  on the results of our efforts to date as discussed  above,
the  Corporation  believes it will not  experience  any  material
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. However, the implementation  and
validation of Bairnco's IT and non-IT systems, and the evaluation
of the state of readiness of Bairnco's material business partners
are ongoing.

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
October 2, 1999.

Outlook

The outlook for 1999 is for continued growth and progress towards
our objectives.  We continue to see modest improvements in served
markets  as compared to the run rates of the last nine months  of
last year.  Both foreign and domestic competition remains intense
in most markets.

Last  year's  earnings per share were $.72  excluding  the  legal
charge in the fourth quarter. Based on the operating results  for
the  first  nine  months of 1999 and the trend  of  the  business
continuing  into  the fourth quarter, we expect the  results  for
1999 to show a substantial improvement over last year.

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  October  2,  1999 would increase interest expense  and  hence
reduce  the  net  income  of  the  Corporation  by  approximately
$200,000 per year.

The Corporation's fiscal third quarter 1999 sales denominated  in
a  currency other than U.S. dollars were approximately  13.9%  of
total  sales  and net assets maintained in a functional  currency
other  than  U.S.  dollars at October 2, 1999 were  approximately
15.0%  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 indicated its
intention  to  enter  a scheduling order that  will  require  the
completion  of  discovery by May 31, 2001 and the filing  of  any
summary judgement motions by July 31, 2001.

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 October 2, 1999, 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.

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
October 2, 1999.


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

         There were no matters submitted to a vote of security
         holders during the third quarter of 1999.


Item 5:  OTHER INFORMATION

         The Year 2000 Annual Meeting of Shareholders of Bairnco
         Corporation will be held on Thursday, April 20, 2000.
         Only shareholders of record at the close of business on
         March 6, 2000 will be entitled to notice of and to vote
         at the meeting.


Item 6(a):  EXHIBITS

            Exhibit 11.1 - Calculation of Basic and Diluted Earnings
                           per Share for the Quarters ended October 2,
                           1999 and October 3, 1998.

            Exhibit 11.2 - Calculation of Basic and Diluted Earnings
                           per Share for the Nine Months ended October 2,
                           1999 and October 3, 1998.




                               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/ J. Robert Wilkinson
                                              J. Robert Wilkinson
                             Vice President Finance and Treasurer
                                        (Chief Financial Officer)

DATE:  November 9, 1999