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 3, 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.)

      2251 Lucien Way, Suite 300, Maitland, FL             32751
      (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.

7,907,959 shares of Common Stock Outstanding as of April 26, 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

<TABLE>
                                    
                  BAIRNCO CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME
         FOR THE QUARTERS ENDED APRIL 3, 1999 AND APRIL 4, 1998
                               (Unaudited)
<CAPTION>

                                       1999            1998
<S>                                    <C>             <C>
Net sales                              $ 42,662,000    $ 42,125,000
  Cost of sales                          28,410,000      28,442,000
Gross profit                             14,252,000      13,683,000
  Selling and administrative expenses    10,245,000       9,716,000
Operating profit                          4,007,000       3,967,000
  Interest expense, net                     567,000         481,000
Income before income taxes                3,440,000       3,486,000
  Provision for income taxes              1,170,000       1,290,000
Net income                             $  2,270,000    $  2,196,000

Basic earnings per share of common 
 stock (Note 2)                        $       0.28    $       0.25

Diluted earnings per share of common 
 stock (Note 2)                        $       0.28    $       0.24

Dividends per share of common stock    $       0.05    $       0.05





The accompanying notes are an integral part of these financial statements.
</TABLE>
       
                             
<TABLE>
                                    
                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
         FOR THE QUARTERS ENDED APRIL 3, 1999 AND APRIL 4, 1998
                               (Unaudited)
                                 Note 3

<CAPTION>
                                          1999            1998
<S>                                       <C>             <C>
Net income                                $  2,270,000    $  2,196,000
Other comprehensive income, net of tax:
  Foreign currency translation adjustment     (335,000)        (74,000)
Comprehensive income                      $  1,935,000    $  2,122,000

                                    


The accompanying notes are an integral part of these financial statements.
</TABLE>

                                    
<TABLE>
                                    
                  BAIRNCO CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                AS OF APRIL 3, 1999 AND DECEMBER 31, 1998
<CAPTION>
                                    
                                         (Unaudited)
                                              1999             1998
<S>                                           <C>              <C>
ASSETS
Current assets:
Cash and cash equivalents                     $    792,000     $    822,000
Accounts receivable, less allowances of
  $1,245,000 and $1,224,000, respectively       29,378,000       27,999,000
Inventories (Note 4)                            25,811,000       26,179,000
Deferred income taxes                            4,137,000        4,137,000
Other current assets                             1,909,000        1,709,000
       Total current assets                     62,027,000       60,846,000

Plant and equipment, at cost                    98,256,000       97,291,000
Less-Accumulated depreciation and amortization (57,345,000)     (55,889,000)
  Plant and equipment, net                      40,911,000       41,402,000
Cost in excess of net assets of purchased 
 businesses                                     12,114,000       11,840,000
Other assets                                     4,469,000        4,467,000
                                              $119,521,000     $118,555,000

LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt                               $  2,820,000     $  4,373,000
Accounts payable                                12,436,000        9,022,000
Accrued expenses (Note 5)                       13,693,000       14,192,000
       Total current liabilities                28,949,000       27,587,000

Long-term debt                                  33,256,000       33,471,000
Deferred income taxes                            3,236,000        2,912,000
Other liabilities                                8,130,000        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, 11,187,224 shares 
   issued                                          112,000          112,000
  Paid-in capital                               49,165,000       49,165,000
  Retained earnings                             24,534,000       22,670,000
  Accumulated other comprehensive income 
   (Note 3)                                      1,410,000        1,745,000
  Treasury stock, at cost, 3,279,265 and 
   2,904,165 shares, respectively              (29,271,000)     (27,254,000)
       Total stockholders' investment           45,950,000       46,438,000
                                              $119,521,000     $118,555,000



The accompanying notes are an integral part of these financial statements.
</TABLE>


<TABLE>
                  BAIRNCO CORPORATION AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
          FOR THE QUARTER ENDED APRIL 3, 1999 AND APRIL 4, 1998
                               (Unaudited)
<CAPTION>
                                    
                                                  1999          1998
<S>                                               <C>           <C>
Cash Flows from Operating Activities:
 Net income                                       $  2,279,000  $  2,196,000
 Adjustments to reconcile to net cash 
  provided by operating activities:                                
   Depreciation and amortization                     1,843,000     1,704,000
   Loss (gain) on disposal of plant and equipment       20,000       (42,000)
   Deferred income taxes                               324,000         4,000
   Change in operating assets and liabilities:
    (Increase) in accounts receivable               (1,640,000)   (2,866,000)
    Decrease (increase) in inventories                 106,000      (879,000)
    (Increase) in other current assets                (217,000)      (71,000)
    Increase in accounts payable                     3,566,000     1,143,000
    (Decrease) in accrued expenses                    (337,000)   (1,124,000)
   Other                                              (444,000)       55,000
       Net cash provided by operating activities     5,491,000       120,000
                                                    
Cash Flows from Investing Activities:
 Capital expenditures                               (1,371,000)   (1,775,000)
 Proceeds from sale of plant and equipment                  --        55,000
       Net cash (used in) investing activities      (1,371,000)   (1,720,000)
                                                    
Cash Flows from Financing Activities:
 Net (repayments) borrowings of external debt       (1,637,000)    3,602,000
 Payment of dividends                                 (410,000)     (443,000)
 Purchase of treasury stock                         (2,017,000)   (2,164,000)
 Exercise of stock options                                  --        35,000
       Net cash (used in) provided by financing
        activities                                  (4,064,000)    1,030,000
                                                    
Effect of foreign currency exchange rate changes
 on cash and cash equivalents                          (86,000)        1,000
                                                    
Net (decrease) in cash and cash equivalents            (30,000)     (569,000)
equivalents
Cash and cash equivalents, beginning of period         822,000     1,217,000
Cash and cash equivalents, end of period          $    792,000  $    648,000



The accompanying notes are an integral part of these financial statements.
</TABLE>
                                    
                  BAIRNCO CORPORATION AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              APRIL 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  ended
April  3,  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 ended April 3, 1999 and April
4,  1998  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 3,  1999  and
December 31, 1998:

                                   1999           1998

  Raw materials and supplies       $ 5,723,000    $ 5,701,000
  Work in process                    6,378,000      6,604,000
  Finished goods                    13,710,000     13,874,000
    Total inventories              $25,811,000    $26,179,000

(5)  Accrued Expenses

Accrued  expenses consisted of the following as of April 3,  1999
and December 31, 1998:

                                   1999           1998

  Salaries and wages               $ 2,061,000    $ 2,669,000
  Income taxes                       1,094,000        633,000
  Insurance                          2,598,000      2,462,000
  Litigation                         3,410,000      3,580,000
  Other accrued expenses             4,530,000      4,848,000
    Total accrued expenses         $13,693,000    $14,192,000

(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 first quarter of 1999 and 1998 as required under  SFAS
131 is as follows:

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


1998                          Net Sales        Operating Profit (Loss)
Arlon                         $30,063,000      $4,172,000
Kasco                          12,062,000         661,000
Headquarters                           --        (866,000)
                              $42,125,000      $3,967,000

(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
pressure  sensitive adhesive systems, 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 1999 to First Quarter 1998

The  results for the first quarter were improved over last year's
first quarter which was the best quarter of 1998 as the impact of
the  "Asian  flu"  and  the down turn in  the  electronic  market
depressed  results  for  the next three quarters.   The  improved
results  are  primarily due to the inclusion of  the  acquisition
made   last   year  and  substantial  improvements  in  operating
efficiencies.
   
Sales in the first quarter 1999 were $42,662,000, an increase  of
1.3%  from $42,125,000 in 1998.  [Last year the first quarter was
Bairnco's  best quarter,  whereas  historically  it has  been the
third  best  quarter.]   Arlon's  sales  were  down  only  0.4%
from last year due to the inclusion of the acquisition and modest
recoveries from the depressed markets of the last three  quarters
of  last year. Kasco's sales increased 5.4% due to improved sales
in the U.S.

Gross  profit increased 4.2% to $14,252,000 from $13,683,000  due
to  improved manufacturing efficiencies and the contribution from
the  acquisition.  The gross profit margin as a percent of  sales
increased to 33.4% from 32.5%.

Selling and administrative expenses increased 5.4% to $10,245,000
from   $9,716,000.   As   a  percent  of   sales,   selling   and
administrative expenses increased to 24.0% from 23.1%.

Productivity as measured by sales per employee improved 4.6% from
$198,900 in 1998 to $208,100 in 1999.

Interest  expense increased to $567,000 in 1999  as  compared  to
$481,000  in  1998  due  primarily to higher  average  borrowings
resulting from the acquisition in the fourth quarter of 1998  and
the continuing program to repurchase Bairnco common stock.

The  effective  tax rate for the first quarter of  1999  was  34%
versus  37%  for 1998.  The provision for income  taxes  in  both
periods includes all applicable federal, state, local and foreign
income taxes.

Net  income was up to $2,270,000 as compared to $2,196,000 in the
first  quarter  of 1998.  These results represent  a  significant
improvement over the results for the prior three quarters.

Diluted  earnings per common share increased 16.7% to  $.28  from
$.24  as a result of improved earnings and the reduced number  of
shares outstanding.

Dividend

The  first  quarter cash dividend of $.05 per share was  paid  on
March 31, 1999 to stockholders of record on March 8, 1999.

Liquidity and Capital Resources

At  April  3, 1999, Bairnco had working capital of $33.1  million
compared to $33.3 million at December 31, 1998.  The increase  in
accounts  receivable relates primarily to the increased sales  in
the first quarter of 1999 versus the fourth quarter of 1998.

During  the first quarter 1999, the Board of Directors authorized
an   additional  $5,000,000  to  be  available  for  the  ongoing
repurchase  of Bairnco's common stock.  The Board has  authorized
management  to continue its stock repurchase program  subject  to
market  conditions  and  capital requirements  of  the  business.
During  the first quarter Bairnco repurchased 375,100  shares  of
its common stock at a total cost of $2,017,000.

At   April   3,  1999,  Bairnco's  total  debt  outstanding   was
$36,076,000 compared to $37,844,000 at the end of 1998.  At April
3,  1999  approximately $10.7 million was available for borrowing
under   the  Corporation's  secured  reducing  revolving   credit
agreement,  as amended.  In addition, approximately $6.0  million
was  available  under  various short-term  domestic  and  foreign
uncommitted credit facilities.

Bairnco  made  approximately $1.4 million of capital expenditures
during the first quarter of 1999. Total capital expenditures  for
1999 are expected to approximate $8.5 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
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.  Of this amount, approximately
$200,000  had  been  incurred through  April  3,  1999  with  the
remainder  expected to be incurred during the  second  and  third
quarters of 1999.

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 has begun and will be completed  during
the second and third quarters of 1999.

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 April 3, 1999, five
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  with  the
remaining  two North American locations expected to be  completed
by the end of the third quarter of 1999.  These two locations are
in  various  stages  of  validation  and  implementation  of  the
upgraded systems.

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.

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.  The disruption in service of any critical suppliers
or  the failure of the Corporation's operating systems to comply,
could  result  in a shutdown of the operations affected  for  the
duration of the disruption.

The  Corporation is  currently  analyzing  the  risks of  a "most 
reasonably  likely  worst  case  scenario" in order  to determine 
whether to develop a contingency plan to address this uncertainty. 
This process  is  scheduled  for  completion  during  the  second
quarter of 1999 and if  necessary, a  contingency  plan  will  be 
formalized and implemented during the third quarter of 1999.


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
3, 1999.

Outlook

The  outlook for 1999 is for resumed 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 first quarter results
and  the  trend of the business entering the second  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  April 3, 1999 would increase interest expense and hence  reduce
the  net  income of the Corporation by approximately  $250,000  per
year.

The Corporation's fiscal first quarter 1999 sales denominated in  a
currency  other than U.S. dollars were approximately 16%  of  total
sales and net assets maintained in a functional currency other than
U.S.  dollars  at  April 3, 1999 were less than 15%  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.

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 3, 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  April
3, 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  first  quarter  of  1999.  The  annual  meeting   of
stockholders  of Bairnco was held in Maitland, Florida  on  April
22,  1999. Stockholders ratified management's selection of Arthur
Andersen LLP as auditors for Bairnco for the 1999 fiscal year and
elected  all  nominees to the Board of Directors.  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                    6,981,254        46,459

b.  Votes on Election of Directors:

      Luke E. Fichthorn III                  6,963,001        64,712
      Charles T. Foley                       6,963,301        64,412
      Richard A. Shantz                      6,962,101        65,612
      William F. Yelverton                   6,965,065        62,648


Item 5:  OTHER INFORMATION

       None.

Item 6(a):  EXHIBITS

       Exhibit 11 - Calculation  of Basic and Diluted Earnings per Share
                    for the Quarters ended April 3, 1999 and April 4, 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:  May 3, 1999

















                                EXHIBITS
                                    
                              TO FORM 10-Q
                                    
                            FOR QUARTER ENDED
                                    
                              April 3, 1999