BAIRNCO CORPORATION
ANNUAL REPORT 1995


THE COMPANY

Bairnco Corporation is a diversified multinational company that operates 
two business sectors.

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.

STRATEGY

Bairnco's strategy is to serve a broad range of niche markets with quality 
products and services, while providing extra value to its customers through 
focused and cost effective organizations and facilities.  Bairnco strives 
to develop true partnership relationships with its customers in these 
selected markets through close cooperation in developing value added 
solutions to their needs.  Bairnco seeks to identify and participate in 
those markets that will provide growth opportunities due to either 
technical developments or the changing needs of the customers.

OBJECTIVES

Bairnco believes that concentrating its resources in selected market niches 
can provide the basis to achieve both superior profitability and growth. 
Management's long term objectives are to achieve a 15% compound rate of 
earnings growth, a 20% return on stockholders' investment, and a 15% return 
on total capital employed.


CONTENTS

Financial Highlights...................................  1
Letter to our Stockholders.............................  2
Engineered Materials & Components (Arlon)..............  4
Replacement Products & Services (Kasco)................  7
Directors and Management...............................  8
Financial History......................................  9
Management's Discussion and Analysis................... 10
Quarterly Results of Operations........................ 12 
Report of Independent Certified Public Accountants..... 13
Consolidated Financial Statements.... ................. 14
Notes to Consolidated Financial Statements............. 18



<TABLE>
FINANCIAL HIGHLIGHTS
(In thousands except per share data)
<CAPTION>
                                                             Percent Change
                           1995       1994       1993        95/94   94/93
<S>                        <C>        <C>        <C>         <C>     <C>
Net Sales                  $ 150,507  $ 145,522  $ 134,958     3%      8%

Earnings before Interest, 
  Charges and Taxes <F1>   $  14,633  $  13,654  $  13,617     7%      0%

Operating Profit           $  14,633  $  13,654  $   4,874     7%    180%

Income from
  Continuing Operations    $   7,781  $   7,255  $     817     7%    788% 

Earnings per Share from
  Continuing Operations    $    0.75  $    0.69  $    0.08     9%    763%

Cash Dividends per Share   $    0.20  $    0.20  $    0.20     0%      0%

Stockholders' Investment
  per Share                $    4.60  $    4.19  $    3.67    10%     14%

Total Assets               $  98,196  $ 102,772  $ 107,981    (4%)    (5%)

Stockholders' Investment   $  48,024  $  43,997  $  38,515     9%     14%

Average Shares Outstanding    10,440     10,500     10,500    (1%)     0% 

<FN>
<F1>  Excludes impact of non-recurring litigation and restructuring costs of 
      $8,743 in 1993 - see Note 2 to Consolidated Financial Statements.
</FN>				       
</TABLE>

Graphic - Bar Chart depicting Sales (y-axis) for five years - 1991 to 
1995 (x-axis):

	Year          Sales    
		  (in thousands)
	
	1991         $128,566    
	1992         $135,581 
	1993         $134,958             
	1994         $145,522 
	1995         $150,507 

Graphic - Bar Chart depicting Income from Continuin Operations (y-axis)
for five years - 1991 to 1995 (x-axis):

		  Income from
	Year      Continuing Operations
		  (in thousands)

	1991            $6,643
	1992            $7,755
	1993            $  817
	1994            $7,255
	1995            $7,781




LETTER TO OUR STOCKHOLDERS

1995 was a year of continued progress for Bairnco.  Sales and earnings 
increased.  Debt was again reduced.  Our strong financial condition 
improved.  The quality and focus of management was improved in several 
operations.

FINANCIAL RESULTS 
Sales increased 3.4% to $150,507,000 in 1995 from $145,522,000 in 1994.  
Arlon's sales increased 7.8%.  Kasco's sales decreased 4.1% which was 
planned as part of the program to focus Kasco on its core business.

In 1995, gross profit increased nominally to $53,317,000 from 
$53,177,000  in the prior year.  The favorable impact from increased sales 
was offset by the decline in gross profit margins to 35.4% from 36.5% last 
year.  Arlon's gross profit increased only 3.1% as a result of the growth in 
lower margin commercial products and margin erosion in certain market 
segments due to competitive pressures. Kasco's gross profit declined 3.5%  as 
a result of the 4.1% sales decrease, whereas its gross profit margin 
increased slightly due to an improved sales mix and reduced manufacturing 
costs.

Selling and administrative expenses decreased $839,000 or 2.1% to 
$38,684,000 from  $39,523,000 in 1994.  As a percent of sales, these expenses 
decreased to 25.7% in 1995 from 27.2% in 1994.  Selling expense decreased 
slightly as the reductions in Kasco from focusing on the core business were 
partially offset by the continued investment in sales and marketing expenses 
to grow selected Arlon segments.  Administrative expenses continued to be 
reduced both absolutely and as a percentage of sales.  Research and 
development expenses increased 3.0% as Bairnco continued to invest in the 
development of new products and improved quality. 

Earnings before taxes increased 9.5% to $12,607,000 in 1995 as compared 
to $11,510,000 in 1994.  The effective tax rate increased to 38.3% from 
37.0% in 1994.

Net income increased 7.3% to  $7,781,000 in 1995 as compared to $7,255,000 
in 1994.  Earnings per share increased 8.7% to $.75 from $.69 last year.  
As a result of the stock repurchase program, the average number of shares 
outstanding in 1995 was 10,440,000, a 0.6% decrease from the 10,500,000 
average outstanding in 1994.

DIVESTITURES
During 1995 the two small remaining operations that have been carried as 
discontinued operations as the result of the restructuring in 1993 were 
sold for prices consistent with the original restructuring. 

FINANCIAL MANAGEMENT
Return on capital employed increased to 11.9% from 10.6% last year.  
However, the return on stockholders' investment in 1995 was 16.7% down from 
17.4% last year as a result of reduced debt and increased net worth.  
Management continues to work towards our long term objectives of a 20% return 
on stockholders' investment and a 15% return on total capital employed.

In 1995, Bairnco's Board of Directors authorized the repurchase of up to 
$5,000,000 of its common stock.  During the year the Company repurchased 
486,200 shares for $2,580,000.  The Board has authorized management to 
continue its stock repurchase program in 1996 subject to market conditions 
and the capital requirements of the business.

Working capital as a percent of sales increased from 18.1% to 18.8%.  
The increase in accounts receivable is due to the increase in export business 
which has longer payment terms.  Inventories increased 18.4% or $3.7 million.  
Inventories were built in anticipation of higher sales which did not 
materialize in the last part of the year.  A program is in place to reduce 
excess inventories during 1996.

Net cash flows provided by operating activities were $14,665,000.  These 
cash flows provided the cash used to reduce debt, fund Bairnco's capital 
expenditure program, pay dividends and repurchase stock in 1995.

During 1995 total debt was reduced by $7,197,000.  Debt as a percent of 
equity declined to 51.2% from 72.2% in 1994.  At yearend 1995,  Bairnco 
had $22.7 million available under its revolving credit agreement, and $5.6 
million available under short term lines of credit.

1995 capital expenditures were $4,831,000 as compared to a plan of 
$14,400,000.  The reduction in capital expenditures from plan was due 
primarily to the deferment of a capacity addition from 1995 to 1997.  
Substantial improvements in operating efficiencies in 1995 and planned for 
1996 permitted the postponement of this major capital expenditure.  
Depreciation and amortization was $6,314,000.  The focus of the capital 
expenditure program during 1995 was primarily on required replacements, 
efficiency and quality improvements, and some capacity additions.
	
The capital expenditure plan for 1996 is approximately $12.3 million.  
Depreciation and amortization is estimated to be approximately $7.0 million.  
The planned capital expenditures include anticipated replacements, quality 
improvements, cost reduction projects, new product developments, new 
processing equipment and capacity additions.  Approximately $3 million of the 
planned expenditures are contingent upon the realization of the anticipated 
growth in several segments of the electronic markets.

DIVIDEND
The quarterly $.05 per share cash dividend was maintained during the year.

MANAGEMENT  
During September, 1995, Elmer Pruim, Controller of Bairnco Corporation, 
also was appointed acting President of Kasco North America.  Elmer had 
been working with Kasco management from the beginning of the year to 
improve the efficiencies of the administrative and management support 
functions.  His role was expanded to further expedite the management process 
of improved customer service, continued cost reductions and efficiency 
improvement programs.  Jim Whiteaker resigned to pursue other interests.

During 1995 the management development program, which is one of the 
keys to our future success, continued to make progress in all operations.  
Many key positions were filled or upgraded through a combination of internal 
promotions and external additions.  The ongoing improvement and development 
of all our employees remains a critical and never ending requirement for 
Bairnco's future success.

SUMMARY AND OUTLOOK
1995 was a year of progress for Bairnco.  Arlon's results continued 
to manifest the benefits of investing in the development of new products, 
new markets, and expanded sales, marketing and research efforts.

The program of refocusing Kasco North America to become the preeminent 
supplier of cutting products and routine in-store equipment services made 
substantial progress during the year.  There were substantial expenses 
incurred in the reengineering and cost reduction programs.  By the fourth 
quarter some of the benefits of the actions started to appear in the 
financial results as compared to last year.  The process is continuing and 
will take time.  We do, however, expect to see continuing benefits in 1996 
and beyond from the actions taken and to be taken.

The outlook for 1996 is for improved sales and earnings.  The US economy 
is expected to experience slow growth during 1996. The continuing 
maintenance of high relative interest rates by the Federal Reserve is 
expected to further slow the economy, if not result in no growth or a modest 
recession.  The pressures from many of our suppliers to increase their prices 
has abated with the exception of some select materials that remain in short 
supply.  It is expected that the combination of growth in certain niche 
markets, benefits accruing from past and programmed cost reduction efforts, 
aggressive efficiency improvement projects, as well as modest price 
increases, should result in continued financial improvement for 1996.

Respectfully yours,


Luke E. Fichthorn III
Chairman and CEO





ENGINEERED MATERIALS AND COMPONENTS

BUSINESS

Bairnco designs, manufactures, and sells engineered materials and 
components for the electronic, industrial and commercial markets under the 
Arlon brand name.  These products are based on a common technology in 
coating, laminating and dispersion chemistry.

PRODUCTS AND APPLICATIONS

CIRCUIT BOARD MATERIALS:
Arlon Materials for Electronics has an international reputation as 
the premier supplier of high technology materials for the printed circuit 
board industry.  Their products include the high performance and high 
temperature materials of the Electronic Substrates product line, and the 
frequency dependent and low signal loss materials of the Microwave Materials 
product line.  These products are marketed principally to printed circuit 
board manufacturers and OEMs by a direct sales force in concert with strong 
technical support teams. These materials are used in products for the 
commercial, military, industrial and telecommunications markets.
	
The economic factors affecting demand for these products include the 
level of economic activity in North America, Europe and Asia for high 
performance electronics, sophisticated defense electronics procurement, and 
telecommunication systems.
	
The core of the Electronic Substrates line includes premium high 
temperature capable laminate products used in circuit boards for military 
electronics and sophisticated commercial applications, such as the surface 
mount electronics for the Motorola worldwide satellite telephone systems 
(Iridium), and circuit boards used in burn-in ovens to routinely test 
semiconductors.  Intermediate temperature laminates which provide both 
improved product reliability in the field and ease of manufacture are also 
key to the line.  Specialty products have been developed for the surface 
mounting of computer chips on circuit boards and multi-chip modules which 
are growing segments of the printed circuit board market.  Efforts at the 
Rancho Cucamonga, California facility continue to stress improved customer 
responsiveness both in product design as well as shortened delivery time.  
This facility received the ISO 9002 International Quality Standard 
certification at the end of 1995.  
	
The  Microwave Materials product line produces the world's leading 
substrates for microwave applications.  The business mix has moved from a 
predominantly military base to technology and cost driven commercial 
applications.  The existing and emerging consumer products operating at 
microwave frequencies include digital cordless telephones, local and global 
cellular phone systems, direct broadcast satellite TV systems, global 
positioning satellite systems, and other personal communications equipment.
Additional wireless opportunities for Arlon circuit board materials include 
local area networks for computers and public business exchange systems or 
PBX's where telephones operate as microcellular phones within the confines 
of a facility or complex.
	
A major emerging market for wireless communications is the new phone 
systems which are being planned for a number of developing countries such as 
India and Argentina. These systems are being designed wireless both to reduce 
system maintenance costs and to expedite and reduce cost of installation. 
This should be a large and growing market over the next decade, as other 
countries become involved.
	
The frequency dependent market area continues to drive toward lower 
cost to allow greater commercial/consumer penetration by new electronics 
applications.  The Arlon Microwave facility in Bear, Delaware continues to 
invest in equipment to convert from low volume military to high volume 
commercial materials.  In addition, new product development continues with 
emphasis on low cost, low signal loss materials.
	
SPECIALTY GRAPHIC FILMS:
Bairnco manufactures and markets, under the Calon brand name, cast 
and calendered vinyl films in a wide variety of colors and with varying face 
stocks and adhesive systems for specialty graphics which are used by 
commercial sign manufacturers, graphic printing houses, and in numerous 
commercial and governmental specification applications.
	
The economic factors affecting this business are the general level of 
economic activity in the United States, Canada, Europe, South America and the 
Asian Basin.
	
Arlon NV,  Arlon's Belgium based European common market subsidiary 
made less progress than expected in 1995.  A number of new distributors were 
recruited during the last half of 1995.
	
The Santa Ana facility was certified to the ISO 9001 International 
Quality Standard in September 1995.  Continued investments in equipment and 
R&D resources yielded further improvements in quality and productivity.  
Additional productivity gains are expected in 1996.
	
New graphics products and colors were introduced in 1995 to broaden 
the entire product offering.  The rate of growth in the graphics market 
slowed materially during 1995.  This market is now expected to grow modestly 
in excess of the economy.  Also, 1995 was a year of increased price 
competition in the lower performance calendered vinyl films.
	
Additional new products and colors are planned for introduction in 
1996.  It is also expected that the enhanced sales and marketing resources 
put in place during 1995 will result in improved market penetration.  

CUSTOM ENGINEERED LAMINATES AND ADHESIVE SYSTEMS:
Bairnco manufactures and markets custom engineered laminates and 
adhesives systems under the Arlon and Chase Foster brand names.
	
The economic factors impacting this business are primarily the 
general level of industrial economic activity in the United States.
	
Graphic - Arlon's Materials for Electronics Division International Quality 
Standard Team in Rancho Cucamonga, California achieved ISO 9002 at the end
of 1995 (from left: Larry Walker, Patricia Zebuth, Rene Martinez, Bob Carini,
Jason Gretton and Steve Carrell.)

Graphic - Brian Millard performs in-line inspection for defects during 
casting of Arlon's Calon II high-performance vinyl.  In the foreground can
be seen the terminal used to track the film's physical properties which is
necessary to confirm conformance to product specifications.

Typical applications include insulating foam tapes for thermopane 
windows, electrical insulation, thermal insulation panels for appliances and 
cars, security tags and labels, durable printing stock for high speed laser 
printing systems, and custom engineered laminates for specific industrial 
applications.
	
During the year several low margin products were eliminated as part 
of a continuing product rationalization program.
	
Arlon is now focusing on developing new custom engineered laminates 
and pressure sensitive systems for specific industrial applications.  The 
combination of the Santa Ana, California and East Providence, Rhode Island 
operations provides a unique ability to meet the needs of new custom laminate 
applications.

SILICONE RUBBER TECHNOLOGIES:
Bairnco manufactures a line of silicone rubber based materials used 
in a broad range of consumer, industrial, utility and commercial products.  
This business is sensitive to the level of general industrial and consumer 
spending in the United States.
	
Graphic - Robert Powers and Richard Corrette monitor the performance of a
computer controlled vacuum lamination system at Arlon's Materials for 
Electronics Division, Rancho Cucamonga, California.

Graphic - Arlon's Adhesives & Films Division International Quality Standard
Team in Santa Ana, California achieved ISO 9001 in September 1995 (from left:
Brian Millard, Zsolt Katona, Mike Willott, Dinesh Shah, Rande Hawkinson,
Martha Westcott, Chuck Bules, Jaime Perez and Mike Gonzalez.)

Typical applications of these materials include silicone rubber roll 
material used in molding composites, silicone rubber tape to insulate coil 
windings of electric traction motors (most notably locomotive traction 
motors), insulating tape for industrial flexible heaters, and power utility 
applications.
	
The silicone rubber product line provides significant opportunity for 
Arlon in a number of areas. During 1995 progress was made in the development 
of Thermabond, a thermally conductive silicone product line designed to 
dissipate heat from electronic circuit boards in very high temperature 
environments.  With increasing miniaturization driving requirements for heat 
removal in electronics circuitry Thermabond will form the core of a broader 
line of thermal management products. Also, progress was made during the year 
in identifying new channels of distribution to serve international markets.  
The distributor agreement with Airtech, a leading supplier of vacuum bagging 
materials to the composite industry, has begun to develop opportunities in 
industrial and aerospace composite markets.    
	
Graphic - Gus Hernandez and Frank Angel package finished goods for 
international shipments at Arlon's Adhesives & Films Division, Santa Ana,
California.

In January of 1996, an agreement was reached with Permacel, Inc., 
principally a manufacturer of pressure sensitive adhesive tapes, for Arlon to 
acquire the silicone rubber tape operation of that corporation. This 
acquisition will provide additional growth opportunity for Arlon in the 
silicone rubber markets. 
	
1996 is anticipated to be another year of continued growth for this segment.  

Graphic - Dagoberto Hernandez monitors the laminates overall thickness and 
performs a surface inspection at Arlon's Materials for Electronics Division,
Rancho Cucamonga, Caifornia.

Graphic - Arlon's Materials for Electronics Division International Quality
Standard Team in Bear, Delaware (from left: Randy Hoback, Matt Woods, Tom
Zawislak, Keith St. John and Mike Conway.)


REPLACEMENT PRODUCTS AND SERVICES
BUSINESS
	
Bairnco, through its multinational Kasco operations, manufactures and 
supplies replacement products and services principally to retail food stores 
and meat, poultry and fish processing plants throughout the United States, 
Canada and Europe.  Replacement band saw blades are also sold for use in wood 
and metal industries.  The French and Canadian operations also distribute 
equipment to the supermarket and food processing industries in their 
respective markets.

PRODUCTS AND APPLICATIONS
	
Kasco manufactures band saw blades for cutting, and chopper plates 
and knives for grinding meat in supermarkets and packing plants, band saw 
blades used in frozen fish factories, small band saw blades for cutting metal 
and wood, and large band saw blades for lumber mills.  Kasco also distributes 
related supply products and a seasoning line to supermarkets, as well as 
other customers.
	
Kasco also provides preventive maintenance and repair parts and 
service for a broad range of supermarket equipment primarily in the meat and 
deli areas in selected markets.

VAN SERVICE:
In North America, Kasco supplies its products and services directly 
to the supermarket and meat cutting industries through route sales people.  
They make regularly scheduled calls on the accounts in their region.  They 
both supply the Company's products and provide related equipment maintenance 
services.  The route service people are continuously trained in the service 
and maintenance of the equipment used in the meat preparation areas of retail 
food outlets.
	
The field computerization program permits the route service people to 
more efficiently service their customer base.

SERVICE CENTERS:
Kasco currently operates service centers in  four regions of North 
America.  The service centers provide preventive maintenance programs and 
emergency repair programs for a broad range of equipment primarily in the 
meat preparation and deli areas of supermarkets and other retail food outlets 
in their geographical areas.
	
During 1995 the service center program was refocused on four selected 
market areas where Kasco can provide cost effective, value added preventive 
maintenance and emergency service in concentrated geographical markets.  
These actions resulted in a $2 million reduction in revenues and phase-out 
expenses which continued in reducing amounts throughout 1995.  The net impact 
of the cost savings began to be evident during the last part of 1995 and 
should provide continuing benefits in 1996.
  
SPECIAL PRODUCTS:
Through its special products group, Kasco supplies band saw blades to 
OEMs in the meat cutting industry and band saw blades for cutting wood and 
metal to the OEMs supplying machines to those industries.  Special products 
also sells through general distribution and is responsible for export sales 
throughout the world with the exception of Europe where such sales are the 
responsibility of the three Kasco operations in Europe.

EQUIPMENT DISTRIBUTION:
In Canada and France, in addition to providing its standard products, 
Kasco distributes equipment used in the supermarket industry and in the food 
processing industry.

MANUFACTURING
	
Kasco and its subsidiaries have manufacturing operations in St. 
Louis, Missouri; City of Industry, California; Toronto, Canada; Gwent, Wales, 
United Kingdom; and Pansdorf, Germany.  During 1995, Kasco's management took 
numerous actions to improve the efficiencies in manufacturing and 
distribution.  There is now in place a continuing cost reduction program 
which will result in improved quality, more efficient operations and improved 
customer service.
		 
Graphic - Kasco's Production Quality Improvement Team in St. Louis, Missouri
(standing from left: Stan Sak, Al Lowe, Larry Jones, Bob Hunt and Jerry 
Brooks; sitting from left: Armando Ibarra, Rose Mayo and Jerry Petersen.)



DIRECTORS (individual photographs)
					       
 Luke E. Fichthorn III
 Chairman and CEO
 Bairnco Corporation

 Charles T. Foley 
 President 
 Estabrook Capital Management, Inc. 

 Richard A. Shantz 
 Private Investor 

 William F. Yelverton 
 CEO - Individual Insurance Group
 Prudential Insurance Company of America  


MANAGEMENT (individual photographs)

 Robert M. Carini
 President
 Arlon Materials for Electronics        

 Elmer G. Pruim
 Controller, Bairnco Corporation
 Acting President, Kasco Corporation

 Barry M. Steinhart
 Vice President Administration & Secretary   
 Bairnco Corporation

 J. Robert Wilkinson
 Vice President Finance & Treasurer
 Bairnco Corporation

 Mike Willott
 President
 Arlon Adhesives & Films 


<TABLE>

FINANCIAL HISTORY
<CAPTION>
                              1995       1994     1993     1992     1991
<S>                           <C>        <C>      <C>      <C>      <C>
Summary of Operations 
($ in thousands)

Net sales.................... $ 150,507  145,522  134,958  135,581  128,566
Gross profit................. $  53,317   53,177   52,645   54,714   52,492 
Earnings before interest,
  charges and taxes <F1>..... $  14,633   13,654   13,617   15,846   15,225
Operating profit............. $  14,633   13,654    4,874   15,846   15,225
Interest expense, net........ $   2,026    2,144    2,248    2,911    4,277 
Income before income taxes... $  12,607   11,510    2,626   12,935   10,948 
Provision for income taxes... $   4,826    4,255    1,809    5,180    4,305 
Income from continuing
  operations................. $   7,781    7,255      817    7,755    6,643 
Return from continuing 
  operations on:
    Net sales................ %     5.2      5.0      0.6      5.7      5.2 
    Stockholders' investment. %    16.7     17.4      1.4     12.1     11.0 
    Capital employed......... %    11.9     10.6      2.0      8.6      8.4
								      
Year-End Position ($ in thousands)

Working capital.............. $  28,350   26,277   20,098   18,983   20,342 
Plant and equipment, net..... $  34,449   36,289   38,654   39,232   32,025 
Total assets excluding                                     
  discontinued operations.... $  98,196   99,243   95,547   98,916   90,982 
Net assets of discontinued 
  operations................. $      --    3,529   12,434   34,337   39,109 
  Total assets............... $  98,196  102,772  107,981  133,253  130,091
Total debt................... $  24,578   31,775   43,718   45,733   45,891
Stockholders' investment..... $  48,024   43,997   38,515   62,055   59,529
Capital employed-total....... $  72,602   75,772   82,233  107,788  105,420
Capital employed-proforma <F2>$  72,602   75,772   82,233   85,895   83,527
	    
Per Share Data

Primary and fully diluted
  income from continuing
  operations................. $    0.75     0.69     0.08     0.72     0.61
Cash dividend................ $    0.20     0.20     0.20     0.20     0.20 
Stockholders' investment..... $    4.60     4.19     3.67     5.91     5.68
Market Price:
  High....................... $    6        5-1/2    8-1/2    8-1/4    9  
  Low........................ $    3-7/8    3        3-3/8    5-5/8    3-3/4
							       
Other Data (in thousands)

Backlog...................... $   8,109    7,833    7,998    6,392    9,615 
Depreciation and 
  amortization............... $   6,314    6,502    6,700    5,808    5,748 
Capital expenditures <F3>.... $   4,831    5,176    6,318   13,195    5,858 
Average shares 
  outstanding <F4>...........    10,440   10,500   10,500   10,749   10,807
					

Current ratio................       2.2      2.0      1.8      1.7      1.9 
Number of common                                                      
  stockholders...............     1,967    2,198    2,326    2,440    2,586
Average number of employees..       874      915      920      935      903
Sales per employee .......... $ 172,200  159,040  146,700  145,000  142,400

<FN>				     
<F1>    Excludes impact of non-recurring litigation and restructuring costs 
        of $8,743 (pre-tax) in 1993 - see Note 2 to Consolidated Financial 
        Statements.
<F2>    Stockholders' investment and capital employed adjusted on a proforma 
        basis for discontinued operations NRV writedown and loss on 
        discontinuance recorded in 1993.
<F3>    Exclusive of acquired businesses' plant & equipment at date of 
        acquisition.
<F4>    Assuming full dilution.
</FN>
</TABLE>


MANAGEMENT'S DISCUSSION AND ANALYSIS 

	The following discussion should be read in conjunction with the 
Consolidated Financial Statements and related notes which begin on page 14.

	As stated in Note 3 therein, Bairnco adopted a restructuring plan 
effective December 31, 1993, a major component of which involved a formal 
plan of divestiture relating to the businesses that comprised Bairnco's 
Specialty Construction Products segment and secure communications 
electronics operations.  The operating results discussed below exclude the 
discontinued operations.    

Results of Operations: 1995 Compared to 1994

	Net sales increased 3.4% to $150,507,000 in 1995 from $145,522,000 in
1994.  Sales of Arlon engineered materials and components increased 7.8% 
due to growing sales to the high end and microwave printed circuit board 
markets.  Sales of Kasco replacement products and services declined 4.1% 
due to the planned reduction in Kasco's North American service center 
revenues as part of the program to focus Kasco on its core business. 

	The backlog of unfilled orders for Arlon at the end of 1995 was 
$8,109,000, up 3.5% from $7,833,000 at the end of 1994. Kasco does not have 
a backlog. 
	
	In 1995, gross profit increased nominally to $53,317,000 from 
$53,177,000 in the prior year.  The favorable impact from increased sales 
was offset by the decline in gross profit margins to 35.4% from 36.5% last 
year.  Arlon's gross profit increased only 3.1% as a result of the growth 
in lower margin commercial products and margin erosion in certain market 
segments due to competitive pressures.  Kasco's gross profit declined 3.5% 
as a result of the 4.1% sales decrease, whereas its gross profit margin 
increased slightly due to an improved sales mix and reduced manufacturing 
costs.

	Selling and administrative expenses decreased $839,000 or 2.1% to 
$38,684,000 from $39,523,000 in 1994.  As a percent of sales, these 
expenses decreased to 25.7% in 1995 from 27.2% in 1994.  Selling expenses 
decreased slightly as the reductions in Kasco from focusing on the core 
business were partially offset by the continued investment in sales and 
marketing expense to grow selected Arlon segments.  Administrative expenses 
continued to be reduced both absolutely and as a percentage of sales.  
Research and development expenses increased 3.0% as Bairnco continued to 
invest in the development of new products and improved quality.

	Operating profit in 1995 was $14,633,000, or 9.7% of net sales, 
compared to operating profit in 1994 of $13,654,000, or 9.4% of net sales.

	Net interest expense decreased to $2,026,000 in 1995 from $2,144,000 
in 1994 due primarily to a $7.2 million reduction in debt of which 
approximately $3.5 million occurred during the fourth quarter of 1995.

	Income before income taxes increased 9.5% to $12,607,000 in 1995 as 
compared to $11,510,000 in 1994.  The effective tax rate increased to 38.3% 
in 1995 from 37.0% in 1994.  The lower effective tax rate in 1994 resulted 
from the benefit of foreign losses which were booked at a higher tax rate. 
 The provision for income taxes in both years includes all applicable 
federal, state, local and foreign income taxes.  Audits of the 
Corporation's consolidated US federal income tax returns have been 
completed for all years through 1992.

	Net income increased 7.3% to $7,781,000 in 1995 as compared to 
$7,255,000 in 1994.  Earnings per share increased 8.7% to $.75 from $.69 
last year.  The average number of shares outstanding in 1995 was 
10,440,000, a 0.6% decrease from the 10,500,000 average outstanding in 1994 
due to the stock repurchase program.

Results of Operations: 1994 Compared to 1993

	Net sales increased 7.8% to $145,522,000 in 1994 from $134,958,000 in
1993.  Arlon engineered materials and components sales in 1994 increased 
$9,817,000, or 11.9%, from 1993 due to strong sales to the graphics market, 
more than offsetting continued weak sales to the defense related markets. 
Sales of Kasco replacement products and services increased $747,000, or 
1.4%, from 1993 as the European economic improvements were offset by the 
impact of the retrenchment and refocusing of the Kasco service center 
business in the fourth quarter of 1994.

	The backlog of unfilled orders for Arlon at the end of 1994 was 
$7,833,000, down slightly from $7,998,000 at the end of 1993. Kasco does 
not have a backlog. 

	In 1994, gross profit increased 1.0% to $53,177,000, or 36.5% of net 
sales, from $52,645,000, or 39.0% of net sales, in 1993.  The increase in 
gross profit was attributable to the increase in sales, whereas the decline 
in the gross profit as a percentage of sales was due to a significant 
decline in Kasco's gross profit resulting from the service center 
operations and to a lesser extent the lower gross margin at Arlon as a 
result of the continuing shift in the business mix to lower margin 
commercial products from higher margin military products.  
   
	Selling and administrative expenses increased 1.3% in 1994 to 
$39,523,000 from $39,028,000 in 1993. As a percent of sales, these expenses 
decreased to 27.2% in 1994 from 28.9% in 1993. The composition of these 
expenses continues to change in accordance with the ongoing plan to make 
the administrative functions more efficient while increasing sales and 
marketing efforts to develop new products and to increase penetration into 
selected markets. 

	Operating profit in 1994 was $13,654,000, or 9.4% of net sales, 
compared to operating profit in 1993 of $13,617,000, or 10.1% of net sales, 
excluding the non-recurring restructuring and litigation charges.  After 
recognition of the non-recurring restructuring and litigation costs, which 
totaled $8,743,000, 1993 operating profit was $4,874,000.  
	
	Net interest expense decreased to $2,144,000 in 1994 from $2,248,000 
in 1993 due primarily to a $11,943,000 reduction in indebtedness which was 
largely offset by increased interest rates. 

	The effective tax rate for 1994 was 37.0% as compared to 68.9% in 
1993.  The high effective tax rate for 1993 reflects the absence of a tax 
benefit on a portion of the restructuring costs recognized at Kasco.  The 
provision for income taxes in both years includes all applicable federal, 
state, local and foreign income taxes.

	Income from continuing operations for 1994 was $7,255,000 or $.69 per
share. Excluding the restructuring and litigation related charges, which 
net of related tax benefits amounted to $6,263,000 or approximately $.60 
per share, 1993 income from continuing operations was $7,080,000 or $.67 
per share.  Income from continuing operations including the charges was 
$817,000 or $.08 per share in 1993.  

Liquidity and Capital Resources

	At December 31, 1995, Bairnco had working capital of $28.4 million 
compared to $26.3 million at December 31, 1994.  The increase in accounts 
receivable is due to the increase in export business which has longer 
payment terms.  Inventories increased 18.4% or $3.7 million from the end of 
1994.  During 1995, certain inventories were built in anticipation of 
higher sales which did not materialize in the last part of the year.  
Management has developed a program to reduce any excess inventories during 
1996 and believes no loss will be incurred on its disposition.  The 
decrease in other current assets in 1995 was due primarily to the tax 
refund received during the second quarter of 1995.

	The increase in other assets primarily reflects the long term portion of 
the notes receivable on the discontinued operations disposed of during 1995 
(refer to Note 3 to the Consolidated Financial Statements). 

	At December 31, 1995, $24.6 million of total debt was outstanding 
compared to $31.8 million at the end of 1994.  As of December 31, 1995, 
approximately $22.7 million was available for borrowing under the 
Corporation's secured reducing revolving credit agreement with a consortium 
of four banks.  The credit agreement expires in August 1999.  In addition, 
approximately $5.6 million was available under various short term domestic 
and foreign uncommitted credit facilities.  Debt as a percent of equity 
declined to 51.2% at the end of 1995 from 72.2% at the end of 1994.     

	Bairnco made $4,831,000 of capital expenditures in 1995 as compared 
to its plan at the start of the year of approximately $14.4 million.  The 
reduction in capital expenditures from plan was due primarily to the 
deferment of a capacity addition from 1995 to 1997.  Substantial 
improvements in operating efficiencies in 1995 and planned for 1996 
resulted in the postponement of this major capital expenditure.  Total 
capital expenditures in 1996 are expected to be approximately $12.3 
million.  Approximately $3.0 million of the planned expenditures are 
contingent upon realization of the anticipated growth in several segments 
of the electronics market.
  
	In 1995, Bairnco's Board of Directors authorized the repurchase of up 
to $5,000,000 of its common stock.  During the year the Company repurchased 
486,200 shares for $2,580,000.  The Board has authorized management to 
continue its stock repurchase program in 1996 subject to market conditions 
and the capital requirements of the business.

	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 1996.

Other Matters

	Bairnco Corporation and its subsidiaries are defendants in a number 
of legal actions and proceedings which are discussed in more detail in Note 
11 to the Consolidated Financial Statements. 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 
December 31, 1995.

Outlook

	Management is not aware of any adverse trends that would materially 
affect the Company's strong financial position.  The outlook for 1996 is 
for improved sales and earnings.  It is expected that the combination of 
growth in certain niche markets, benefits accruing from past and programmed 
cost reduction efforts, aggressive efficiency improvement projects, as well 
as modest price increases, should result in continued financial improvement 
for 1996.



<TABLE>
Quarterly Results of Operations (Unaudited)
(In thousands except per share data)         
<CAPTION>
                               1st               2nd               3rd               4th               Total       
                          1995     1994     1995     1994     1995     1994     1995     1994      1995      1994 
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>    
Net Sales...............  $38,523  $35,676  $38,309  $36,977  $37,386  $35,918  $36,289  $36,951  $150,507  $145,522 
  Cost of sales.........   24,794   22,070   24,462   23,311   24,511   23,054   23,423   23,910    97,190    92,345 
Gross Profit............   13,729   13,606   13,847   13,666   12,875   12,864   12,866   13,041    53,317    53,177 
  Selling and
    administrative
    expenses............   10,132   10,271    9,980    9,964    9,292    9,396    9,280    9,892    38,684    39,523 
Operating Profit........    3,597    3,335    3,867    3,702    3,583    3,468    3,586    3,149    14,633    13,654 
  Interest expense, net.      547      501      527      536      479      559      473      548     2,026     2,144 
Income before income
  taxes.................    3,050    2,834    3,340    3,166    3,104    2,909    3,113    2,601    12,607    11,510 
  Provision for income
    taxes...............    1,159    1,134    1,269    1,266    1,211    1,164    1,187      691     4,826     4,255 
Income from
  Continuing Operations.  $ 1,891  $ 1,700  $ 2,071  $ 1,900  $ 1,893  $ 1,745  $ 1,926  $ 1,910  $  7,781  $  7,255 

Earnings per Share -
  Continuing Operations.  $  0.18  $  0.16  $  0.20  $  0.18  $  0.18  $  0.17  $  0.19  $  0.18  $   0.75  $   0.69 

Market Price:
  High..................  $ 4-7/8  $ 3-7/8  $ 4-7/8  $ 5-1/4  $ 5-1/2  $ 5-1/2  $ 6      $ 4-5/8  $  6      $  5-1/2 
  Low...................    3-7/8    3-1/4    3-7/8    3        4-3/8    4-1/8    4-3/8    3-3/4     3-7/8     3     
							    
</TABLE>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of Bairnco Corporation

	We have audited the accompanying consolidated balance sheets of 
Bairnco Corporation (a Delaware corporation) and subsidiaries as of 
December 31, 1995 and 1994, and the related consolidated statements of 
income, stockholders' investment and cash flows for each of the three 
years in the period ended December 31, 1995.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements 
based on our audits.

	We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  An audit also includes 
assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

	In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial position 
of Bairnco Corporation and subsidiaries as of December 31, 1995 and 
1994, and the results of their operations and their cash flows for 
each of the three years in the period ended December 31, 1995, in 
conformity with generally accepted accounting principles.


Orlando, Florida
January 25, 1996

                                           Arthur Andersen LLP


<TABLE>
CONSOLIDATED STATEMENTS OF INCOME

For the years ended December 31, 1995, 1994 and 1993
Bairnco Corporation and Subsidiaries
<CAPTION>
    
                                           1995            1994            1993     
<S>                                        <C>             <C>             <C>
Net Sales................................  $ 150,507,000   $ 145,522,000   $ 134,958,000
  Cost of sales..........................     97,190,000      92,345,000      82,313,000 
Gross Profit.............................     53,317,000      53,177,000      52,645,000
  Selling and administrative expenses....     38,684,000      39,523,000      39,028,000
  Restructuring costs (Note 2)...........            --              --        5,743,000
  Provision for litigation costs (Note 2)            --              --        3,000,000 
Operating Profit.........................     14,633,000      13,654,000       4,874,000
  Interest expense, net..................      2,026,000       2,144,000       2,248,000 
Income before Income Taxes...............     12,607,000      11,510,000       2,626,000
  Provision for income taxes (Note 5)....      4,826,000       4,255,000       1,809,000 
Income from Continuing Operations........      7,781,000       7,255,000         817,000

  Discontinued Operations (Note 3):
    (Loss) from operations, net of income
      tax (benefit) of ($6,733,000)
      in 1993...............                         --              --      (21,679,000)
    (Loss) on discontinuance, net of
      income tax (benefit) of ($884,000)
      in 1993............................            --              --       (1,716,000) 

  Net income (loss)......................  $   7,781,000   $   7,255,000   $ (22,578,000) 

Earnings (Loss) per Share of Common Stock
  (Note 4):
Earnings per Share from Continuing
  Operations.............................  $        0.75   $        0.69   $        0.08
    Discontinued operations (Note 3).....            --               --           (2.23)

  Net income (loss)......................  $        0.75   $        0.69   $       (2.15) 

Dividends per Share of Common Stock......  $        0.20   $        0.20   $        0.20

     

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

December 31, 1995 and 1994
Bairnco Corporation and Subsidiaries
<CAPTION>
                                                1995            1994
<S>                                             <C>             <C>
Assets

Current Assets:
  Cash and cash equivalents.................... $    608,000    $  1,478,000
  Accounts receivable, less allowances of
    $763,000 and $1,097,000 respectively.......   21,472,000      20,885,000
  Inventories:
    Raw materials and supplies.................    4,651,000       4,794,000
    Work in process............................    5,451,000       4,767,000
    Finished goods.............................   13,634,000      10,481,000
						  23,736,000      20,042,000

    Deferred income taxes (Note 5).............    3,396,000       4,941,000
    Other current assets (Note 3)..............    2,130,000       4,785,000
      Total current assets.....................   51,342,000      52,131,000
Plant and Equipment, at cost:
  Land.........................................    1,534,000       1,241,000
  Buildings and leasehold interests and
    improvements...............................   16,332,000      15,163,000
  Machinery and equipment......................   59,926,000      60,260,000
						  77,792,000      76,664,000
  Less - Accumulated depreciation and 
    amortization...............................  (43,343,000)    (40,375,000)
						  34,449,000      36,289,000
Cost in Excess of Net Assets of Purchased
  Businesses (Note 1)..........................    8,152,000       8,201,000
Other Assets (Notes 1 and 3)...................    4,253,000       2,622,000
Net Assets of Discontinued Operations (Note 3).          --        3,529,000
						$ 98,196,000    $102,772,000

Liabilities and Stockholders' Investment

Current Liabilities:
  Short-term debt.............................. $  3,156,000    $  4,710,000
  Current maturities of long-term debt (Note 7)      186,000         201,000
  Accounts payable.............................    7,885,000       9,762,000
  Accrued expenses (Note 6)....................   11,765,000      11,181,000
      Total current liabilities................   22,992,000      25,854,000

Long-Term Debt (Note 7)........................   21,236,000      26,864,000
Deferred Income Taxes (Note 5).................    3,215,000       3,743,000
Other Liabilities..............................    2,729,000       2,314,000
Stockholders' Investment (Notes 4, 7 and 8):
  Preferred stock, par value $.01, 5,000,000 
    shares authorized, none issued.............          --              --
  Common stock, par value $.01, 30,000,000 
    shares authorized, 11,062,499 and 
    10,952,124 issued, respectively............      111,000         109,000
  Paid-in capital..............................   50,833,000      49,922,000
  Retained earnings ...........................    9,460,000       3,766,000
  Treasury stock, at cost, 938,065 and 451,865 
    shares, respectively.......................  (12,380,000)     (9,800,000)
      Total stockholders' investment...........   48,024,000      43,997,000
						$ 98,196,000    $102,772,000

The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 1995, 1994 and 1993
Bairnco Corporation and Subsidiaries
<CAPTION>
                                                  1995          1994          1993
<S>                                               <C>           <C>           <C>   
Cash Flows from Operating Activities:
  Income from continuing operations............   $  7,781,000  $  7,255,000  $    817,000
  Adjustments to reconcile to net cash provided
    by operating activities:
      Depreciation and amortization............      6,314,000     6,502,000     6,700,000
      Loss on disposal of plant and equipment..        294,000        18,000           --
      Deferred income taxes....................      1,561,000       242,000      (222,000)
      Changes in non-current assets related to
        restructuring..........................            --            --      2,992,000
      Change in operating assets and liabilities:
	  (Increase) decrease in accounts
     receivable, net...........................       (587,000)   (1,953,000)      575,000
   (Increase) decrease in inventories..........     (3,694,000)     (549,000)      284,000
   Decrease (increase) in other current
     assets....................................      3,205,000    (2,629,000)      (27,000)
   (Decrease) increase in accounts
     payable...................................     (1,877,000)    2,399,000      (839,000)
   (Decrease) in accrued expenses..............     (1,019,000)   (1,498,000)     (284,000)
      Cash provided by discontinued operations.      1,988,000     4,863,000       350,000
      Other....................................        699,000      (115,000)      865,000

    Net cash provided by operating activities..     14,665,000    14,535,000    11,211,000 

Cash Flows from Investing Activities:
  Capital expenditures.........................     (4,831,000)   (5,176,000)   (6,318,000)
  Proceeds from sale of plant and equipment....        328,000     1,728,000           -- 
  Proceeds from sale of discontinued operations        100,000     2,865,000           --  

    Net cash (used in) investing activities....     (4,403,000)     (583,000)   (6,318,000)
					       
Cash Flows from Financing Activities:
  Net (repayment) of external debt.............     (7,427,000)  (12,107,000)   (1,697,000)
  Payment of dividends.........................     (2,087,000)   (2,100,000)   (2,100,000)
  Purchase of treasury stock...................     (2,580,000)          --            --
  Exercise of stock options....................        560,000           --         20,000 

    Net cash (used in) financing activities....    (11,534,000)  (14,207,000)   (3,777,000)

Effect of foreign currency exchange rate changes
  on cash and cash equivalents.................        402,000       350,000      (568,000)

Net (decrease) increase in cash and cash
  equivalents..................................       (870,000)       95,000       548,000
Cash and cash equivalents, beginning of year...      1,478,000     1,383,000       835,000 

Cash and cash equivalents, end of year.........   $    608,000  $  1,478,000  $  1,383,000 


Supplemental Disclosures of Cash Flow Information:

  Cash paid (received) during the year for:
    Interest...................................   $  1,992,000  $  2,242,000  $  2,138,000
    Income Taxes...............................   $   (310,000) $   (533,000) $  2,703,000

  Noncash investing activities:
    Notes Received from Sale of Discontinued
      Operations...............................   $  2,500,000  $        --   $        --


The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT


For the years ended December 31, 1995, 1994 and 1993
Bairnco Corporation and Subsidiaries
<CAPTION>
                                                                   Retained
                                       Common        Paid-In       Earnings      Treasury
                                       Stock         Capital       (Deficit)     Stock    
<S>                                    <C>           <C>           <C>           <C>
Balance, December 31, 1992............ $   109,000   $48,457,000   $23,289,000   $ (9,800,000)
  Net (loss)..........................         --            --    (22,578,000)           --
  Cash dividends ($.20 per share).....         --            --     (2,100,000)           --
  Issuance of 4,000 shares pursuant
    to exercise of stock options......         --         20,000           --             --
  Currency translation adjustment
    (Note 1)..........................         --       (724,000)          --             --
  Transfer of currency translation 
    adjustment related to discontinued
    operations to income statement....         --      1,842,000           --             --  
 
Balance, December 31, 1993............     109,000    49,595,000    (1,389,000)    (9,800,000)
  Net income..........................         --            --      7,255,000            --
  Cash dividends ($.20 per share).....         --            --     (2,100,000)           --
  Currency translation adjustment
    (Note 1)..........................         --        327,000           --             --  

Balance, December 31, 1994............     109,000    49,922,000     3,766,000     (9,800,000)
  Net income..........................         --            --      7,781,000           --
  Cash dividends ($.20 per share).....         --            --     (2,087,000)          --
  Issuance of 110,375 shares pursuant
    to exercise of stock options......       2,000       558,000           --            --
  Acquisition of treasury stock 
    (486,200 shares at cost)..........         --            --            --      (2,580,000)
  Currency translation adjustment
    (Note 1)..........................         --        353,000           --             --  

Balance, December 31, 1995............ $   111,000   $50,833,000   $ 9,460,000   $(12,380,000)



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


(1)  Nature of Operations and Summary of Significant Accounting Policies

Nature of operations:

Bairnco Corporation is a diversified multinational company that operates 
two business sectors: Engineered Materials and Components which are 
designed, manufactured and sold under the Arlon brand identity to 
electronic, industrial and commercial markets worldwide; and, Replacement 
Products and Services which 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.

Arlon's 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.

Kasco's 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.


Principles of consolidation:

The accompanying consolidated 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 preparation of consolidated financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the date 
of the consolidated financial statements and the reported amounts of 
revenues and expenses during the reporting period.  Actual results could 
differ from those estimates. 


Consolidated statements of cash flows:

The Corporation considers cash in banks, commercial paper, demand notes and 
similar investments with a maturity of less than three months as cash and 
cash equivalents for the purposes of the consolidated statements of cash 
flows.

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

Inventories:

Inventories are stated at cost, which is not in excess of market. Inventory 
costs include material, labor and overhead. Inventories are stated 
principally on a first-in, first-out (FIFO) basis.

Plant and equipment:

The Corporation provides for depreciation of plant and equipment 
principally on a straight-line basis by charges to income in amounts 
estimated to allocate the cost of these assets over their useful lives.  
Rates of depreciation vary among the several classifications as well as 
among the constituent items in each classification, but generally fall 
within the following ranges:

							 Years  
  Buildings and leasehold interests and improvements    5 - 40
  Machinery and equipment                               3 - 20

When property is sold or otherwise disposed of, the asset cost and 
accumulated depreciation are removed from the accounts and any resulting 
gain or loss is included in the statement of income.

Leasehold interests and improvements are amortized over the terms of the 
respective leases, or over their estimated useful lives, whichever is 
shorter.

Maintenance and repairs are charged to operations.  Renewals and 
betterments are capitalized.

Accelerated methods of depreciation are used for income tax purposes, and 
appropriate provisions are made for the related deferred income taxes.

Cost in excess of net assets of purchased businesses:

Cost in excess of net assets of purchased businesses acquired prior to 1971 
is not being amortized since, in the opinion of management, there has been 
no diminution in value.  For businesses acquired subsequent to 1970, the 
cost in excess of net assets of purchased businesses, aggregating 
$5,931,000 and $5,816,000 at December 31, 1995 and 1994, respectively, is 
being amortized over 40 years.  Accumulated amortization at December 31, 
1995 and 1994, was $1,265,000 and $1,099,000, respectively. Amortization 
expense of $150,000, $146,000 and $221,000 was recognized during 1995, 1994 
and 1993, respectively.

At each balance sheet date, the Corporation evaluates the realizability of 
its cost in excess of net assets of purchased businesses based upon 
expectations of nondiscounted cash flows and operating income for each 
division having a material cost in excess of net assets of purchased 
businesses balance.  Based upon its most recent analysis, the Corporation 
believes that no material impairment of its cost in excess of net assets of 
purchased businesses exists at December 31, 1995.

Intangibles:

Intangible assets of purchased businesses, net of amortization, are 
included in other assets and totaled $94,000 and $127,000 at December 31, 
1995 and 1994, respectively.  These items are amortized over their 
estimated lives, which generally range from three to twenty years.  
Amortization expense recognized was $33,000 during 1995, $159,000 during 
1994 and $217,000 during 1993.

Translation of foreign currencies:

Balance sheet accounts of foreign subsidiaries are translated at the rates 
of exchange in effect at the balance sheet date while income and expenses 
are translated at the monthly average rates of exchange in effect during 
the year.  The cumulative effect of such translation adjustments has been 
included as an increase to paid-in capital and was $2.3 million and $1.9 
million at December 31, 1995 and 1994, respectively.

Fair value of financial instruments

The carrying values of cash and cash equivalents, accounts receivable, 
accounts payable and accrued liabilities, approximate fair value due to the 
short-term maturities of these assets and liabilities.  

The interest rates on the notes receivable (see Note 3 to the Consolidated 
Financial Statements) are reset at least quarterly to reflect current 
market rates.  Consequently, the carrying values of the notes receivable 
approximate fair value. 

The carrying amount of the Corporation's short-term and long-term debt 
approximates fair value, since the debt is at floating rates or rates 
approximating rates currently offered to the Corporation for debt of the 
same remaining maturities.



(2)     Restructuring Costs and Provision For Litigation Costs

Pursuant to the restructuring plan adopted by Bairnco effective December 
31, 1993, restructuring costs totaling $5,743,000 (pre-tax) were recognized 
in the fourth quarter of 1993.  The restructuring costs were entirely 
attributable to programs underway at Bairnco's Kasco subsidiary to phase 
out unprofitable and low potential product lines and to rationalize Kasco's 
North American production facilities.  All but approximately $500,000 of 
the restructuring costs related to the revaluation of certain assets and 
other non-cash charges necessitated by the adoption of the restructuring 
plan.  The charges included a reduction of approximately $2.5 million in 
the carrying value of Kasco's cost in excess of net assets of purchased 
businesses as well as adjustments to the carrying values of inventory, 
machinery and equipment, and other current assets.

In the fourth quarter of 1993, Bairnco also recorded a $3,000,000 pre-tax 
provision for anticipated litigation expenses.  The litigation provision 
established a reserve for future litigation related expenditures resulting 
from the December 1993 bankruptcy filing by Bairnco's former subsidiary, 
Keene Corporation (see Note 11 to Consolidated Financial Statements), and 
the defense against claims that Bairnco is liable for injuries allegedly 
caused by asbestos-containing products manufactured or distributed by Keene 
or its predecessors.

After recognition of related tax benefits, these two items reduced income 
from continuing operations in 1993 by $6,263,000 or approximately $.60 per 
share. 



(3)     Discontinued Operations 

The restructuring plan adopted by Bairnco effective December 31, 1993, 
included a formal plan of divestiture relating to the businesses that 
comprised Bairnco's Specialty Construction Products segment and secure 
communications electronics operations.  Accordingly, these businesses were 
classified as discontinued operations for financial reporting purposes as 
of December 31, 1993.  

In connection with management's plan to sell these businesses, the 1993 
loss from operations for the discontinued operations included a charge to 
adjust the carrying values of the related assets and liabilities to their 
expected net realizable value of $12.4 million as of December 31, 1993 
which was comprised of estimated net sales proceeds and tax benefits 
associated with the divestitures.  The loss on discontinuance for the 
discontinued operations included provisions for estimated operating losses 
until divestiture and other costs expected to be incurred as a result of 
the divestiture plan.

During 1994 the majority of the Specialty Construction businesses were 
sold.  The smallest and last remaining operation of the Specialty 
Construction business was sold on December 29, 1995. The secure 
communications business was sold on November 30, 1995. The net sales price 
of the discontinued operations sold in 1995 was $2.6 million and consisted 
of $100,000 in cash and two promissory notes.  The current portion of the 
promissory notes is $550,000 and is included in Other Current Assets in the 
Consolidated Balance Sheet as of December 31, 1995.  The remaining 
$1,950,000 represents the net long term portion of the promissory notes and 
is included in Other Assets in the Consolidated Balance Sheet as of 
December 31, 1995.  No gain or loss was recognized on the sale of these 
operations in either 1994 or 1995.  

As part of the asset purchase agreements for the two discontinued 
operations disposed of in 1995, the Corporation has guaranteed certain 
lease payments of one facility and remains the lessee/guarantor of a second 
facility even though such obligations have been transferred to the 
respective buyers.  The total lease payments guaranteed as of December 31, 
1995 amounted to approximately $1.1 million.  In the event the Corporation 
is called upon to satisfy these guarantees, such payments would be offset 
by certain buyout provisions which could reduce the total lease payments by 
as much as $335,000, in addition to any recoveries from sub-leasing the 
property of which the Corporation remains the lessee/guarantor.

Net sales from the discontinued operations for the years ended December 31, 
1995, 1994 and 1993 were $10.6 million, $20.2 million and $22.8 million, 
respectively.  The 1995 and 1994 losses of the discontinued operations 
approximated the prior estimates.



(4)     Earnings per Share

Primary and fully-diluted earnings per share are equal within each of the 
years ended December 31, 1995, 1994 and 1993. Earnings per share are based 
on the weighted average number of common shares outstanding during the year 
as follows:

                              1995            1994            1993    

  Primary                  10,436,000      10,500,000      10,500,000 
  Fully-Diluted            10,440,000      10,500,000      10,500,000 

Primary and fully-diluted shares outstanding reflect all common stock 
equivalents (primarily outstanding stock options as described in Note 8 to 
the Consolidated Financial Statements) to the extent they are not 
antidilutive.



(5)     Income Taxes

	The components of income from continuing operations before income 
taxes and the provisions for domestic and foreign income taxes on continuing 
operations are as follows:
<TABLE>
<CAPTION>
                                   1995           1994           1993    
<S>                                <C>            <C>            <C>
Income (Loss) before Income Taxes:
  Domestic                         $11,360,000    $11,096,000    $ 3,116,000
  Foreign                            1,247,000        414,000       (490,000)
Total Income before Income Taxes   $12,607,000    $11,510,000    $ 2,626,000

Provision for Income Taxes:
  Domestic:
    Currently payable              $ 1,671,000    $ 3,731,000    $ 2,418,000
    Deferred                         2,413,000        751,000       (439,000)
  Foreign:
    Currently payable                  943,000       (135,000)       (19,000)
    Deferred                          (201,000)       (92,000)      (151,000)
Total Provision for Income Taxes   $ 4,826,000    $ 4,255,000    $ 1,809,000
</TABLE>
	Bairnco's restated net current and non-current deferred tax assets 
(liabilities) are comprised of the following at December 31:
<TABLE>
<CAPTION>
                                   1995           1994           1993
<S>                                <C>            <C>            <C>
Current Deferred Tax Items:
  Accrued Expenses                 $ 2,211,000    $ 2,528,000    $ 2,521,000
  Other                              1,185,000      1,236,000        974,000
  Tax Credit Carryforwards                --        1,177,000            -- 
Net Current Deferred Tax Asset       3,396,000      4,941,000      3,495,000

Non-Current Deferred Tax Items:
  Fixed Assets                      (2,650,000)    (2,749,000)    (2,196,000)
  Pensions                            (938,000)      (781,000)      (716,000)
  Intangible Assets                   (107,000)      (102,000)      (168,000)
  Other                                480,000       (111,000)      (152,000)
Net Non-Current Deferred Tax
  Liability                         (3,215,000)    (3,743,000)    (3,232,000)

Net Deferred Tax Asset             $   181,000    $ 1,198,000    $   263,000 
</TABLE>

	Management expects that future operations will generate sufficient 
taxable income to realize the existing net temporary differences.  As a 
result, the Corporation has not recorded any valuation allowances against its
deferred tax assets.

	As a result of tax benefits of approximately $1.1 and $7.7 million to
be realized from the discontinued operations sold in 1995 and 1994, 
respectively, certain reclassifications were made between current and 
deferred income taxes and net assets of discontinued operations.  Other 
current assets on the balance sheet include current income taxes receivable 
of $3,527,000 at December 31, 1994 due to the reclassifications.

	In 1995, 1994 and 1993 the Corporation's restated effective tax rates 
were 38.3%, 37.0% and 68.9%, respectively, of income from continuing 
operations before income taxes.  An analysis of the differences between these 
rates and the US federal statutory income tax rate is as follows:
<TABLE>
<CAPTION>
                                   1995           1994           1993
<S>                                <C>            <C>            <C>
Computed income taxes at statutory 
  rate                             $ 4,287,000    $ 3,910,000    $   893,000
State and local taxes, net of
  federal tax benefit                  205,000        310,000         63,000
Write-off of goodwill                      --             --         865,000
Dividend income                        193,000        185,000        160,000
Amortization of goodwill                 9,000         43,000         55,000
Foreign income taxed at different
  rates                                318,000       (368,000)        (4,000)
Tax credits                           (281,000)      (242,000)      (175,000)
Other, net                              95,000        417,000        (48,000)
Provision for income taxes         $ 4,826,000    $ 4,255,000    $ 1,809,000 
</TABLE>

	Audits of the federal income tax returns of the Corporation and its 
subsidiaries have been completed through 1992.

	Provision has not been made for US income taxes on approximately $3.2 
million of undistributed earnings of international subsidiaries.  These 
earnings could become subject to additional tax if they were remitted as 
dividends or if the Corporation should sell its stock in the subsidiaries.  
It is not practicable to estimate the amount of additional tax that might be 
payable on the foreign earnings; however, the Corporation believes that US 
foreign tax credits would largely eliminate any US income tax incurred.  



(6)     Accrued Expenses

Accrued expenses consisted of the following as of December 31, 1995 and 
1994, respectively:

                                  1995               1994     
	  
  Salaries and wages          $ 2,312,000        $ 2,521,000
  Income taxes                    360,000            315,000
  Insurance                     2,026,000          2,165,000
  Litigation                    1,942,000          2,163,000
  Other accrued expenses        5,125,000          4,017,000

    Total accrued expenses    $11,765,000        $11,181,000



(7)     Long-Term Debt

Long-term debt consists of the following as of December 31:

                                        1995               1994   

Revolving Credit Notes.......       $18,099,000        $23,553,000
Equipment Loans..............           290,000            464,000
Industrial Revenue Bonds.....         3,000,000          3,000,000
Other........................            33,000             48,000
                                     21,422,000         27,065,000
Less Current Maturities.....            186,000            201,000
  Total.....................        $21,236,000        $26,864,000

The Corporation has a credit agreement ("Credit Agreement") with a 
consortium of four banks which provides a secured, reducing revolving 
credit facility for maximum loan commitment at December 31, 1995 of $39 
million and a letter of credit facility of at least $10 million, 
although the letter of credit facility may be increased up to $20 
million with a corresponding decrease in the revolving credit facility. 
 At December 31, 1995,  $18.1 million of revolving credit was 
outstanding and payable in installments from 1996 to 1999.  In addition, 
$8.5 million of irrevocable standby letters of credit were outstanding 
under the Credit Agreement, which are not reflected in the accompanying 
consolidated financial statements. Approximately $5.2 million of the 
letters of credit guarantee various trade and insurance activities.  An 
outstanding $3.3 million letter of credit supports the Industrial 
Revenue Bonds. Interest rates vary on the revolving credit and are set 
at the time of borrowing in relationship to one of several reference 
rates, as selected by the Corporation at the time of the borrowing. 
Interest rates on the revolving credit outstanding at December 31, 1995, 
were 6.5% on US borrowings and ranged from 4.8% to 6.0% on European 
borrowings.  A commitment fee is paid on the unused portion of the total 
credit.

Substantially all of the assets of the Corporation and its US 
subsidiaries are pledged as collateral under the Credit Agreement, which 
expires on August 31, 1999.

The Credit Agreement contains covenants which require the Corporation to 
meet minimum interest coverage ratios and which limit the ratio of total 
liabilities to stockholders' investment as defined in the Credit 
Agreement.  In addition, minimum levels of stockholders' investment must 
be maintained.  The Credit Agreement also places certain restrictions on 
the declaration of dividends and repurchases of the Corporation's stock. 
 At December 31, 1995, future declarations of dividends and repurchases 
of Bairnco's stock, were limited to $2,247,000 plus 30% of future 
consolidated quarterly net earnings of the Corporation. In addition, the 
Credit Agreement contains a separate provision which allows the 
Corporation to repurchase up to an additional $5,000,000 of its stock. 
At December 31, 1995, future repurchases of the Corporation's stock were 
limited to $2,420,000 under this provision.  At December 31, 1995 the 
Corporation was in compliance with all covenants contained in the Credit 
Agreement.

The Corporation has equipment loans, mortgages and other debt outstanding 
at rates of 5.6% to 7.7% due in 1996 through 1998.  

The annual maturity requirements for amounts due after December 31, 1995, 
are summarized as follows:

Year Ended December 31,
1996                           $   186,000
1997                               126,000
1998                                11,000
1999                            18,099,000
2000                                   --   
Due after December 31, 2000      3,000,000
Total Long-Term Debt           $21,422,000



(8)     Stock Options

The Corporation has a stock incentive plan which was established in 1990 
("1990 Plan").  The 1990 Plan permits the grant of options to purchase not 
more than 2,500,000 shares of common stock.  The 1990 Plan provides for the 
grant of non-qualified options and options qualifying as incentive stock 
options under the Internal Revenue Code to key employees and each outside 
Director of the Corporation at an option price equal to the fair market 
value on the date of grant.  Non-qualified stock options may also be 
granted at book value.  The term of each option may not exceed 10 years 
from the date the option becomes exercisable (or, in the case of an 
incentive stock option, 10 years from the date of grant).  

A senior executive of the Corporation presently holds performance based, 
non-qualified stock options granted under the 1990 Plan to purchase a total 
of 250,000 shares of common stock at option prices equal to the fair market 
value or book value on the date of grant. These performance options become 
exercisable in equal installments if levels of $.70, $.75 and $.80 of net 
income per share are attained by the Corporation during calendar years up 
through 1995 (with only one installment becoming exercisable for a given 
year) or, become fully exercisable on the tenth anniversary of the date of 
grant if the executive is still employed by the Corporation.  On January 
28, 1993, 83,333 of these options became exercisable as a result of the 
Corporation's earnings performance for 1992.  On January 25, 1996, an 
additional 83,333 of these options became exercisable as a result of the 
Corporation's earnings performance for 1995.  These options remain 
exercisable for ten years from the date they first become exercisable. 

Changes in the stock options granted under the 1990 Plan during 1995 and 
1994 were as follows:

                                                 1995            1994
Outstanding options between $3.375 and
  $8.25, beginning of year                      982,150       1,086,287
Options granted between $4.00 and 
  $5.875 per share                               21,600          32,500
Options canceled between $3.375 and
  $7.75 per share                              (176,425)       (136,637)
Options exercised between $3.375 and
  $5.25 per share                              (110,375)            --  
Outstanding options between $3.375 
  and $8.25 per share, end of year              716,950         982,150

Exercisable options between $3.375 and 
  $8.25 per share, end of year                  506,917         666,397

At December 31, 1995 and 1994, 1,556,200 and 1,401,375 shares, 
respectively, were available for option grants under the 1990 Plan.  There 
were no charges to income in connection with stock option activity during 
the years presented.



(9)  Pension Plans

The Corporation has several pension plans which cover substantially all of 
its employees.  The benefits paid under these plans generally are based on 
employees' years of service and compensation during the last years of 
employment.  Annual contributions made to the US plans are determined in 
compliance with the minimum funding requirements of ERISA using a different 
actuarial cost method and actuarial assumptions than are used for 
determining pension expense for financial reporting purposes.  Plan assets 
consist primarily of publicly traded equity and debt securities.  The 
Corporation maintains unfunded supplemental plans in the United States to 
provide retirement benefits in excess of levels provided under the 
Corporation's other plans.  The Corporation's foreign subsidiaries provide 
retirement benefits for employees consistent with local practices.  The 
foreign plans are not significant in the aggregate and therefore are not 
included in the following disclosures. 

The following table describes the funded status of US pension plans. 
Overfunded plans are those in which the amount provided for future benefits 
(fair value of plan assets) exceeds the accumulated benefit obligation 
(actuarial present value of benefits earned to date based on present pay 
levels).
<TABLE>
<CAPTION>
                                      1995                          1994
                            Overfunded     Underfunded    Overfunded     Underfunded
<S>                         <C>            <C>            <C>            <C>  
Actuarial present value of
  benefit obligation:
    Vested                  $(18,137,000)  $(2,409,000)   $(15,580,000)  $(2,190,000)
    Non-vested                  (427,000)      (66,000)       (430,000)      (43,000)
Accumulated benefit
  obligation                 (18,564,000)   (2,475,000)    (16,010,000)   (2,233,000)
Additional amounts related
  to projected pay increases  (2,670,000)      (69,000)     (2,224,000)      (57,000)
Projected benefit obligation (21,234,000)   (2,544,000)    (18,234,000)   (2,290,000)
Plan assets at fair value     20,172,000     1,587,000      17,841,000     1,338,000
Projected benefit obligation
  in excess of plan assets    (1,062,000)     (957,000)       (393,000)     (952,000)
Unrecognized net transition
  obligation                     334,000       330,000         491,000       369,000
Unrecognized prior service
  cost                           (61,000)      116,000          (4,000)      139,000
Unrecognized net loss          2,514,000       307,000       1,956,000       262,000
Adjustment to recognize
  minimum liability                  --       (685,000)            --       (713,000)
Prepaid (accrued) pension
  cost recognized in balance
  sheet at September 30        1,725,000      (889,000)      2,050,000      (895,000)
Fourth quarter accruals         (225,000)      (48,000)       (147,000)      (51,000)
Fourth quarter contributions     169,000        44,000         179,000        42,000
Effect of curtailment            (36,000)          --         (136,000)          -- 
Prepaid (accrued) pension
  costs at December 31      $  1,633,000   $  (893,000)   $  1,946,000   $  (904,000)
</TABLE>

The discount rate used in determining the actuarial present value of the 
projected benefit obligations in the table above was 7.5% at September 30, 
1995 and 8% at September 30, 1994.  The rate of projected pay increases, 
where applicable, was 5% at both September 30, 1995 and 1994.  The expected 
long-term rate of return on retirement plan assets was 9% at both September 
30, 1995 and 1994.
    
Net periodic pension cost for the US plans included the following:
<TABLE>
<CAPTION>
                                   1995           1994           1993
<S>                                <C>            <C>            <C> 
Service cost-benefits earned
  during the year                  $   858,000    $   915,000    $   962,000
Interest cost on projected
  benefit obligation                 1,646,000      1,493,000      1,405,000
Return on plan assets:
  Expected return-(gain)            (1,666,000)    (1,803,000)    (1,661,000)
  Asset gain (loss)                  2,879,000     (2,774,000)       242,000
Actual return-(gain) loss           (4,545,000)       971,000     (1,903,000)

Net amortization and deferral        3,135,000     (2,584,000)       471,000
Net periodic pension cost          $ 1,094,000    $   795,000    $   935,000 

</TABLE>

(10) Business Segment Data 

The Corporation operates two distinct businesses: Arlon - Engineered 
Materials and Components' segment; and, Kasco - Replacement Products and 
Services' segment.  Information about the Corporation's major lines of 
business for the years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                              Segment                                      Depreciation
                              Operating                      Capital           and
                Net Sales     Profit(Loss)     Assets <F1>   Expenditures  Amortization
<S>             <C>           <C>              <C>           <C>           <C>
1995

Arlon           $ 99,391,000  $ 15,389,000     $ 55,108,000  $  1,999,000  $  3,274,000
Kasco             51,116,000     2,889,000       38,690,000     2,805,000     2,975,000
Corporate                --     (3,645,000)       4,398,000        27,000        65,000
  Total         $150,507,000  $ 14,633,000     $ 98,196,000  $  4,831,000  $  6,314,000

1994

Arlon           $ 92,214,000  $ 15,712,000     $ 50,234,000  $  2,084,000  $  3,562,000
Kasco             53,308,000     2,197,000       39,317,000     3,083,000     2,874,000
Corporate                --     (4,255,000)       9,692,000         9,000        66,000
  Total         $145,522,000  $ 13,654,000     $ 99,243,000  $  5,176,000  $  6,502,000

1993

Arlon           $ 82,397,000  $ 12,884,000     $ 48,870,000  $  2,673,000  $  3,523,000
Kasco:          
  Operations      52,561,000     5,625,000       40,205,000     3,617,000     3,096,000
  Restructuring          --     (5,743,000)             --            --            --
                  52,561,000      (118,000)      40,205,000     3,617,000     3,096,000
Corporate                --     (7,892,000)<F2>   6,472,000        28,000        81,000
  Total         $134,958,000  $  4,874,000     $ 95,547,000  $  6,318,000  $  6,700,000

<FN>
<F1>    Excludes net assets of discontinued operations of $3,529,000 and 
        $12,434,000 for 1994 and 1993, respectively.
<F2>    Includes $3.0 million provision for anticipated litigation costs - 
        See Note 2 to Consolidated Financial Statements.
</FN>
</TABLE>

The Corporation has operations in Canada and several European countries. 
Information about the Corporation's operations by geographical area for 
the years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                       Segment
                                       Operating
                       Net Sales       Profit(Loss)       Assets <F1>  
<S>                    <C>             <C>                <C>
1995

United States          $122,510,000    $ 12,797,000       $ 77,917,000
Foreign                  27,997,000       1,836,000         20,279,000

  Total                $150,507,000    $ 14,633,000       $ 98,196,000

1994

United States          $119,045,000    $ 12,754,000       $ 80,579,000
Foreign                  26,477,000         900,000         18,664,000

  Total                $145,522,000    $ 13,654,000       $ 99,243,000

1993

United States          $108,132,000    $  7,475,000 <F2>  $ 76,165,000
Foreign                  26,826,000      (2,601,000)<F3>    19,382,000

  Total                $134,958,000    $  4,874,000       $ 95,547,000
		     
<FN>
<F1>    Excludes net assets of discontinued operations of $3,529,000 and 
        $12,434,000 for 1994 and 1993, respectively.
<F2>    After $4,736,000 of restructuring and litigation costs - see Note 2 
        to Consolidated Financial Statements.
<F3>    After $4,007,000 of restructuring costs - see Note 2 to Consolidated
        Financial Statements.
</FN>
</TABLE>

(11)    Contingencies

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.  In 
1993, Bairnco and certain of its present and former officers and directors 
were also named as defendants in two purported class actions in which the 
same types of claims were made.  Both of these purported class actions, 
which were consolidated in the United States District Court for the 
Southern District of New York, were subsequently stayed by order of the 
Bankruptcy Court for the Southern District of New York, as described in the 
following paragraph.

On December 6, 1993, Keene filed for protection under Chapter 11 of the 
Bankruptcy Code.  The filing and certain subsequent proceedings led to a 
stay of the asbestos-related individual and class actions referred to 
above.  On May 5, 1995, the Bankruptcy Court overseeing the reorganization 
of Keene entered an order allowing the Creditors' Committee to assume from 
Keene responsibility for the pursuit of claims arising out of the transfer 
of assets for value by Keene to other subsidiaries of Bairnco and the spin-
offs of certain subsidiaries, including Keene, by Bairnco.  On June 8, 
1995, the Creditors' Committee commenced an adversary proceeding in the 
Bankruptcy Court against Bairnco and others alleging that the transfers of 
assets by Keene were fraudulent and otherwise violative of law and seeking 
compensatory damages of $700 million, plus interest and punitive damages.  
Bairnco and other defendants have sought to have the proceeding removed to 
the United States District Court for the Southern District of New York to 
the judge before whom the class actions described above are pending.  Their
application for such transfer is pending.  Bairnco and other defendants in 
the adversary proceeding have reached an agreement in principle with 
respect to the transfer of the adversary proceeding to the District Court 
(following the confirmation of Keene's plan of reorganization).  The 
agreement is, however, subject to final documentation and requires the 
approval of the Bankruptcy Court before it can become effective.  In the 
meantime, no answers or responsive pleadings have been filed in the 
adversary proceeding, and all proceedings have been stayed.

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 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, notwithstanding certain provisions 
of tax sharing agreements between Keene and Bairnco.  (After filing this 
action, Keene ceded control of the action to the Creditors' Committee.)  
Pending resolution of the dispute by the Bankruptcy Court, any refunds 
actually received are to be placed in escrow.  Through December 31, 1995, 
approximately $12.1 million of refunds had been received and placed in 
escrow.  Subsequent to yearend, an additional $16.4 million of refunds were 
received and placed in escrow.  There can be no assurance whatsoever that 
resolution of the dispute with Keene will result in the release of any 
portion of the refunds to Bairnco. 

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 December 31, 1995.




CORPORATE INFORMATION

Corporate Office
Suite 300, 2251 Lucien Way
Maitland, Florida, 32751
407-875-2222

Principal Facilities
Bear, Delaware
City of Industry, California
East Providence, Rhode Island
Rancho Cucamonga, California
St. Louis, Missouri
Santa Ana, California
Vancouver, B.C., Canada
Toronto, Ontario, Canada
Antwerp, Belgium
Gwent, Wales, United Kingdom
Paris, France
Pansdorf, Germany

Transfer Agent and Registrar
Trust Company Bank
P.O. Box 4625
Atlanta, Georgia 30302
404-588-7815

Independent Certified Public Accountants
Arthur Andersen LLP
200 South Orange Avenue, Suite 2100
Orlando, Florida, 32801
407-841-4601

Stock Listing
Bairnco common stock is listed on the New York Stock Exchange.
Symbol - BZ.

Annual Meeting
The annual stockholders meeting will be held at the Sheraton Orlando North,
600 North Lake Destiny Road,
Maitland, Florida, 32751,
on April 19, 1996 at 9:00 a.m.

Form 10-K
Stockholders may obtain without charge a copy of Bairnco's Form 10-K filed 
with the Securities and Exchange Commission by writing to Investor 
Relations at the Corporate Office address.

Investor Relations Information
Contact Investor Relations at Bairnco's Corporate Office. 




BAIRNCO CORPORATION
Suite 300, 2251 Lucien Way
Maitland, Florida 32751
407-875-2222
FAX 407-875-3398