SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


      This  Agreement,  dated  as  of  December  31,  1998  (this
"Amendment") is entered into by and among BAIRNCO CORPORATION,  a
Delaware  corporation ("Bairnco"), certain  of  its  Subsidiaries
party  to  the Credit Agreement referred to below (together  with
Bairnco,  hereinafter referred to collectively as the "Borrowers"
and   individually  as  a  "Borrower"),  the  several   financial
institutions   parties  to  this  Amendment  (collectively,   the
"Lenders";  individually,  a  "Lender"),  and  BANK  OF   AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the  Lenders
(in such capacity, the "Agent").

                            RECITALS

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

      The Borrowers have requested that the Lenders and the Agent
amend  the Credit Agreement in certain respects, and the  Lenders
and  the  Agent  have  agreed to do so, all upon  the  terms  and
provisions  and subject to the conditions hereinafter set  forth,
including,  without  limitation, payment  of  the  amendment  fee
referred to in Section III below.

                           AGREEMENT

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

I.   AMENDMENTS

     A.   Amendments of Section 1.1 (Defined Terms).  Section 1.1
of the Credit Agreement is hereby amended by:

           1.    Deleting therefrom the definition of "Applicable
     Euro  Rate Margin" in its entirety and substituting therefor
     the following:

                    "'Applicable Euro Rate Margin' shall mean:

                           (a)    0.750%  for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter  was  less  than 35%, and (ii)  ending  on  the
          earlier  of  (A)  the fifth day following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          the  next  Fiscal  Quarter, or (B) the  date  on  which
          Bairnco  fails to deliver to the Agent such  Compliance
          Certificate  for  the next Fiscal Quarter  as  required
          under Section 7.1.1(c);

                           (b)    .875%   for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter was 35% or greater but less than 45%, and  (ii)
          ending  on  the earlier of (A) the fifth day  following
          delivery  by  Bairnco to the Agent  of  the  Compliance
          Certificate  for the next Fiscal Quarter,  or  (B)  the
          date  on  which Bairnco fails to deliver to  the  Agent
          such Compliance Certificate for the next Fiscal Quarter
          as required under Section 7.1.1(c);

                           (c)   1.125%  for  each   period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter was 45% or greater but less than 55%, and  (ii)
          ending  on  the earlier of (A) the fifth day  following
          delivery  by  Bairnco to the Agent  of  the  Compliance
          Certificate  for the next Fiscal Quarter,  or  (B)  the
          date  on  which Bairnco fails to deliver to  the  Agent
          such Compliance Certificate for the next Fiscal Quarter
          as required under Section 7.1.1(c); and

                           (d)   1.250%  for  each   period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter  was  55% or greater, and (ii)  ending  on  the
          earlier  of  (A)  the fifth day following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          the  next  Fiscal  Quarter, or (B) the  date  on  which
          Bairnco  fails to deliver to the Agent such  Compliance
          Certificate  for  the next Fiscal Quarter  as  required
          under Section 7.1.1(c).

           2.    Deleting therefrom the definition of "Applicable
     Reference  Rate  Margin"  in its entirety  and  substituting
     therefor the following:

                     "'Applicable  Reference Rate  Margin'  shall
          mean:

                           (a)    0.000%  for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter  was  less  than 35%, and (ii)  ending  on  the
          earlier  of  (A)  the fifth day following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          the  next  Fiscal  Quarter, or (B) the  date  on  which
          Bairnco  fails to deliver to the Agent such  Compliance
          Certificate  for  the next Fiscal Quarter  as  required
          under Section 7.1.1(c);

                           (b)    .125%   for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter was 35% or greater but less than 45%, and  (ii)
          ending  on  the earlier of (A) the fifth day  following
          delivery  by  Bairnco to the Agent  of  the  Compliance
          Certificate  for the next Fiscal Quarter,  or  (B)  the
          date  on  which Bairnco fails to deliver to  the  Agent
          such Compliance Certificate for the next Fiscal Quarter
          as required under Section 7.1.1(c);

                           (c)    .375%   for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter was 45% or greater but less than 55%, and  (ii)
          ending  on  the earlier of (A) the fifth day  following
          delivery  by  Bairnco to the Agent  of  the  Compliance
          Certificate  for the next Fiscal Quarter,  or  (B)  the
          date  on  which Bairnco fails to deliver to  the  Agent
          such Compliance Certificate for the next Fiscal Quarter
          as required under Section 7.1.1(c);


                           (c)    0.50%   for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter  was  55% or greater, and (ii)  ending  on  the
          earlier  of  (A)  the fifth day following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          the  next  Fiscal  Quarter, or (B) the  date  on  which
          Bairnco  fails to deliver to the Agent such  Compliance
          Certificate  for  the next Fiscal Quarter  as  required
          under Section 7.1.1(c);

           3.    Deleting therefrom the definition of "Arlon Loan
     Commitment Amount" in its entirety and substituting therefor
     the following:

                     "'Arlon Loan Commitment Amount' shall  mean,
          at  any  date $24,000,000 as such amount may be reduced
          from time to time pursuant to Section 2.2.";

           4.   Deleting therefrom the definition of "Bairnco  LC
     Commitment Amount" in its entirety and substituting therefor
     the following:

                     "'Bairnco LC Commitment Amount' shall  mean,
          at  any  date $7,000,000 as such amount may be  reduced
          from time to time pursuant to Section 2.2.";


          5.   Deleting therefrom the definition of "Bairnco Loan
     Commitment Amount" in its entirety and substituting therefor
     the following:

                     "'  Bairnco  Loan Commitment  Amount'  shall
          mean,  at  any date $13,000,000 as such amount  may  be
          reduced from time to time pursuant to Section 2.2.";



           4.    Deleting  from  the  definition  of  "Commitment
     Termination   Date"  the  date  "December  31,   2001"   and
     substituting therefor the date "December 31, 2003";

      B.    Amendment  of Section 2.2.2 (Reduction of  Commitment
Amounts; Mandatory--All Loans and Specific Loans).  Section 2.2.2
of  the  Credit  Agreement  is hereby amended  by  deleting  such
Section in its entirety and substituting therefor the following:

          "SECTION 2.2.2 Mandatory--All Loans and Specific Loans.

                (a)   As of the end of business on each date  set
     forth  below,  the  Maximum  Loan Commitment  Amount  shall,
     without any further action, automatically and permanently be
     reduced by the amount set forth opposite such date:

                    Date                  Amount
               December 31, 2000        $ 5,000,000
               December 31, 2001        $ 5,000,000
               December 31, 2002        $ 5,000,000

     provided, however, that on the Commitment Termination  Date,
     the Maximum Loan Commitment Amount shall be zero.

                (b)  In order to implement the reductions in  the
     Maximum  Loan Commitment Amount contemplated by  (a)  above,
     automatic  and  permanent  reductions  shall,  without   any
     further  action,  be  made  to the Bairnco  Loan  Commitment
     Amount,  the  Arlon  Loan Commitment Amount  and  the  Kasco
     Dollar Loan Commitment Amount, as follows:

                     (i)   As of the end of business on each date
          set  forth  below,  the Bairnco Loan Commitment  Amount
          shall,  without  any further action, automatically  and
          permanently be reduced by the amount set forth opposite
          such date:

                    Date                  Amount
               December 31, 2001        $2,000,000
               December 31, 2002        $2,000,000

                     (ii) As of the end of business on each  date
          set  forth  below,  the  Arlon Loan  Commitment  Amount
          shall,  without  any further action, automatically  and
          permanently be reduced by the amount set forth opposite
          such date:

                    Date                  Amount
               December 31, 2000        $5,000,000
               December 31, 2001        $2,000,000
               December 31, 2002        $2,000,000

                     (iii)          As of the end of business  on
          each  date  set  forth  below, the  Kasco  Dollar  Loan
          Commitment  Amount shall, without any  further  action,
          automatically and permanently be reduced by the  amount
          set forth opposite such date:

                    Date                  Amount
               December 31, 2001        $1,000,000
               December 31, 2002        $1,000,000

      C.    Amendment  of Section 2.2.4 (Transfer  of  Commitment
Amounts).  Section  2.2.4(b) is hereby amended  by  deleting  the
amount  "$10,000,000"  and substituting the  amount  "$7,000,000"
therefor.

      D.    Amendment of Section 3.3.1 (Commitment Fee).  Section
3.3.1 of the Credit Agreement is hereby amended by deleting  such
Section in its entirety and substituting therefor the following:

          The Borrowers jointly and severally agree to pay to the
     Agent  for  the  account  of  the  Lenders  for  the  period
     (including  any portion thereof when any of its  Commitments
     are  suspended  by  reason  of the Borrowers'  inability  to
     satisfy  any  condition  of Article  V)  commencing  on  the
     Effective  Date and continuing through the final  Commitment
     Termination Date, a commitment fee on each Lender's share of
     the  sum  of  the average daily unused portion  of  (x)  the
     Maximum  Loan  Commitment Amount  and  (y)  the  Bairnco  LC
     Commitment Amount at a rate equal to:

                        (a)       0.200%  for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter  was  less  than 35%, and (ii)  ending  on  the
          earlier  of  (A)  the fifth day following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          the  next  Fiscal  Quarter, or (B) the  date  on  which
          Bairnco  fails to deliver to the Agent such  Compliance
          Certificate  for  the next Fiscal Quarter  as  required
          under Section 7.1.1(c);

                        (b)       .225%   for  each  period   (i)
          commencing  on  the  fifth day  following  delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          any  Fiscal  Quarter  required under  Section  7.1.1(c)
          showing that the Debt to Capital Ratio for such  Fiscal
          Quarter was 35% or greater but less than 45%, and  (ii)
          ending  on  the earlier of (A) the fifth day  following
          delivery  by  Bairnco to the Agent  of  the  Compliance
          Certificate  for the next Fiscal Quarter,  or  (B)  the
          date  on  which Bairnco fails to deliver to  the  Agent
          such Compliance Certificate for the next Fiscal Quarter
          as required under Section 7.1.1(c);

                      (c) .250% for each period (i) commencing on
          the  fifth  day  following delivery by Bairnco  to  the
          Agent  of  the  Compliance Certificate for  any  Fiscal
          Quarter  required under Section 7.1.1(c)  showing  that
          the  Debt to Capital Ratio for such Fiscal Quarter  was
          45%  or  greater but less than 55%, and (ii) ending  on
          the earlier of (A) the fifth day following delivery  by
          Bairnco to the Agent of the Compliance Certificate  for
          the  next  Fiscal  Quarter, or (B) the  date  on  which
          Bairnco  fails to deliver to the Agent such  Compliance
          Certificate  for  the next Fiscal Quarter  as  required
          under Section 7.1.1(c); and

                      (d) .325% for each period (i) commencing on
          the  fifth  day  following delivery by Bairnco  to  the
          Agent  of  the  Compliance Certificate for  any  Fiscal
          Quarter  required under Section 7.1.1(c)  showing  that
          the  Debt to Capital Ratio for such Fiscal Quarter  was
          55%  or greater, and (ii) ending on the earlier of  (A)
          the  fifth  day  following delivery by Bairnco  to  the
          Agent of the Compliance Certificate for the next Fiscal
          Quarter,  or  (B)  the date on which Bairnco  fails  to
          deliver  to  the Agent such Compliance Certificate  for
          the  next  Fiscal  Quarter as  required  under  Section
          7.1.1(c).

          Such commitment fees shall be payable by such Borrowers
     in  arrears on each Quarterly Payment Date, commencing  with
     the first such day following the Effective Date, and on each
     Commitment  Termination  Date.  As among  the  Lenders,  the
     allocable  amount  of  the commitment fee  payable  to  each
     Lender shall be computed giving effect to the fact that only
     Bank  of  America  (and  no other Lender)  is  obligated  to
     provide Loans in respect of the Foreign Loan Commitment  and
     the Foreign Dollar Loan Commitment.

      E.    Amendment  of Section 3.3.2 (Letter of Credit  Fees).
Section 3.3.2 is hereby amended by deleting therefrom clauses (a)
through  (d)  of  the  second sentence thereof  and  substituting
therefor the following:

                (a)  0.750% for each period (i) commencing on the
     fifth day following delivery by Bairnco to the Agent of  the
     Compliance Certificate for any Fiscal Quarter required under
     Section 7.1.1(c) showing that the Debt to Capital Ratio  for
     such  Fiscal Quarter was less than 35%, and (ii)  ending  on
     the  earlier  of  (A)  the fifth day following  delivery  by
     Bairnco  to the Agent of the Compliance Certificate for  the
     next  Fiscal Quarter, or (B) the date on which Bairnco fails
     to  deliver to the Agent such Compliance Certificate for the
     next Fiscal Quarter as required under Section 7.1.1(c);

                (b)  .875% for each period (i) commencing on  the
     fifth day following delivery by Bairnco to the Agent of  the
     Compliance Certificate for any Fiscal Quarter required under
     Section 7.1.1(c) showing that the Debt to Capital Ratio  for
     such  Fiscal Quarter was 35% or greater but less  than  45%,
     and  (ii)  ending  on  the earlier  of  (A)  the  fifth  day
     following delivery by Bairnco to the Agent of the Compliance
     Certificate for the next Fiscal Quarter, or (B) the date  on
     which  Bairnco fails to deliver to the Agent such Compliance
     Certificate  for the next Fiscal Quarter as  required  under
     Section 7.1.1(c);

                (c) 1.125% for each period (i) commencing on  the
     fifth day following delivery by Bairnco to the Agent of  the
     Compliance Certificate for any Fiscal Quarter required under
     Section 7.1.1(c) showing that the Debt to Capital Ratio  for
     such  Fiscal Quarter was 45% or greater but less  than  55%,
     and  (ii)  ending  on  the earlier  of  (A)  the  fifth  day
     following delivery by Bairnco to the Agent of the Compliance
     Certificate for the next Fiscal Quarter, or (B) the date  on
     which  Bairnco fails to deliver to the Agent such Compliance
     Certificate  for the next Fiscal Quarter as  required  under
     Section 7.1.1(c); and

                (d) 1.250% for each period (i) commencing on  the
     fifth day following delivery by Bairnco to the Agent of  the
     Compliance Certificate for any Fiscal Quarter required under
     Section 7.1.1(c) showing that the Debt to Capital Ratio  for
     such  Fiscal Quarter was 55% or greater, and (ii) ending  on
     the  earlier  of  (A)  the fifth day following  delivery  by
     Bairnco  to the Agent of the Compliance Certificate for  the
     next  Fiscal Quarter, or (B) the date on which Bairnco fails
     to  deliver to the Agent such Compliance Certificate for the
     next Fiscal Quarter as required under Section 7.1.1(c).

      F.    Amendment  of  Section 7.2.3  (Financial  Condition).
Section  7.2.3  of  the  Credit Agreement is  hereby  amended  by
deleting  such Section in its entirety and substituting  therefor
the following:

          "SECTION 7.2.3 Financial Condition.  The Borrowers will
     not permit:

                (a)   Net Worth.  Their Net Worth to be less than
     the  sum of (i) $40,000,000, plus (ii) 60% of Cumulative Net
     Income  after December 31, 1998 plus (iii) 60%  of  the  net
     cash  proceeds of stock sold by Bairnco after  December  31,
     1998.

               (b)  Debt/Capital Test.  The ratio for Bairnco and
     its Subsidiaries of (i) all Consolidated Funded Debt to (ii)
     the   sum   of  (A)  Consolidated  Funded  Debt,  plus   (B)
     Stockholders'  Investment (the 'Debt to Capital  Ratio')  to
     exceed  65%  for  any  fiscal quarter ending  prior  to  and
     including  December 31, 2000 and 60% thereafter.

                (c)   Interest  Coverage Ratio.   The  ratio  for
     Bairnco  and  its Subsidiaries of (i) consolidated  earnings
     before deducting interest and taxes (excluding non-recurring
     gains and charges) to (ii) consolidated interest expense for
     Indebtedness  (including,  without limitation,  Subordinated
     Debt  and  Capitalized  Lease  Liabilities)  (the  'Interest
     Coverage  Ratio')  to  be less than 2.00:1  for  any  Fiscal
     Quarter."

II.  REPRESENTATIONS AND WARRANTIES

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

     1.   No Default has occurred and is continuing; and

      2.    The  representations and warranties of the  Borrowers
contained in Article VI of the Credit Agreement are true  on  and
as  of  the  date  hereof as if made on  and  as  of  said  date;
provided,  however,  that  each  reference  to  "this  Agreement"
contained in such Article VI shall be deemed to be a reference to
the Credit Agreement as amended hereby.

III.  CONDITIONS PRECEDENT

      This  Amendment will become effective as of the date  first
written  above  upon receipt by the Agent of counterparts  hereof
duly executed by each Borrower, each of the Lenders party to  the
Credit  Agreement  and the Agent, provided that contemporaneously
with  such execution and delivery, the Agent shall have  received
for  the  account of the Lenders, an amendment fee in  an  amount
equal  to  $50,000 to be distributed to the Lenders as set  forth
below:

     Lender                               Amount
                                          
     Bank of America NT&SA                $23,222.00
    First Union National Bank, N.A.       $ 7,966.00
    First National Bank of Maryland       $ 7,966.00
    Suntrust Bank, Central Florida,       $10,846.00
     National Association

IV.  MISCELLANEOUS

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

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

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

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


                              BAIRNCO CORPORATION
                              
                              By: /s/ J. Robert Wilkinson
                              Name:   J. Robert Wilkinson
                              Title:  Vice President Finance


                              ARLON, INC.
                              
                              By: /s/ J. Robert Wilkinson
                              Name:   J. Robert Wilkinson
                              Title:  Vice President


                              KASCO CORPORATION
                              
                              By: /s/ J. Robert Wilkinson
                              Name:   J. Robert Wilkinson
                              Title:  Vice President


                              ATLANTIC SERVICE CO. (UK), LTD.

                              By: /s/ J. Robert Wilkinson
                              Name:   J. Robert Wilkinson
                              Title:  Director


                              BERTRAM & GRAF GMBH

                              By: /s/ J. Robert Wilkinson
                              Name:   J. Robert Wilkinson
                              Title:  Director


                              EUROKASCO S.A.
                                              
                              By: /s/ J. Robert Wilkinson
                              Name:   J. Robert Wilkinson
                              Title:  Director


                              BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, as Agent

                              By: /s/ Steve A. Aronowitz
                              Name:   Steve A. Aronowitz
                              Title:  Managing Director


                              BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, as a
                                   Lender
                                     
                              By: /s/ Steve A. Aronowitz
                              Name:   Steve A. Aronowitz
                              Title:  Managing Director


                              FIRST UNION NATIONAL BANK, N.A.
                                                       
                              By: /s/ Mary H. Doonan
                              Name:   Mary H. Doonan
                              Title:  Vice President


                              FIRST NATIONAL BANK OF MARYLAND
                                                  
                              By: /s/ Robert M. Beaver
                              Name:   Robert M. Beaver
                              Title:  Vice President


                              SUNTRUST BANK, CENTRAL FLORIDA,
                                   NATIONAL ASSOCIATION
                                                    
                              By: /s/ William C. Barr III
                              Name:   William C. Barr III
                              Title:  First Vice President