12

     
                                    
                              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 3, 1998
                                   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.

8,439,359 shares of Common Stock Outstanding as of October 26,
1998.
                                    
                                    
     "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,
1998  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 3, 1998 AND SEPTEMBER 27, 1997
                               (Unaudited)


                                          1998          1997

Net sales                                 $ 37,747,000  $ 39,814,000
  Cost of sales                             25,922,000    26,228,000
Gross profit                                11,825,000    13,586,000
  Selling and administrative expenses        9,461,000     9,717,000
Operating profit                             2,364,000     3,869,000
  Interest expense, net                        502,000       486,000
Income before income taxes                   1,862,000     3,383,000
  Provision for income taxes                   689,000     1,218,000
Net income                                $  1,173,000  $  2,165,000

Basic earnings per share of common stock
  (Note 2)                                $       0.14  $       0.24

Diluted earnings per share of common stock
  (Note 2)                                $       0.14  $       0.23

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 3, 1998 AND SEPTEMBER 27, 1997
                               (Unaudited)


                                          1998          1997

Net sales                                 $117,523,000  $118,387,000
  Cost of sales                             79,269,000    77,713,000
Gross profit                                38,254,000    40,674,000
  Selling and administrative expenses       28,894,000    28,814,000
Operating profit                             9,360,000    11,860,000
  Interest expense, net                      1,491,000     1,361,000
Income before income taxes                   7,869,000    10,499,000
  Provision for income taxes                 2,912,000     3,814,000
Net income                                $  4,957,000  $  6,685,000

Basic earnings per share of common stock
  (Note 2)                                $       0.57  $       0.73

Diluted earnings per share of common stock
  (Note 2)                                $       0.56  $       0.71

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 3, 1998 AND SEPTEMBER 27, 1997
                               (Unaudited)
                                 Note 3


                                           1998          1997

Net income                                 $  1,173,000  $  2,165,000
Other comprehensive income, net of tax:
  Foreign currency translation adjustment       319,000       (94,000)
Comprehensive income                       $  1,492,000  $  2,071,000

                                    



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 3, 1998 AND SEPTEMBER 27, 1997
                               (Unaudited)
                                 Note 3


                                           1998          1997

Net income                                 $  4,957,000  $  6,685,000
Other comprehensive income, net of tax:
  Foreign currency translation adjustment       241,000      (657,000)
Comprehensive income                       $  5,198,000  $  6,028,000

                                    



The accompanying notes are an integral part of these financial
statements.
                                    
                  BAIRNCO CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
               AS OF OCTOBER 3, 1998 AND DECEMBER 31, 1997
                                    
                                            (Unaudited)
                                                1998          1997
ASSETS
Current assets:
Cash and cash equivalents                       $    621,000  $  1,217,000
Accounts receivable, less allowances of
  $1,013,000 and $943,000, respectively           26,374,000    24,939,000
Inventories (Note 4)                              26,762,000    26,398,000
Deferred income taxes                              2,641,000     2,641,000
Other current assets                               2,057,000     2,748,000
       Total current assets                       58,455,000    57,943,000

Plant and equipment, at cost                      93,138,000    89,870,000
Less - Accumulated depreciation and amortization (53,486,000)  (49,957,000)
  Plant and equipment, net                        39,652,000    39,913,000
Cost in excess of net assets of purchased 
  businesses                                       7,791,000     7,607,000
Other assets                                       4,308,000     3,823,000
                                                $110,206,000  $109,286,000

LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt                                 $  5,847,000  $  3,018,000
Current maturities of long-term debt                      --         9,000
Accounts payable                                   8,984,000     8,661,000
Accrued expenses (Note 5)                          9,437,000    10,543,000
       Total current liabilities                  24,268,000    22,231,000

Long-term debt                                    27,255,000    27,291,000
Deferred income taxes                              4,066,000     4,098,000
Other liabilities                                  3,192,000     3,197,000
Stockholders' Investment:
  Preferred stock, par value $.01, 5,000,000 
   shares authorized, none issued                         --            --
  Common stock, par value $.01, 30,000,000 
   shares authorized, 11,175,224 and 
   11,160,774 shares issued, respectively            112,000       112,000
  Paid-in capital                                 49,105,000    49,030,000
  Retained earnings                               26,445,000    22,802,000
  Accumulated other comprehensive income 
   (Note 3)                                        1,813,000     1,572,000
  Treasury stock, at cost, 2,722,865 and 
   2,166,765 shares, respectively                (26,050,000)  (21,047,000)
       Total stockholders' investment             51,425,000    52,469,000
                                                $110,206,000  $109,286,000





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 3, 1998 AND SEPTEMBER 27, 1997
                               (Unaudited)
                                    
                                                   1998          1997
Cash Flows from Operating                           
Activities:
    Net income                                     $ 4,957,000  $ 6,685,000
    Adjustments to reconcile to net cash provided 
     by operating activities:  
      Depreciation and amortization                  5,073,000    5,025,000
      (Gain) on disposal of plant and equipment        (13,000)     (15,000)
      Deferred income taxes                            (32,000)     (14,000)
      Change in operating assets and liabilities:
       (Increase) in accounts receivable            (1,208,000)  (4,690,000)
       (Increase) in inventories                      (169,000)  (3,376,000)
       Decrease in other current assets                819,000      827,000
       Increase in accounts payable                    224,000    2,247,000
       (Decrease) in accrued expenses               (1,240,000)    (363,000)
    Other                                             (730,000)    (855,000)
      Net cash provided by operating activities      7,681,000    5,471,000
                                                    
Cash Flows from Investing Activities:
    Capital expenditures                            (4,777,000)  (7,050,000)
    Proceeds from collection on notes receivable            --    2,011,000
    Proceeds from sale of plant and equipment           83,000      141,000
      Net cash (used in) investing activities       (4,694,000)  (4,898,000)
                                                    
Cash Flows from Financing Activities:
    Net borrowings of external debt                  2,680,000    4,161,000
    Payment of dividends                            (1,307,000)  (1,379,000)
    Purchase of treasury stock                      (5,003,000)  (3,061,000)
    Exercise of stock options                           75,000        3,000
      Net cash (used in) financing activities       (3,555,000)    (276,000)
                                                    
Effect of foreign currency exchange rate changes 
  on cash and cash equivalents                         (28,000)     (31,000)
                                                    
Net (decrease) increase in cash and cash 
  equivalents                                         (596,000)     266,000
Cash and cash equivalents, beginning of period       1,217,000      855,000
Cash and cash equivalents, end of period           $   621,000  $ 1,121,000




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

                                    
                                    
                  BAIRNCO CORPORATION AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             OCTOBER 3, 1998
                               (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 3, 1998 are not necessarily indicative
of the results of operations for the full year.

Certain  reclassifications were made to prior  year  balances  in
order to conform to the current year presentation.


(2) Earnings per Common Share

The   Corporation  adopted  Statement  of  Financial   Accounting
Standards ("SFAS") No. 128 effective December 15, 1997, and as  a
result,  the Corporation's previously reported quarterly earnings
per common share for 1997 have been restated.  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  3,  1998  and
September 27, 1997 are included as Exhibit 11.1 and Exhibit 11.2,
respectively, to this Quarterly Report on Form 10-Q.


(3) Comprehensive Income

In  June  1997, the Financial Accounting Standards  Board  issued
Statement  of Financial Accounting Standards No. 130,  "Reporting
Comprehensive Income" ("SFAS 130"), which is effective for  years
beginning   after  December  15,  1997.   SFAS  130   established
standards  for reporting and displaying comprehensive income  and
its  components  in  a  full  set  of  general-purpose  financial
statements.    This  statement  requires  that   all   items   of
comprehensive  income  are  classified  by  their  nature  in   a
financial  statement and that the accumulated  balance  of  other
comprehensive  income  be  displayed  separately  from   retained
earnings and additional paid-in capital in the equity section  of
a  statement of financial position.  The comparative prior period
financial  statements have been reclassified to  conform  to  the
current period presentation.

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 3, 1998  and
December 31, 1997:

                                       1998           1997

  Raw materials and supplies       $ 5,450,000    $ 5,646,000
  Work in process                    6,623,000      6,402,000
  Finished goods                    14,689,000     14,350,000
    Total inventories              $26,762,000    $26,398,000


(5) Accrued Expenses

Accrued expenses consisted of the following as of October 3, 1998
and December 31, 1997:

                                       1998           1997

  Salaries and wages               $ 1,804,000    $ 2,353,000
  Income taxes                         633,000        139,000
  Insurance                          1,940,000      2,216,000
  Litigation                           984,000      1,461,000
  Other accrued expenses             4,076,000      4,374,000
    Total accrued expenses         $ 9,437,000    $10,543,000


(6) 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,
1997.

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 Third Quarter 1998 to Third Quarter 1997

The  results  for the third quarter 1998 were generally  in  line
with expectations given the adverse economic events that began in
the  second  quarter.   The downturn in the  Asian  and  emerging
markets  and the strong U.S. dollar continue to depress a  number
of  the  Corporation's  domestic and international  markets.  The
decline  seems  to  be  over but there is little  evidence  of  a
recovery in the markets affected.

Sales  in the third quarter 1998 were $37,747,000, a decrease  of
5.2%   from  $39,814,000  in  1997.  Arlon  third  quarter  sales
decreased  8.5% over prior year.  The decrease in the electronics
and  electrical  markets and the impact  of  the  General  Motors
strike  more  than  offset the modest gains in the  graphics  and
general industrial markets.  The soft industrial markets combined
with  the strong U.S. dollar and the Asian economic problems  all
served  to  intensify  pricing pressures  in  both  domestic  and
industrial   markets.   Kasco  sales  increased  2.9%  reflecting
improved sales at Kasco's European divisions.

Gross profit decreased 13.0% to $11,825,000 from $13,586,000 as a
result  of the decreased sales and the continuing price pressures
in  the  electronics  and  electrical industries  and  in  export
markets.  The gross profit margin as a percent of sales decreased
from 34.1% in 1997 to 31.3% in 1998.

Selling  and administrative expenses decreased 2.6% to $9,461,000
from   $9,717,000.    As  a  percent  of   sales,   selling   and
administrative expenses increased from 24.4% to 25.1%.   Interest
expense increased to $502,000 in 1998 as compared to $486,000  in
1997 due primarily to higher average borrowings.

The  effective  tax rate for the third quarter of  1998  was  37%
versus  36%  for 1997.  The provision for income  taxes  in  both
periods includes all applicable federal, state, local and foreign
income taxes.

Net   income  decreased  45.8%  to  $1,173,000  as  compared   to
$2,165,000  in the third quarter of 1997.  Diluted  earnings  per
common share decreased 39.1% to $.14 from $.23 as a result of the
reduced net income.

Comparison of First Nine Months 1998 to First Nine Months 1997

Due  to the weak second and third quarter results, sales for  the
first  nine  months  of 1998 were down 0.7% to $117,523,000  from
$118,387,000 in 1997.

Gross profit decreased $2,420,000 or 5.9% from $40,674,000 in the
first  nine months of 1997. The gross profit margin as a  percent
of  sales  decreased  from  34.4% to 32.6%.   The  profit  margin
declines  are  primarily attributable to the  reduced  sales  and
price  pressures resulting from the impact of the Asian  economic
crisis during the second and third quarters.

Selling   and  administrative  expenses  increased   $80,000   to
$28,894,000.   As a percent of sales, selling and  administrative
expenses increased to 24.6% from 24.3%.

Interest expense increased $130,000 as compared to the first nine
months of 1997.  This increase was primarily the result of higher
average borrowings.

The  effective tax rate for the first nine months of 1998 was 37%
versus  36.3%  in 1997.  The provision for income taxes  in  both
periods includes all applicable federal, state, local and foreign
income taxes.

Net  income  decreased 25.8% to $4,957,000  from  $6,685,000  and
diluted  earnings per common share decreased 21.1% to  $.56  from
$.71.


Liquidity and Capital Resources

At  October 3, 1998, Bairnco had working capital of $34.2 million
compared to $35.7 million at December 31, 1997.  The increase  in
accounts  receivable relates primarily to the increase in  export
business  which has longer payment terms.  Inventories  are  down
approximately  $1.3  million from the end of the  second  quarter
consistent  with  programs initiated in  the  second  quarter  to
reduce  these inventories during the remainder of 1998.   Accrued
expenses  are down from December 31, 1997 primarily due  to  1997
accrued bonuses that were paid out during the first quarter  1998
and   payments  to  our  attorneys  for  defending  the  asbestos
litigation.

During  the first quarter 1998, 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 third quarter Bairnco repurchased 199,500  shares  of
its  common stock at a total cost of $1.3 million.  Total  shares
repurchased during the first nine months of 1998 were 559,100.

At   October  3,  1998,  Bairnco's  total  debt  outstanding  was
$33,102,000  compared to $30,318,000 at the end  of  1997.   This
increase was primarily due to the stock repurchases.  At  October
3,  1998  approximately $15.8 million was available for borrowing
under   the  Corporation's  secured  reducing  revolving   credit
agreement,  as amended.  In addition, approximately $2.6  million
was  available  under  various short-term  domestic  and  foreign
uncommitted credit facilities.

Bairnco  made  approximately $1.5 million of capital expenditures
during  the  third  quarter of 1998 bringing  the  total  capital
expenditures  for 1998 to $4,777,000.  Total capital expenditures
for 1998 are expected to approximate $7 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
1998.

Year 2000 Compliance

As  stated  in  Bairnco's 1997 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  estimated  cost  of  achieving  Year   2000
compliance   remains  at  approximately  $250,000  and   includes
software  and installation costs to be incurred during  1998  and
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.

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 by next year.

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.

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 information technology ("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 has not developed a contingency  plan
but  intends  to determine whether to develop such a plan  during
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
October 3, 1998.

Outlook

We  believe the decline in the electronics and electrical markets
has  abated  but  there is no evidence of a meaningful  recovery.
Other  general  industrial markets have shown some softness.  New
products  and penetration of new markets have partially mitigated
the   negative  impact.   We  continue  to  reduce  costs   while
maintaining  the  engineering, research, and sales  resources  to
develop new products and markets and to focus on continuous  cost
improvements.   These actions will partially offset  the  ongoing
negative   impact  of  weak  markets.   New  products   and   the
penetration of new markets will continue at Arlon.  However,  the
operating results for the fourth quarter of 1998 are expected  to
be below 1997 results.

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


PART II - OTHER INFORMATION

Item 1:  LEGAL PROCEEDINGS

Bairnco  has  been named as a defendant in a number  of  personal
injury  and  wrongful death cases in which  it  is  alleged  that
Bairnco  is  derivatively liable for the asbestos-related  claims
against  its former subsidiary, Keene Corporation ("Keene").   On
December 6, 1993, Keene filed for protection under Chapter 11  of
the  Bankruptcy  Code.   On June 8, 1995,  the  Keene  Creditors'
Committee  commenced an adversary proceeding  in  the  Bankruptcy
Court  against Bairnco, its subsidiaries, certain of its  present
and  former officers and directors, and others alleging that  the
transfer  of  assets for value by Keene to other subsidiaries  of
Bairnco,  and  the  spin-offs of certain  other  subsidiaries  by
Bairnco, were fraudulent and otherwise violative of state law (the
"Transactions Lawsuit") and seeking compensatory damages of  $700
million,  plus interest and punitive damages.  The  complaint  in
the Transactions Lawsuit also includes a count under the civil RICO
statute,  18  U.S.C. Section 1964, pursuant to which compensatory
damages are trebled.

Bairnco  also  is  the defendant in a separate action  originally
brought  by Keene in the United States Bankruptcy Court  for  the
Southern District of New York in which Keene sought the exclusive
benefit of tax refunds attributable to the carryback by Keene  of
certain  net  operating  losses ("NOL Refunds"),  notwithstanding
certain  provisions of tax sharing agreements between  Keene  and
Bairnco  (the  "NOL Lawsuit").  (After filing  the  NOL  Lawsuit,
Keene  ceded  control of the action to the Creditors' Committee.)
Pending  resolution  of  the NOL Lawsuit,  any  refunds  actually
received  are  to be placed in escrow.  Through  April  4,  1998,
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.

Keene's  plan of reorganization was approved and became effective
on  July  31,  1996.  The plan, as approved, creates a  Creditors
Trust  that has succeeded to all of Keene's asbestos liabilities,
and  also  has  succeeded  to the right  to  prosecute  both  the
Transactions Lawsuit and the NOL Lawsuit. The plan also  includes
a  permanent injunction under which only the Creditors Trust, and
no  other  entity, can sue Bairnco in connection with the  claims
asserted in these lawsuits.

By  order  entered April 10, 1997, the Transactions  Lawsuit  was
transferred  from  the  Bankruptcy Court  to  the  United  States
District  Court for the Southern District of New York,  where  it
will  be  litigated.  Bairnco  and  other
defendants filed motions to dismiss the complaint for failure  to
state  a  claim  as well as motions for summary judgment  on  the
grounds  that  the complaint is time-barred.  
On February 6, 1998, the court  issued  an
opinion granting the motions to dismiss of four of the defendants
in  the Transactions Lawsuit.  On October 13, 1998, the court issued 
an opinion denying the summary judgment motions brought by Bairnco
and certain other defendants on statute of limitations grounds.
In the same opinion, the court granted the motions to dismiss brought
by Bairnco and certain other defendants, to the extent of dismissing 
plaintiffs' claims under the RICO statute, and denied the motions to the
extent of permitting plaintiffs' claims under state law to go forward.
Defendant Kaydon Corporation has made a motion, in which Bairnco will 
join, for reconsideration by the district court, or certification of an 
interlocutory appeal, of the portion of the opinion denying the statute of 
limitations motion.  The court has reserved decision on the remaining
motions to dismiss or for summary judgment, which were brought by individual
defendants.  There can be no assurance that the remaining  motions will 
result in dismissal of any part of the Transactions Lawsuit.

On  January 6, 1998, the Creditors Trust filed a motion, to which
Bairnco  consented, to have the NOL Lawsuit transferred from  the
Bankruptcy Court to the District Court.  That motion is pending.

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 3, 1998.

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

         None

Item 5:  OTHER INFORMATION

         None.

Item 6(a):  EXHIBITS

         Exhibit 4 - Amendment  dated  as of October 13, 1998  to  
         Amended  and Restated  Credit Agreement dated as of December 17,
         1992, by   and   among  Bairnco  Corporation  and   certain of
         subsidiaries  and certain Commercial Lending  Institutions
         and  Bank of America, Illinois (formerly Continental  Bank
         N.A.),  as  the  Agent for Lenders, which is  incorporated
         herein  by  reference to Exhibit 3.1 to  Bairnco's  Annual
         Report  on  Form 10-K for fiscal year ended  December  31,
         1992.

         Exhibit 11.1 - Calculation of Basic and Diluted Earnings per
         Share for the Quarters ended October 3, 1998 and September 27,
         1997.

         Exhibit 11.2 - Calculation  of Basic and Diluted Earnings per
         Share for the  Nine  Months ended October 3, 1998 and September 27,
         1997.








                               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:  October 30, 1998

















                                EXHIBITS
                                    
                              TO FORM 10-Q
                                    
                            FOR QUARTER ENDED
                                    
                             October 3, 1998