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 March 29, 1997               
                                  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.

9,258,734 shares of Common Stock Outstanding as of April 25, 1997.
                                                



"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, 1997 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, the costs and other effects 
of complying with environmental regulatory requirements, 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 MARCH 29, 1997 AND MARCH 30, 1996
(Unaudited)

<CAPTION>
                                           1997             1996       
<S>                                        <C>              <C> 
Net sales                                  $ 37,445,000	    $ 38,094,000
  Cost of sales                              24,465,000	      24,656,000
Gross profit                                 12,980,000       13,438,000
  Selling and administrative expenses         9,116,000	       9,621,000
Operating profit                              3,864,000	       3,817,000
  Interest expense, net                         415,000	         415,000
Income before income taxes                    3,449,000	       3,402,000
  Provision for income taxes                  1,276,000        1,293,000 
Net Income                                 $  2,173,000     $  2,109,000

Primary and fully diluted earnings 
  per share of common stock (Note 2)       $       0.23     $       0.21

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 CONDENSED BALANCE SHEETS
AS OF MARCH 29, 1997 AND DECEMBER 31, 1996
<CAPTION>
                                              (Unaudited)
                                              1997            1996        
<S>                                           <C>             <C>
ASSETS
Current assets:		
Cash and cash equivalents                     $    618,000    $    855,000
Accounts receivable, less allowances of
  $892,000 and $822,000, respectively           24,233,000      21,476,000
Inventories (Note 3)                            24,974,000      23,499,000
Deferred income taxes                            2,922,000       2,922,000
Other current assets                             2,394,000       3,748,000
  Total current assets                          55,141,000      52,500,000 

Plant and equipment, at cost                    84,946,000      84,531,000 
Less - Accumulated depreciation and 
  amortization                                 (47,203,000)    (46,255,000)
    Plant and equipment, net                    37,743,000      38,276,000
Cost in excess of net assets of purchased 
  businesses                                     7,792,000       7,922,000
Other assets                                     3,867,000       3,902,000
                                              $104,543,000    $102,600,000

LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt                               $  4,927,000    $  3,337,000
Current maturities of long-term debt                81,000         125,000
Accounts payable                                 9,369,000       7,383,000
Accrued expenses (Note 4)                       10,321,000      11,314,000
  Total current liabilities                     24,698,000      22,159,000

Long-term debt                                  23,529,000      24,717,000
Deferred income taxes                            3,104,000       3,114,000
Other liabilities                                3,119,000       3,146,000
Stockholders' Investment:	
  Preferred stock, par value $.01, 5,000,000 
    shares authorized, none issued                     --	             --
  Common stock, par value $.01, 30,000,000 
    shares authorized, 11,155,499 shares 
    issued                                         112,000         112,000
  Paid-in capital                               49,004,000      49,004,000
  Retained earnings                             17,556,000      15,858,000
  Currency translation adjustment                1,814,000       2,282,000
  Treasury stock, at cost, 1,823,765 and 
    1,741,965 shares, respectively             (18,393,000)    (17,792,000)
      Total stockholders' investment            50,093,000      49,464,000
                                              $104,543,000    $102,600,000

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 QUARTERS ENDED MARCH 29, 1997 AND MARCH 30, 1996
(Unaudited)

<CAPTION>
                                            1997           1996
<S>                                         <C>            <C>  
Cash Flows from Operating Activities:
  Net Income                                $  2,173,000  $  2,109,000  
  Adjustment to reconcile to net cash 
   provided by operating activities:
    Depreciation and amortization              1,672,000     1,701,000  
    Loss (gain) on disposal of plant and 
     equipment                                     2,000        (2,000) 
    Deferred income taxes                        (10,000)       (1,000)
    Change in operating assets and 
     liabilities:
      (Increase) in accounts receivable       (2,757,000)   (2,276,000)
      (Increase) in inventories               (1,475,000)     (330,000)
      Decrease (increase) in other current 
       assets                                  1,354,000      (234,000) 
      Increase (decrease) in accounts 
       payable                                 1,986,000      (286,000)
      (Decrease) increase in accrued 
       expenses                                 (993,000)      686,000  
    Other                                          7,000       259,000  
Net cash provided by operating activities      1,959,000     1,626,000  

Cash Flows from Investing Activities:
  Capital Expenditures                        (1,589,000)   (2,847,000)
  Proceeds from collection on notes 
   receivable                                    307,000        82,000  
  Proceeds from sales of plant and 
   equipment                                         --         19,000  
Net cash (used in) investing activities       (1,282,000)   (2,746,000)

Cash Flows from Financing Activities:
  Net borrowings of external debt                483,000     3,892,000  
  Payment of dividends                          (471,000)     (487,000)
  Purchase of treasury stock                    (601,000)   (2,454,000)
  Exercise of stock options                          --        302,000  
Net cash (used in) provided by financing 
  activities                                    (589,000)    1,253,000  

Effect of foreign currency exchange 
  rate changes on cash and cash 
  equivalents                                   (325,000)      301,000  

Net (decrease) increase in cash and 
  cash equivalents                              (237,000)      434,000  

Cash and cash equivalents, 
  beginning of period                            855,000       608,000  
Cash and cash equivalents, 
  end of period                             $    618,000  $  1,042,000  



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


BAIRNCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 29, 1997
(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 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 March 29, 1997, 
are not necessarily indicative of the results of operations for the full year.  


(2)	Earnings per Common Share

Earnings per common share are based on the weighted average number of shares 
outstanding, adjusted for the dilutive effect of stock options, which is the 
same on both a primary and fully-diluted basis.  
 
                                       First Quarter
                                   1997            1996
    Primary                      9,535,000      10,069,000
    Fully Diluted                9,535,000      10,069,000

Statements regarding the computation of earnings per share for the quarters 
ended March 29, 1997 and March 30, 1996 are included as Exhibit 11 to this 
Quarterly Report on Form 10-Q.

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128"). 
SFAS 128 establishes new standards for computing and presenting earnings per 
share ("EPS").  Specifically, SFAS 128 replaces the presentation of primary 
EPS with a presentation of basic EPS, requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex 
capital structures and requires a reconciliation of the numerator and 
denominator of the basic EPS computation to the numerator and denominator of 
the diluted EPS computation.  SFAS 128 is effective for financial statements 
issued for periods ending after December 15, 1997; earlier application is not 
permitted.  EPS for the quarters ended March 29, 1997 and March 30, 1996 
computed under SFAS 128 would not be different than that previously computed.



(3)	Inventories

Inventories consisted of the following as of March 29, 1997 and December 31, 
1996:

                                       1997              1996       

 Raw materials and supplies      $   5,169,000     $   4,733,000
 Work in process                     6,546,000         5,999,000
 Finished goods                     13,259,000        12,767,000
       Total inventories         $  24,974,000     $  23,499,000


(4)	Accrued Expenses

Accrued expenses consisted of the following as of March 29, 1997 and December 
31, 1996:

                                       1997               1996       

 Salaries and wages              $   1,658,000      $   2,708,000
 Income taxes                        1,045,000            245,000
 Insurance                           2,063,000          2,648,000
 Litigation                          1,754,000          1,654,000
 Other accrued expenses              3,801,000          4,059,000
       Total accrued expenses    $  10,321,000      $  11,314,000


(5)	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, 1996.
 
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 a common technology in coating, laminating 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, and on site maintenance services 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 1997 to First Quarter 1996

Sales in the first quarter 1997 were $37,445,000, a decrease of 1.7% from 
$38,094,000 in 1996.  The decrease in the first quarter sales was primarily 
attributable to a 7.2% decline in Kasco sales resulting from the product line 
pruning during 1996 and the negative impact of currency translation rates on 
sales of Kasco's French and German operations.  Arlon sales increased 0.9% as 
the growing graphics and electrical insulation markets offset the decline in 
sales to the telecommunication markets as compared to last year's strong 
first quarter.

Gross profit decreased 3.4% to $12,980,000 from $13,438,000 primarily due to 
reduced sales and lower yields at plants serving the telecommunications and 
semiconductor markets.  The gross profit margin as a percent of sales 
decreased from 35.3% to 34.7%.

Selling and administrative expenses decreased 5.2% to $9,116,000 from 
$9,621,000 primarily as a result of the ongoing impact of programs to make 
Kasco a more cost effective enterprise.  As a percent of sales, selling and 
administrative expenses were reduced to 24.3% from 25.3%.

Interest expense was $415,000 in both 1997 and 1996 as lower average interest 
rates offset higher average borrowings in the first quarter 1997 versus 1996.

The effective tax rate for the first quarter of 1997 was 37% versus 38% for 
the first quarter of 1996.  The provision for income taxes in both periods 
includes all applicable federal, state, local and foreign income taxes.

Net income increased 3.0% to $2,173,000 as compared to $2,109,000 in the 
first quarter of 1996.  Earnings per share increased 9.5% to $.23 from $.21 
as a result of the increased net income and the reduced number of shares 
outstanding.


Liquidity and Capital Resources

At March 29, 1997, Bairnco had working capital of $30.4 million compared to 
$30.3 million at December 31, 1996.  The increase in accounts receivable 
relates primarily to strong sales in the latter half of the first quarter 
1997 versus that of the fourth quarter 1996.  Other current assets decreased 
as a result of the anticipated tax refund received during the first quarter 
1997.  The increase in accounts payable results from the corresponding 
increase in inventories which are being built in anticipation of increased 
sales during the second quarter.

During the first quarter 1997 the Board of Directors authorized an additional 
$5 million to be available for the ongoing repurchase of Bairnco's common 
stock from time to time in the open market subject to market conditions and 
the ongoing capital requirements of the Corporation.  Bairnco repurchased 
81,800 shares of the Corporation's common stock at a total cost of $601,000
during the first quarter 1997.  

At March 29, 1997, Bairnco's total debt outstanding was $28,537,000 compared 
to $28,179,000 at the end of 1996.  This increase was primarily due to the 
stock repurchases.  At March 29, 1997 approximately $24.5 million was 
available for borrowing under the Corporation's secured reducing revolving 
credit agreement, as amended.  In addition, approximately $3.9 million was 
available under various short-term domestic and foreign uncommitted credit 
facilities.  

Bairnco made approximately $1.6 million of capital expenditures during the 
first quarter of 1997.  Total capital expenditures in 1997 are expected to be 
approximately $13.3 million of which approximately $4.0 million are 
contingent upon realization of the anticipated sales growth in several 
markets.

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 1997.


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 March 29, 1997.




Outlook

Management is not aware of any adverse trends that would materially affect 
the Corporation's strong financial position.  It is expected that 1997 will 
be another year of continued improvement.





PART II - OTHER INFORMATION


Item 1:	LEGAL PROCEEDINGS


Since its announcement in January 1990 of its intention to spin off Keene, 
Bairnco has been named as a defendant in a number of individual personal 
injury and wrongful death cases in which it is alleged that Bairnco is 
derivatively liable for the asbestos-related claims against Keene.  On 
December 6, 1993, Keene filed for protection under Chapter 11 of the 
Bankruptcy Code.  On June 8, 1995, the Creditors' Committee commenced an 
adversary proceeding in the Bankruptcy Court against Bairnco, 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 subsidiaries by Bairnco, were fraudulent and 
otherwise violative of law and seeking compensatory damages of $700 million, 
plus interest and punitive damages (the "Transactions Lawsuit").  The 
complaint in the Transactions Lawsuit includes a count under the civil RICO 
statute, 18 U.S.C. Section 1964, pursuant to which any compensatory damages 
are trebled.

Bairnco is party to a separate action brought by Keene in the United States 
Bankruptcy Court for the Southern District of New York in which Keene seeks 
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 March 29, 
1997, 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 
the Transactions Lawsuit.  

By order entered April 10, 1997, the United States District Court for the 
Southern District of New York withdrew the reference with respect to the 
Transactions Lawsuit, that is, they transferred the case from the Bankruptcy 
Court to the District Court where it will be litigated.  Responses to the 
complaint are to be filed on a schedule to be set by the District Court.

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 
March 29, 1997.


Item 2:	OTHER INFORMATION

None.


Item 3:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of Bairnco was held in Maitland, Florida 
on April 18, 1997.  Stockholders ratified management's selection of Arthur 
Andersen LLP as auditors for Bairnco for the 1997 fiscal year, approved the 
amendment to Bairnco's 1990 Stock Incentive Plan and elected all nominees to 
the Board of Directors.


Item 4:	EXHIBITS

Exhibit 4:	 Amendment to the Bairnco Corporation 1990 Stock Incentive Plan.

Exhibit 11:	Calculation of Primary and Fully Diluted Earnings per Share for 
            the Quarters ended March 29, 1997 and March 30, 1996.


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 9, 1997





EXHIBITS 
TO FORM 10-Q
FOR QUARTER ENDED
March 29, 1997