BAIRNCO CORPORATION
1999 ANNUAL REPORT
Our mission

Bairnco  is  an  organization of people committed to providing  value-added
industrial and commercial products and services to niche markets which meet
or   exceed  our  customers'  requirements  leading  to  the  creation   of
stockholder and employee value.

Our strategy

Bairnco  strives  to  develop  true  partnership  relationships  with   its
customers in 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 customers.

Bairnco implements this mission and strategy through two business segments:

Engineered  materials  and components are designed, manufactured  and  sold
under the Arlon brand identity.

Replacement  products and services are manufactured and  distributed  under
the Kasco brand identity.

Our 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:

  15% compound rate of earnings growth

  20% return on stockholders' investment

  15% return on total capital employed.


Our values

Values are the core of Bairnco's corporate culture.  They are the basis for
the  decisions made regarding the development and deployment of people, the
improvement   and   investment  in  processes,  and  the  manufacture   and
distribution of products.

Bairnco's values are:
  Personal and corporate integrity
  The inevitability and opportunity of change
  Continuous improvement and development
  Total customer satisfaction
  Decentralized organization and empowered employees
  Superior rewards for superior performance
  Have fun - enjoy your work and your life.



                     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                     13
                     Report of Independent Certified Public Accountants  14
                     Consolidated Financial Statements                   15
                     Notes to Consolidated Financial Statements          19


FINANCIAL HIGHLIGHTS

                                                                Percent Change
(In thousands except per share data) 1999     1998     1997     99/98    98/97

Net Sales                            $168,881 $156,456 $158,708    8%     (1%)

Operating Profit                     $ 15,002 $  4,529 $ 15,592  231%    (71%)

Net Income                           $  8,641 $  1,594 $  8,771  442%    (82%)

Diluted Earnings per Share           $   1.08 $   0.18 $   0.94  500%    (81%)

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

Stockholders' Investment per
 Average Diluted Common Share
 Outstanding                         $   6.24 $   5.27 $   5.61   18%     (6%)

Total Assets                         $119,145 $118,555 $109,286    0%      8%

Stockholders' Investment             $ 50,167 $ 46,438 $ 52,469    8%    (11%)

Average Diluted Common Shares
 Outstanding                            8,038    8,818    9,350   (9%)    (6%)


(Data for Bar Charts for Five Years 1995 to 1999; in 000's)


  Year    Net Sales   Operating Profit   Net Income    Diluted Earnings
                                                       per Share

  1995    $150,507    $14,633            $7,781        $0.75
  1996    $150,234    $14,956            $8,335        $0.85
  1997    $158,708    $15,592            $8,771        $0.94
  1998    $156,456    $ 4,529            $1,594        $0.18
  1998(a) $156,456    $12,029            $6,320        $0.72
  1999    $168,881    $15,002            $8,641        $1.08

(a)  Prior  to impact on operating profit, net income and diluted  earnings
per  share of $7.5 million (pre-tax) provision for litigation costs in  the
fourth quarter of 1998.












LETTER TO OUR STOCKHOLDERS


1999   was   a  good  year  for  Bairnco.  Sales  and  earnings  increased.
Productivity  improved.  Our management team was further  strengthened  and
deepened.  The  MII  acquisition made at  the  end  of  1998  was  smoothly
integrated  into  Arlon. Subsequent to year-end, we acquired  Signtech  and
increased  Bairnco's  credit  facility  to  $75  million.  We  continue  to
repurchase our stock. Bairnco's financial condition remains strong. 2000 is
expected to be a year of continued growth in sales and earnings.

FINANCIAL RESULTS

1999  consolidated sales increased 7.9% to $168,881,000.   Sales  from  new
products  developed  in the past five years accounted for  12.8%  of  total
sales in 1999 compared to 8.0% of sales in 1998. Bairnco's goal is to  have
25%  of  annual sales from new products developed and acquired  within  the
last five years.

In  1999,  gross  profit increased 9.0% to $55,147,000  with  gross  profit
margins  improving  to  32.7%  from 32.3%  last  year.   A  number  of  our
operational teams made significant improvements. Productivity improved 8.2%
as  measured  by  sales  per  employee which  increased  to  $205,950  from
$190,340. This accomplishment was due to the efforts of all our employees.

Selling  and administrative expenses increased 4.1% to $40,145,000 in  1999
compared  to  $38,554,000 in 1998, excluding the $7,500,000  provision  for
litigation costs taken in 1998. As a percent of sales, these expenses  were
reduced  to  23.8%  from 24.6% in 1998. Research and  development  expenses
increased 19.3% as Bairnco invested in the development of new products  and
improved quality.

Earnings  before  interest  and  taxes  were  $15,002,000,  up  24.7%  from
$12,029,000  excluding the provisions for litigation  costs  in  1998.  The
growth  is  primarily attributable to increased gross profit and controlled
expenses.

Income before taxes increased to $12,898,000 from $2,531,000 in 1998.

Net  income  increased to $8,641,000 or $1.08 per share from $1,594,000  or
$.18  per  share  in 1998. The provision for litigation costs  reduced  net
income  in  1998 by $4,726,000, or approximately $.54 diluted earnings  per
common share. The diluted average number of shares outstanding in 1999  was
8,038,000   an   8.8%  decrease  from  8,818,000  diluted  average   shares
outstanding in 1998.

ACQUISITION
On  February  16, 2000, Bairnco purchased certain assets of  the  materials
business  ("Signtech")  of  Signtech  USA,  Ltd.  for  approximately  $14.5
million.  Signtech's  sales  for the year  ended  December  31,  1999  were
approximately $16.0 million.

Signtech  manufactures and distributes flexible reinforced vinyl  materials
used  as the substrate in flexible faced sign systems.  Signtech's products
are  sold  primarily  on  a  specification basis  for  corporate  specified
programs   using   various  striping,  heat  transfer  and   screen   print
applications.  Signtech has a strong presence in international markets.

The  acquisition  will  complement Arlon's  graphic  films  and  industrial
products  with  product  line  extensions,  additional  brand  recognition,
product  development synergies, and penetration into new customer  segments
and  markets.   The  acquisition  will  also  expand  Arlon's  coating  and
converting capacity.

FINANCIAL MANAGEMENT
Return  on  capital  employed increased to 11.9% from 8.9%  last  year  and
return  on  stockholders' investment in 1999 increased to 18%  compared  to
12.4%  last year. The 1998 returns exclude the impact of the provision  for
litigation costs.

In  1999, Bairnco's Board of Directors authorized the repurchase of  up  to
$5,000,000 of its common stock.  This was in addition to still unused prior
authorizations of $2.6 million as of January 1, 1999.  During the year  the
company  repurchased  497,900  shares for  $2.9  million.   The  Board  has
authorized  management  to continue its stock repurchase  program  in  2000
subject to market conditions and capital requirements of the business.   At
year-end $4.7 million was available for additional stock repurchases.   The
Board  may  consider  additional authorizations if appropriate  during  the
year.

Subsequent  to  year-end,  Bairnco amended its secured  reducing  revolving
credit  agreement. The amendment effectively extended the  expiration  date
from  December  31,  2003 to February 22, 2005, and  increased  the  credit
facility  from $50 million at December 31, 1999 to $75 million.  After  the
Signtech  acquisition  approximately $27 million was unused  and  available
under the credit agreement.

Working capital management improved during the year. Working capital  as  a
percent of sales decreased from 21.3% to 19.7%.

Net  cash  flows provided by operating activities were $15,668,000.   These
cash  flows were more than sufficient to cover operating requirements, fund
Bairnco's  capital  expenditure program, pay dividends,  purchase  treasury
stock, while still permitting us to reduce debt by $6,391,000. Consequently
1999  total  debt decreased to $31,283,000 from $37,844,000 at the  end  of
1998.  Debt as a percent of equity decreased to 62.4% from 81.5% in 1998.

Bairnco made $5,670,000 of capital expenditures in 1999 as compared to  its
plan  of  approximately $8.2 million. Capital expenditures were focused  on
cost  reduction  projects,  equipment  replacements,  and  new  information
systems software and hardware that were installed during the year.

Total  capital  expenditures in 2000 are expected to be approximately  $8.9
million.  Depreciation and amortization is estimated  to  be  approximately
$8.0   million.   The   planned   capital  expenditures   include   quality
improvements,   cost   reduction   projects   replacements,   new   product
developments,  new processing equipment, information systems  hardware  and
software, and limited capacity additions.

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

MANAGEMENT
There were significant positive additions and changes in the Bairnco
management team.

Larry D. Smith became Vice President of Administration and Secretary of
Bairnco on April 26, 1999. He is responsible for our human resources
functions, coordination of the Six-Sigma program, and administration. Larry
came to Bairnco from Emerson Electric where he most recently was Vice
President, Human Resources, Therm-o-Disc, Inc.  He previously was Corporate
Director, Employee Relations and Communications, with Emerson Electric
Company at the corporate headquarters in St. Louis, MO.

J.  Robert  Wilkinson,  Vice  President Finance  and  Treasurer,  made  the
decision to retire from Bairnco effective March 31, 2000.  Bob assumed  the
title  Chief Financial Officer Emeritus effective December 31,  1999.   Bob
has been with Bairnco fourteen years. He has made many contributions to the
Company.  We all will miss him and wish him many happy years in retirement.
Bob  developed a strong financial team at Bairnco which has resulted  in  a
seamless  transition.  Consequently,  effective  December  31,  1999,   Jim
Lambert,  Controller, was promoted to Vice President Finance and  Treasurer
of  Bairnco  Corporation,  and  Larry Maingot,  Assistant  Controller,  was
promoted to Controller of Bairnco Corporation.

Brian E. Turner became President of Kasco on November 10, 1999. Brian  came
to Kasco from Allied Signal, Inc. where he was a Director of Marketing. His
experience includes an overseas assignment as the Managing Director  of  an
operation in the Netherlands.

During 1999 the management development program, which is one of the keys to
our  future success, continued to make progress in all operations.  Further
additions  and  changes  were  made to continue  to  strengthen  operations
management  which  has lead to continuous improvement in efficiencies.   We
have  strengthened  our  sales and marketing  teams  to  further  penetrate
certain  market  segments.  The development  of  management  talent  is  an
essential  ingredient to both internal and acquisition growth. The  ongoing
improvement  and development of all our employees remains  a  critical  and
never-ending element for Bairnco's success.

During  1999, the Six-Sigma program was expanded to most of our  operations
as  part  of  our continuous improvement program.  The initial training  is
complete  and  we  began to see the benefits from specific  programs.   For
2000, additional projects have been selected and training will be expanded.
We  expect  this  program  to  accelerate the yields  from  our  continuous
improvement program.

OUTLOOK
In  2000  we  expect  "GDP" type growth in most of our  industrial  markets
served  assuming  the Federal Reserve negotiates a gentle  slowing  of  the
economy.  Additional  growth  is  expected from  continued  penetration  in
certain  market  segments,  new  products  and  the  Signtech  acquisition.
Earnings  are  expected  to  grow both from  improved  sales  and  improved
productivity.

The  continuing  dedication  and excellent  performance  of  our  teammates
remains  the  key to our past and future success. We are all  dedicated  to
making 2000 a year of continuing improvement.

Respectfully yours,




Luke E. Fichthorn III
Chairman and CEO
Arlon Engineered Materials and Components

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

Arlon  Materials  for Electronics has an international  reputation  as  the
premier supplier of high technology materials for the printed circuit board
industry.  These products are marketed principally to printed circuit board
manufacturers  and OEM's by strong technical sales representatives  in  the
U.S.  and through distributors and manufacturers representatives in Europe,
the  Far  East,  and  South America, supported by  direct  technical  sales
specialists in Europe and Asia.

Our  Electronic  Substrates product line includes  high  temperature,  high
performance thermoset laminates and prepreg bonding plies used  in  circuit
boards  for sophisticated commercial applications and military electronics.
These  applications  require materials that are highly reliable,  withstand
high  continuous or widely varying operating temperatures, provide ease  of
field repairability, and improve board fabrication yields.  Other specialty
laminates,  many of which are based on specialized resin-coated  substrates
provide  improved product reliability and ease of manufacture for  wireless
and  high  density  interconnect (HDI) applications at a  lower  cost  than
alternative technologies.  Electronic Substrates also offers a  very  broad
line  of  specialized  prepregs for heat sink bonding,  use  in  flex-rigid
boards,  for  metal core board hole-filling, and other specialized  printed
wire  board applications.  These materials can be tailored to the  specific
applications for which they are used.

The Microwave Materials product line offers application-matched, reinforced
PTFE  and  other  resin  based laminates providing  high  yields  and  high
performance   for   low   signal-loss  and  frequency-dependent   microwave
applications.  These PTFE laminates are also offered with bonding plies for
multi-layer  applications.  The applications for this product line  include
microwave  antennas, digital cordless telephones, cellular phone  handsets,
cellular  phone  base  stations,  direct broadcast  satellite  TV  systems,
personal communications networks, global positioning satellites, local area
networks,  collision avoidance systems, and radar detection systems.   With
the  continuing  proliferation  of  wireless  applications  there  will  be
continued aggressive growth opportunities for the Microwave product line.

Progress  continued  both in new PTFE product line extensions  and  further
commercialization  of  recently  developed products  serving  the  wireless
market:

 Arlon's 25N series, a laminate system based on aromatic polyolefin  resin
  that  offers  many of the performance advantages of PTFE  materials  with
  the  cost  and processing advantages of traditional thermoset  materials,
  is  targeted for commercial electronics.  This product is currently being
  used  in  cellular  phones, Direct Broadcast Satellite TV,  and  cellular
  antennas.
 Arlon's  Thermount  nonwoven,  aramid  reinforced  materials  offer  many
  advantages  for  specialty  applications  at  a  more  attractive   cost-
  performance   ratio   than   woven  aramids  or   buried   metal   cores.
  Applications include cellular phones and other telecom uses, as  well  as
  military and commercial avionics and missile systems.
 Arlon's  AD Series substrate materials, a specialized PTFE based laminate
  family  that  offers  all the performance characteristics  of  PTFE  with
  lower cost, is targeted for higher volume commercial applications.
 Arlon's  33N  and 35N polyimide laminate systems provide high temperature
  capability for applications involving extreme environments.  These products
  are  used  in military hardware boards and semiconductor burn-in  circuit
  boards.


PHOTO  -  Advances in printed circuit boards are requiring  higher  quality
materials.  In order to meet these demands, Arlon must continuously improve
its  clean  room technology. Lay-up operators at the Rancho  Cucamonga,  CA
facility  assemble Arlon's polyimide laminates for pressing using  a  newly
installed  tacking machine which removes minute particles of  contamination
from the press plates used in the manufacturing process.

Arlon  manufactures  and  markets, under the Calon  brand  name,  cast  and
calendered  vinyl  films  in  a wide variety of  colors,  face  stocks  and
adhesive  systems.  These vinyl films are used in commercial and electrical
signage,  point of purchase displays, highway signage, fleet markings,  and
other commercial advertising applications.

PHOTO  - Arlon's 22T Series films, manufactured at the Northbrook, Illinois
facility,  are  designed for easy removal after up to  2  years  of  rugged
outdoor  use.   The  films  are ideal for markings  on  leased  fleets  and
containers,  advertisements  on  motor  and  railway  coaches,  billboards,
signage, and point-of-purchase displays.

We  have continued to invest in new product development and to improve  the
quality  of our current product line. During 1999 we developed an  improved
adhesive  system for our cast translucent vinyl which improves efficiencies
to  our  customers  when manufacturing sign faces. Arlon also  undertook  a
significant  program to expand the range of available colors and  specialty
face  stocks to broaden our product offering to meet the needs  of  several
new customers.

PHOTO - With its equipment and product upgrades, and its material
compatability programs, Arlon has begun penetrating the corporate
specification markets as evidenced by the KFC program observed above.
Arlon's translucent vinyl films manufactured at the Santa Ana, CA facility,
were written into the KFC program specifications along with Cooley's
flexface material.

In  February of 2000 Arlon announced it had purchased certain assets of the
materials  business ("Signtech") of Signtech USA, Ltd., a  manufacturer  of
laminated  vinyl  fabrics  designated for use in  the  commercial  graphics
market.   Signtech's product lines complement Arlon's current vinyl product
lines,   and  will  provide  product  line  extensions,  additional   brand
recognition,  product  development  synergies,  and  penetration  into  new
customer segments and markets.

Arlon  also manufactures and markets custom-engineered laminates and coated
products. Typical applications include insulating foam tapes for thermopane
windows,   specialty  flexible  circuit  materials,  electrical  insulation
materials  for  motors  and  transformers, thermal  insulation  panels  for
appliances  and  cars,  identification cards and labels,  durable  printing
stock,  and  other  custom  engineered laminates  for  specific  industrial
applications.

The  keys  to  Arlon's  success in custom-engineered laminates  and  coated
products  are our knowledge base of materials and adhesives technology  and
our  understanding  of  customer applications.   Our  sales  engineers  and
product  managers are dedicated to understanding customer requirements  and
developing product specifications that meet those customer needs.


PHOTO  -  The newly installed automatic windup on the silicone calender  at
the  Bear,  DE plant has increased throughput while significantly improving
the  quality of the product. The automatic windup senses changes in tension
and automatically makes continuous adjustments throughout the run.

PHOTO - New semi-automatic barrel-feeding equipment allows the operator  to
concentrate  on  in-line  inspection to ensure  quality  product  from  the
silicone tape extruding line at the Bear, DE plant.


Arlon  manufactures a line of silicone rubber materials  used  in  a  broad
range   of   consumer,   industrial  and  commercial   products.    Typical
applications and products include:

 Silicone sheet rubber for producing composite parts
 Silicone rubber insulating tapes for electric traction motor coil windings
 Insulation for industrial and commercial flexible heaters
 Silicone products for high temperature hose and duct markets
  Insulating  tape  for  medium  and high voltage  electrical  splices  and
terminations
  Compliant,  thermally or electrically conductive silicone sheet  adhesive
known as ThermabondT

In  2000  we  will  focus application development efforts  on  a  new  high
temperature  UL  approved compound, foil laminated  heater  products,  high
performance  hose and duct materials and retail opportunities  for  fusible
tape applications.


Kasco Replacement Products and Services

Kasco is a leading manufacturer and distributor of products and services to
the  meat,  deli and seafood departments of supermarkets; to meat,  poultry
and  fish  processing  plants;  and to manufacturers  and  distributors  of
electrical saws and cutting equipment throughout the United States,  Canada
and Europe.  These products and services include:

 Band saw blades for cutting meat and fish
 Saw blades for cutting wood and metal
 Chopper plates and knives for grinding meat
 Electrical saws and cutting machines
 Seasoning products
 Preventive maintenance for equipment in meat and deli operations
 Other related butcher supply products.

Kasco  has  manufacturing operations in St. Louis, Missouri; Gwent,  Wales,
United Kingdom; and Pansdorf, Germany.  In addition, there are distribution
facilities in Montreal, Canada and Paris, France.

Kasco  has  a  significant distribution network that  reaches  over  30,000
retail grocery stores, restaurants, delis, and processing plants in the US,
Canada,  Europe, Latin America and Asia.  Kasco's distribution  network  is
made  up of Territory Managers and Distributors who have in-depth knowledge
of  the  local  markets and the customer's needs.  Kasco has  an  extensive
training  program for its Territory Managers so that each is proficient  in
the  installation, repair, and service of meat, deli and seafood department
equipment.

Within  our extensive market coverage of retail grocery stores, Kasco  also
offers  a  unique  product  offering  of  seasoning  blends,  recipes   and
instructions  under  the  tradename Mealtime  SolutionsT,  which  allows  a
supermarket to present value-added products in their meat, deli and seafood
departments.  The Mealtime SolutionsT seasoning program continues to  be  a
success  as  sales  for  home  meal replacement items  within  supermarkets
increase.

PHOTO  - Kasco's Mealtime SolutionsT seasoning program offers a package  of
seasoning  blends, recipes and instructions which allows a  supermarket  to
present an attractive, ready-to-cook home meal to its customers.





Directors

1.Luke E. Fichthorn III
  Chairman and CEO
  Bairnco Corporation

2.Charles T. Foley *
  President
  Estabrook Capital Management, Inc.

3.Richard A. Shantz *
  Private Investor

4.William F. Yelverton  *
  CEO
  LiveInsurance.com

* Audit Committee member

Management:

1.Robert M. Carini
  Vice President
  Arlon, Inc.

2.James W. Lambert
  Vice President Finance & Treasurer
  Bairnco Corporation

3.Lawrence C. Maingot
  Controller
  Bairnco Corporation

4.Elmer G. Pruim
  Vice President
  Arlon, Inc.

5.Larry D. Smith
  Vice President Administration & Secretary
  Bairnco Corporation

6.Brian E. Turner
  President
  Kasco Corporation

FINANCIAL HISTORY

                                 1999      1998     1997     1996     1995
Summary of Operations
 ($ in thousands)

Net sales                        $168,881  156,456  158,708  150,234  150,507
Gross profit                     $ 55,147   50,583   53,996   52,536   53,317
Operating profit                 $ 15,002    4,529   15,592   14,956   14,633
Interest expense, net            $  2,104    1,998    1,834    1,725    2,026
Income before income taxes       $ 12,898    2,531   13,758   13,231   12,607
Provision for income taxes       $  4,257      937    4,987    4,896    4,826
Net income                       $  8,641    1,594    8,771    8,335    7,781
Return from operations on:
    Net sales                    %    5.1      1.0      5.5      5.5      5.2
    Stockholders' investment     %   18.0      3.1     17.4     17.2     16.7
    Capital employed             %   11.9      3.3     12.2     12.3     11.9

Year-End Position
 ($ in thousands)
Working capital                  $ 33,256   33,259   35,712   30,341   28,350
Plant and equipment, net         $ 39,682   41,402   39,913   38,276   34,449
Total assets                     $119,145  118,555  109,286  102,600   98,196
Total debt                       $ 31,283   37,844   30,318   28,179   24,578
Stockholders' investment         $ 50,167   46,438   52,469   49,464   48,024
Capital employed                 $ 81,450   84,282   82,787   77,643   72,602

Per Common Share Data
Income from continuing
 operations - Basic              $   1.08     0.18     0.96     0.85     0.75
            - Diluted            $   1.08     0.18     0.94     0.85     0.75
Cash dividend                    $   0.20     0.20     0.20     0.20     0.20
Stockholders' investment         $   6.43     5.61     5.83     5.25     4.74
Market price:
    High                         $      8   11-3/8   11-1/4    8-1/2        6
    Low                          $  4-5/8   5-9/16    6-3/8    5-1/2    3-7/8

Other Data (in thousands)
Depreciation and amortization    $  7,365    6,688    6,516    6,305    6,314
Capital expenditures             $  5,670    5,976    8,789   10,131    4,831
Average common shares outstanding   7,965    8,655    9,151    9,753   10,433
Diluted common shares outstanding   8,038    8,818    9,350    9,851   10,440

Current ratio                         2.1      2.2      2.6      2.4      2.2
Number of common stockholders       1,356    1,436    1,574    1,773    1,967
Average number of employees           820      822      850      825      874
Sales per employee               $205,950  190,340  186,710  182,100  172,200






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 15.

Results of Operations: 1999 Compared to 1998

1999 consolidated sales increased 7.9% to $168,881,000 from $156,456,000 in
1998.   Arlon's sales increased 12.0%, due to the full year effect  of  the
acquisition  made  late  in  1998, the rebound in  most  markets  from  the
depressed  conditions  due  to  the  Asian  crisis  in  1998,  and  further
penetration  in new market segments.  Kasco's sales declined  1.0%  due  to
competitive  pressures  in the North American base business,  the  currency
translation  effect of the strong dollar and lower demand in  the  European
markets for selected products.

In 1999, gross profit increased 9.0% to $55,147,000 from $50,583,000 in the
prior  year  with gross profit margins improving to 32.7% from  32.3%  last
year.   Gross  profit  increased  at  Arlon  as  the  result  of  the  1998
acquisition  and  improved sales and manufacturing  efficiencies.   Kasco's
gross  profit  improved slightly as better manufacturing  cost  performance
offset the sales decline.

Selling  and administrative expenses increased 4.1% to $40,145,000 in  1999
compared  to  $38,554,000 in 1998, excluding the $7,500,000  provision  for
litigation  costs  taken in 1998.  As a percent of  sales,  these  expenses
declined  to  23.8% from 24.6% in 1998.  Research and development  expenses
increased 19.3% as Bairnco invested in the development of new products  and
improved   quality.   The  average  number  of  employees  was  essentially
unchanged  from last year.  Productivity as measured by sales per  employee
increased 8.2%.

Earnings before interest and taxes were $15,002,000, up significantly  from
$4,529,000 in 1998.  The improvement is attributable to higher gross profit
and  the  effect of the $7,500,000 provision for litigation costs  on  1998
results.

Net  interest expense increased to $2,104,000 from $1,998,000 in 1998.  The
increase  was due to increased average debt outstanding primarily resulting
from the acquisition in the fourth quarter of 1998.

Income  before  income  taxes  increased  to  $12,898,000  as  compared  to
$2,531,000 in 1998. The effective tax rate was 33% compared to 37% in  1998
due  to  the implementation of tax planning strategies and increase in  the
Foreign  Sales Corporation tax benefit. The provision for income  taxes  in
both years includes all applicable federal, state, local and foreign income
taxes.

Net  income increased to $8,641,000 from $1,594,000 in 1998.  The provision
for  litigation  costs  reduced  net  income  in  1998  by  $4,726,000,  or
approximately $.54 diluted earnings per common share.  Diluted earnings per
common  share  increased to $1.08 from $.18 in 1998  as  a  result  of  the
increase in operating income and reduced number of shares outstanding.


Results of Operations: 1998 Compared to 1997

1998 consolidated sales of $156,456,000 decreased 1.4% from $158,708,000 in
1997.  Arlon's sales decreased 3.8%, as all markets served declined  during
the  year  after  a  strong first quarter.  The electrical  and  electronic
markets were the most depressed.  The drop in the electronic market due  to
the  Asian  crisis  adversely affected many of the  end  users  of  Arlon's
products,  as  did low-priced competition from Asian competitors.   Further
penetration  in  new  market segments offset some of the  decline.  Kasco's
sales increased 4.4% through growth in the U.S. base business and seasoning
programs for in-store meal preparation and in the European operations.

In 1998, gross profit decreased 6.3% to $50,583,000 from $53,996,000 in the
prior  year with gross profit margins declining to 32.3% from 34% in  1997.
Gross  profit  decreased at Arlon as the combined result  of  lower  sales,
lower  prices,  and  a continuing change in mix to lower margin  commercial
products  to  serve  the electronic/communication markets.   Kasco's  gross
profit  decreased slightly due to the costs from discontinued products  and
services.

In  1998  the court in the Transactions Lawsuit (refer to Note  10  to  the
Consolidated  Financial  Statements)  issued  a  series  of  opinions  that
eliminated certain claims and parties from the case and set the  stage  for
discovery  and  trial  as  to  the  claims  and  parties  that  remain.  In
particular, the court dismissed the RICO claims; all claims against  third-
party professionals, including lawyers, accountants and investment bankers;
and  all claims against individuals with the exception of Bairnco's  former
chairman  and  president.  The court also narrowed  the  scope  of  certain
claims  against  Bairnco  and  the other corporate  defendants.   With  the
initial motions phase of the case complete, Bairnco is prepared to mount  a
vigorous  defense  on the merits.  Toward that end, a $7,500,000  provision
for litigation costs was taken in the fourth quarter of 1998 (refer to Note
2 to the Consolidated Financial Statements).

Selling and administrative expenses, excluding the provision for litigation
costs,  increased  0.4%  to $38,554,000 from $38,404,000  in  1997.   As  a
percent  of sales, these expenses increased to 24.6% in 1998 from 24.2%  in
1997.    Research  and  development  expenses  increased  4.8%  as  Bairnco
continued  to  invest  in  the development of  new  products  and  improved
quality.   Based  on  sharp  swings  in order  input  throughout  1998  and
management's  continuing  belief in the future  of  the  Corporation's  key
markets,  the  decision was made to cut costs but not to  impair  the  core
management  competencies that have been developed.  The average  number  of
employees was reduced by 3.3% from 1997.  Productivity as measured by sales
per employee increased 1.9%.

Earnings before interest, the provision for litigation costs and taxes were
$12,029,000 down 22.9% from $15,592,000 in 1997.  The decline is  primarily
attributable to reduced gross profit.

In  the  fourth  quarter  of 1998 Bairnco recorded the  $7,500,000  pre-tax
provision for anticipated litigation costs.

Net interest expense increased from $1,834,000 to $1,998,000.  The increase
was  due to increased average debt outstanding primarily resulting form the
acquisition in the fourth quarter.

Income  before income taxes decreased to $2,531,000 in 1998 as compared  to
$13,758,000 in 1997. The effective tax rate was 37% as compared to 36.2% in
1997.

Net  income decreased to $1,594,000 from $8,771,000.  Diluted earnings  per
common  share  fell sharply to $.18 from $.94 in 1997 as a  result  of  the
decreased  operating  income and the provision for litigation  costs.   The
provision for litigation costs reduced net income in 1998 by $4,726,000  or
$.54 per share.

Liquidity and Capital Resources

At  December  31,  1999,  Bairnco had working  capital  of  $33.3  million,
essentially the same level as December 31, 1998.  The increase in  accounts
receivable  relates primarily to the growth in sales. Other current  assets
increased due primarily to a tax refund expected to be received during  the
first quarter 2000.  The increase in accounts payable is due primarily to a
higher  level  of purchases in support of the higher levels  of  sales  and
production.

At  December 31, 1999, $31.3 million of total debt was outstanding compared
to   $37.8  million  at  the  end  of  1998.   As  of  December  31,  1999,
approximately  $17.4  million  was  available  for  borrowing   under   the
Corporation's  secured reducing revolving credit agreement.   In  addition,
approximately $4.1 million was available under various short-term  domestic
and foreign uncommitted credit facilities.  Debt as a percent of equity was
reduced  to  62.4% at the end of 1999 from 81.5% at the end of  1998.   The
reduction was due to the repayments of debt during the course of 1999.

On  February 15, 2000, the Corporation's Credit Agreement was amended.  The
amendment  effectively increased the credit facility from  $50  million  at
December  31, 1999 to $75 million, including a five-year term  loan  credit
facility  of $20 million subject to quarterly amortization of principal  of
$500,000 in 2000, $750,000 in 2001, $1,000,000 in 2002, $1,250,000 in  2003
and $1,500,000 in 2004.  The amended credit facility also includes a letter
of  credit facility for $9 million which may be increased up to $15 million
or  decreased  to  $5  million  with a corresponding  change  in  the  loan
commitment under the revolving credit facility.  The amendment extended the
expiration date of the Credit Agreement from December 31, 2003 to  February
22, 2005, although the term loan expires on December 31, 2004.

Bairnco made $5,670,000 of capital expenditures in 1999 as compared to  its
plan  of  approximately $8.2 million. Capital expenditures were focused  on
cost  reduction  projects,  equipment  replacements,  and  new  information
systems  software and hardware that were installed during the year.   Total
capital expenditures in 2000 are expected to be approximately $8.9 million.
Depreciation  and  amortization  is  estimated  to  be  approximately  $8.0
million.   The  planned capital expenditures include quality  improvements,
cost  reduction  projects,  replacements,  new  product  developments,  new
processing  equipment,  information  systems  hardware  and  software,  and
limited capacity additions.

In  1999,  Bairnco's Board of Directors authorized an additional $5,000,000
to  be available for the ongoing repurchase of its common stock.  This  was
in  addition  to still unused prior authorizations of $2.6  million  as  of
January  1, 1999.  During 1999, Bairnco repurchased 497,900 shares  of  its
common  stock  for  $2.9  million. The diluted  average  number  of  shares
outstanding  in  1999  was 8,038,000 an 8.8% decrease  from  the  8,818,000
diluted  average  shares  outstanding in 1998.  The  Board  has  authorized
management  to  continue its stock repurchase program in  2000  subject  to
market conditions and the capital requirements of the business.

Cash  provided  by  operating activities plus the amounts  available  under
Bairnco's  credit  facilities  (refer  to  Note  7  and  Note  12  to   the
Consolidated Financial Statements) are expected to be sufficient to fulfill
Bairnco's anticipated cash requirements in 2000.

Year 2000 Date Conversion

In  January of 1998 Bairnco adopted a formal plan to address the Year  2000
issue  and thus maintain the integrity of its financial systems and  ensure
the   reliability  of  its  operating  systems.   The  implementation   and
validation  of the system upgrades was completed during the fourth  quarter
of 1999 at a total cost of approximately $250,000.
The Corporation did not experience any disruption in its operations due  to
Year  2000 issues with its computer software programs and operating systems
or its interface with key suppliers and vendors.

Other Matters

Bairnco  Corporation and its subsidiaries are defendants  in  a  number  of
legal actions and proceedings that 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, 1999.

Outlook

Management is not aware of any adverse trends that would materially  affect
the  Company's  financial position.  The outlook for 2000 is  for  improved
sales and earnings.  It is expected that the combination of growth from new
products,  higher growth in certain niche markets and the  results  of  the
acquisition will result in increased sales.  Improved earnings are expected
both  from  increased  sales  and  from  ongoing  productivity  improvement
programs.






<TABLE>
Quarterly Results of Operations (Unaudited)
(In thousands except per share data)
<CAPTION>

                           1st               2nd               3rd               4th              Total
                      1999     1998     1999     1998     1999     1998     1999     1998     1999     1998
<S>                   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net Sales             $42,662  $42,125  $42,653  $37,651  $42,130  $37,747  $41,436  $38,933  $168,881  $156,456
Cost of sales          28,410   28,442   28,171   24,905   28,945   25,922   28,208   26,604   113,734   105,873
Gross Profit           14,252   13,683   14,482   12,746   13,185   11,825   13,228   12,329    55,147    50,583
Selling and
 administrative
 expenses              10,245    9,716   10,461    9,717    9,768    9,461    9,671    9,660    40,145    38,554
Provision for
 litigation costs          --       --       --       --       --       --       --    7,500        --     7,500
Operating Profit        4,007    3,967    4,021    3,029    3,417    2,364    3,557   (4,831)   15,002     4,529
Interest expense, net     567      481      515      508      516      502      506      507     2,104     1,998
Income before income
 taxes                  3,440    3,486    3,506    2,521    2,901    1,862    3,051   (5,338)   12,898     2,531
Provision for income
 taxes                  1,170    1,290    1,192      933      888      689    1,007   (1,975)    4,257       937
Net Income            $ 2,270  $ 2,196  $ 2,314  $ 1,588  $ 2,013  $ 1,173  $ 2,044  $(3,363)  $ 8,641  $  1,594

Basic Earnings
 per Share            $  0.28  $  0.25  $  0.29  $  0.18  $  0.25  $  0.14  $  0.26  $ (0.40)  $  1.08  $   0.18

Diluted Earnings
 per Share            $  0.28  $  0.24  $  0.29  $  0.18  $  0.25  $  0.14  $  0.26  $    --   $  1.08  $   0.18

Market Price:
 High                 $7-5/16  $11-3/8  $7-5/8   $11-3/8  $     8  $ 9-1/8  $ 7-1/2  $11-1/4   $     8  $ 11-3/8
 Low                    4-5/8  9-13/16       5     8-7/8    6-7/8   5-9/16    5-7/8  6-11/16     4-5/8    5-9/16
</TABLE>




  "Safe Harbor" Statement under the Private Securities Reform Act of 1995

Certain  of the statements contained in this annual report (other than  the
financial statements and statements of historical fact), including, without
limitation, statements as to management's expectations and belief presented
under   the   captions  "Letter  to  Our  Stockholders"  and  "Management's
Discussion  and Analysis", are forward-looking statements.  Forward-looking
statements  are  made  based  upon  management's  expectations  and  belief
concerning  future  developments  and  their  potential  effect  upon   the
Corporation.  There can be no assurance that future developments will be in
accordance  with  management's expectations or that the  effect  of  future
developments on the Corporation will be those anticipated by management.

The  Corporation wishes to caution readers that the assumptions which  form
the basis for forward-looking statements with respect to or that may impact
earnings  for the year ended December 31, 2000 and thereafter include  many
factors  that are beyond the Corporation's ability to control  or  estimate
precisely.  These risks and uncertainties include, but are not limited  to,
the  market  demand and acceptance of the Corporation's  existing  and  new
products;  the impact of competitive products;  changes in the  market  for
raw   or   packaging   materials  which  could  impact  the   Corporation's
manufacturing costs; changes in product mix; changes in the pricing of  the
products  of  the Corporation or its competitors; the loss of a significant
customer  or supplier; production delays or inefficiencies; disruptions  in
operations due to labor disputes;  the costs and other effects of complying
with environmental regulatory requirements; losses due to natural disasters
where the Corporation is self-insured, the costs and other effects of legal
and  administrative cases and proceedings, settlements and  investigations;
and  changes in US or international economic or political conditions,  such
as  inflation or deflation, or fluctuations in interest or foreign exchange
rates.

While   the   Corporation  periodically  reassesses  material  trends   and
uncertainties  affecting  the  Corporation's  results  of  operations   and
financial condition in connection with its preparation of the stockholders'
letter  and  management's discussion and analysis contained in  its  annual
reports, the Corporation does not intend to review or revise any particular
forward-looking statement referenced herein in light of future events.


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, 1999 and 1998, and the related consolidated statements of
income, comprehensive income, stockholders' investment and cash  flows
for  each  of the three years in the period ended December  31,  1999.
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,  1999  and
1998,  and  the results of their operations and their cash  flows  for
each  of  the  three years in the period ended December 31,  1999,  in
conformity with generally accepted accounting principles.


Orlando, Florida
January 21, 2000
(except with respect to the matters discussed in Note 12,
as to which the date is February 16, 2000)


                                                  Arthur Andersen LLP


CONSOLIDATED STATEMENTS OF INCOME

For the years ended December 31, 1999, 1998 and 1997
Bairnco Corporation and Subsidiaries


                                          1999          1998          1997
Net Sales                            $168,881,000  $156,456,000  $158,708,000
Cost of sales                         113,734,000   105,873,000   104,712,000
Gross Profit                           55,147,000    50,583,000    53,996,000
Selling and administrative expenses    40,145,000    38,554,000    38,404,000
Provision for litigation costs
 (Note 2)                                      --     7,500,000            --
Operating Profit                       15,002,000     4,529,000    15,592,000
Interest expense, net                   2,104,000     1,998,000     1,834,000
Income before Income Taxes             12,898,000     2,531,000    13,758,000
Provision for income taxes (Note 5)     4,257,000       937,000     4,987,000
Net Income                           $  8,641,000  $  1,594,000  $  8,771,000

Basic Earnings per Share of Common
 Stock (Note 4)                      $       1.08  $       0.18  $       0.96

Diluted Earnings per Share of Common
 Stock (Note 4)                      $       1.08  $       0.18  $       0.94

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







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


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 1999, 1998 and 1997
Bairnco Corporation and Subsidiaries


                                            1999        1998        1997
Net Income                               $8,641,000  $1,594,000  $8,771,000
Other comprehensive income, net of tax:
Foreign currency translation
 adjustment (Note 1)                       (516,000)    173,000    (710,000)
Comprehensive Income                     $8,125,000  $1,767,000  $8,061,000






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


CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
Bairnco Corporation and Subsidiaries
                                                       1999          1998
Assets
Current Assets:
 Cash and cash equivalents                        $    660,000  $    822,000
 Accounts receivable, less allowances
  of $1,136,000 and $1,224,000, respectively        29,107,000    27,999,000
 Inventories:
  Raw materials and supplies                         5,986,000     5,701,000
  Work in process                                    8,574,000     6,604,000
  Finished goods                                    10,644,000    13,874,000
                                                    25,204,000    26,179,000
 Deferred income taxes (Note 5)                      4,598,000     4,137,000
 Other current assets                                3,640,000     1,709,000
                             Total current assets   63,209,000    60,846,000
Plant and Equipment, at cost:
 Land                                                1,826,000     1,846,000
 Buildings and leasehold interests
  and improvements                                  17,873,000    18,115,000
 Machinery and equipment                            81,973,000    77,330,000
                                                   101,672,000    97,291,000
 Less - Accumulated depreciation and amortization  (61,990,000)  (55,889,000)
                                                    39,682,000    41,402,000

Cost in Excess of Net Assets of Purchased
 Businesses (Note 1)                                11,822,000    11,840,000
Other Assets (Note 1)                                4,432,000     4,467,000
                                                  $119,145,000  $118,555,000

Liabilities and Stockholders' Investment
Current Liabilities:
 Short-term debt (Note 7)                         $  4,692,000  $  4,373,000
 Accounts payable                                   10,719,000     9,022,000
 Accrued expenses (Note 6)                          14,542,000    14,192,000
                        Total current liabilities   29,953,000    27,587,000

Long-Term Debt (Notes 7 and 12)                     26,591,000    33,471,000
Deferred Income Taxes (Note 5)                       5,459,000     2,912,000
Other Liabilities                                    6,975,000     8,147,000
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, 11,198,849 and 11,187,224 issued,
  respectively                                         112,000       112,000
 Paid-in capital                                    49,235,000    49,165,000
 Retained earnings                                  29,719,000    22,670,000
 Currency translation adjustment (Note 1)            1,229,000     1,745,000
 Treasury stock, at cost, 3,402,065 and 2,904,165
  shares, respectively                             (30,128,000)  (27,254,000)
                   Total stockholders' investment   50,167,000    46,438,000
                                                  $119,145,000  $118,555,000

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


CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 1999, 1998 and 1997
Bairnco Corporation and Subsidiaries
                                            1999         1998         1997
Cash Flows from Operating Activities:
Net income                             $  8,641,000 $  1,594,000 $  8,771,000
Adjustments to reconcile to net cash
 provided by operating activities:
  Depreciation and amortization           7,365,000    6,688,000    6,516,000
  (Gain) loss on disposal of plant and
   equipment                                 12,000      (13,000)      34,000
  Deferred income taxes                   2,086,000   (2,751,000)   1,265,000
  Change in operating assets and
   liabilities:
    (Increase) in accounts receivable,
     net                                 (1,553,000)  (1,033,000)  (3,874,000)
    Decrease (increase) in inventories      544,000    2,117,000   (3,406,000)
    (Increase) decrease in other current
     assets                              (1,960,000)   1,125,000      956,000
    Increase (decrease) in accounts
     payable                              1,749,000      (38,000)   1,510,000
    (Decrease) increase in accrued
     expenses                               376,000    2,204,000     (480,000)
Other                                    (1,592,000)   4,223,000      472,000

      Net cash provided by
       operating activities              15,668,000   14,116,000   11,764,000

Cash Flows from Investing Activities:
Capital expenditures                     (5,670,000)  (5,976,000)  (8,789,000)
Payment for purchased businesses, net
 of cash acquired                                --   (8,423,000)          --
Proceeds from sale of plant and
 equipment                                  309,000      123,000      219,000

      Net cash (used in)
       investing activities              (5,361,000) (14,276,000)  (8,570,000)

Cash Flows from Financing Activities:
Net (repayments) borrowings of
 external debt                           (6,391,000)   7,746,000    2,434,000
Payment of dividends                     (1,592,000)  (1,726,000)  (1,827,000)
Purchase of treasury stock               (2,874,000)  (6,207,000)  (3,255,000)
Exercise of stock options                    70,000      135,000       26,000

      Net cash (used in)
       financing activities             (10,787,000)     (52,000)  (2,622,000)

Effect of foreign currency exchange
 rate changes on cash and cash
 equivalents                                318,000     (183,000)    (210,000)
Net (decrease) increase in cash and
 cash equivalents                          (162,000)    (395,000)     362,000

Cash and cash equivalents, beginning
 of year                                    822,000    1,217,000      855,000
Cash and cash equivalents, end of year $    660,000 $    822,000 $  1,217,000

Supplemental  Disclosures  of  Cash  Flow
 Information:
  Cash paid during the year for:
   Interest                            $  2,100,000 $  2,008,000 $  1,824,000
   Income taxes                        $  4,976,000 $  2,402,000 $  2,805,000



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

<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT

For the years ended December 31, 1999, 1998 and 1997
Bairnco Corporation and Subsidiaries
<CAPTION>
                                                                Currency
                            Common    Paid-in      Retained     Translation  Treasury
                            Stock     Capital      Earnings     Adjustment   Stock
<S>                         <C>       <C>          <C>          <C>          <C>
Balance, December 31, 1996  $112,000  $49,004,000  $15,858,000  $2,282,000   $(17,792,000)
Net income                       --           --     8,771,000         --             --
Cash dividends ($.20 per
 share)                          --           --    (1,827,000)        --             --
Issuance of 5,275 shares
 pursuant to exercise of
 stock options                   --        26,000          --          --             --
Acquisition of treasury
 stock (424,800 shares
 at cost)                        --           --           --          --      (3,255,000)
Currency translation
 adjustment (Note 1)             --           --           --     (710,000)           --

Balance, December 31, 1997   112,000   49,030,000   22,802,000   1,572,000    (21,047,000)
Net income                       --           --     1,594,000         --             --
Cash dividends ($.20 per
 share)                          --           --    (1,726,000)        --             --
Issuance of 26,450 shares
 pursuant to exercise of
 stock options                   --       135,000          --          --             --
Acquisition of treasury
 stock (737,400 shares
 at cost)                        --           --           --          --      (6,207,000)
Currency translation
 adjustment (Note 1)             --           --           --      173,000            --

Balance, December 31, 1998   112,000   49,165,000   22,670,000   1,745,000    (27,254,000)
Net income                       --           --     8,641,000         --             --
Cash dividends ($.20 per
 share)                          --           --    (1,592,000)        --             --
Issuance of 11,625 shares
 pursuant to exercise of
 stock options                   --        70,000          --          --             --
Acquisition of treasury
 stock (497,900 shares
 at cost)                        --           --           --          --      (2,874,000)
Currency translation
 adjustment (Note 1)             --           --           --     (516,000)           --

Balance, December 31, 1999  $112,000  $49,235,000  $29,719,000  $1,229,000   $(30,128,000)





The  accompanying  notes  are an integral part of these  consolidated
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  brand  identity 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, on-site  maintenance  services  and
seasonings  for ready-to-cook foods for the retail food industry  primarily
in  the meat and deli departments.  Kasco also distributes equipment to the
food industry in Canada and France.

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  inter-company  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 the 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.
Depreciation   expense  of  $6,992,000,  $6,509,000  and   $6,333,000   was
recognized during 1999, 1998 and 1997, respectively.

Cost in excess of net assets of purchased businesses:

   Cost  in excess of net assets of purchased businesses acquired prior  to
1971  of  approximately $3.5 million 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 $10,298,000 and $10,020,000 at  December
31,  1999  and  1998,  respectively, is  being  amortized  over  40  years.
Accumulated amortization at December 31, 1999 and 1998, was $1,964,000  and
$1,665,000,  respectively.  Amortization expense of $335,000, $147,000  and
$146,000 was recognized during 1999, 1998 and 1997, 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  non-discounted 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, 1999.

Intangibles:

   Intangible  assets  of purchased businesses, net  of  amortization,  are
included  in other assets and totaled $85,000 and $123,000 at December  31,
1999  and  1998,  respectively.   These  items  are  amortized  over  their
estimated  lives,  which  generally  range  from  three  to  twenty  years.
Amortization  expense  recognized was $38,000 during 1999,  $32,000  during
1998 and $37,000 during 1997.

Revenue recognition:

  Revenues are recognized when products are shipped or when services are
rendered.


Income taxes:

   The  Corporation accounts for income taxes using an asset and  liability
approach  that  requires  the  recognition  of  deferred  tax  assets   and
liabilities  for the expected future tax consequences of events  that  have
been  recognized in the Corporation's financial statements or tax  returns.
In  estimating future tax consequences, the Corporation generally considers
all  expected future events other than enactment of changes in the tax  law
or  changes  in tax rates.  Changes in tax laws or rates will be recognized
in  the  future  years in which they occur.  Temporary differences  between
income for financial reporting and income tax purposes arise primarily from
the  timing  of  the  deduction of certain accruals and  from  the  use  of
accelerated  methods  of  depreciation for income  tax  reporting  purposes
compared  to  the  method  of  depreciation used  for  financial  reporting
purposes.

Accrued expenses-insurance:

   Accrued  expenses-insurance represents the estimated costs of known  and
anticipated  claims  under the Corporation's general liability,  automobile
liability, property and workers compensation insurance policies for all  of
its  US  operations.  The Corporation provides reserves on reported  claims
and  claims incurred but not reported at each balance sheet date based upon
the estimated amount of the probable claim or the amount of the deductible,
whichever is lower.  Such estimates are reviewed and evaluated in light  of
emerging  claim  experience  and existing circumstances.   Any  changes  in
estimates from this review process are reflected in operations currently.

Stock options:

   The  Corporation accounts for stock options under Accounting  Principles
Board  Opinion No. 25 ("APB 25"), under which no compensation  expense  has
been recognized.  In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based  Compensation"  ("SFAS 123"),  which  is  effective  for  years
beginning   after  December  15,  1995.   SFAS  123  established  financial
accounting  and  reporting standards for stock-based employee  compensation
plans.   The statement defines a fair value based method of accounting  for
an  employee  stock option or similar equity instrument and encourages  all
entities  to  adopt  that  method of accounting  for  all  of  their  stock
compensation  plans.   However, it also allows an  entity  to  continue  to
measure compensation costs for those plans using the intrinsic value  based
method   of  accounting  prescribed  by  APB  25,  but  requires  pro-forma
disclosure  of  net  income  and earnings per  share  for  the  effects  on
compensation expense had the accounting guidance for SFAS 123 been adopted.

  Had  SFAS 123 been implemented, the Corporation's net income and earnings
per share would have been reduced to the amounts indicated below:

                                1999    1998    1997
  Net income (in thousands):
    As reported                 $8,641  $1,594  $8,771
    Pro forma                   $8,529  $1,529  $8,733
  Diluted earnings per share:
    As reported                 $ 1.08  $ 0.18  $ 0.94
    Pro forma                   $ 1.06  $ 0.17  $ 0.93

In preparing these disclosures, the Corporation determined the values using
the  Black Scholes model based on the following assumptions: expected lives
of  7  years, volatility of 38.0%, a risk-free rate of 7.0% and a  dividend
yield of 3.1%.


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.

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  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.

Comprehensive income:

   In  June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS  130"),  which is effective for years beginning after  December  15,
1997.    SFAS  130  established  standards  for  reporting  and  displaying
comprehensive  income and its components in a full set  of  general-purpose
financial   statements.   This  statement  requires  that  all   items   of
comprehensive  income  are  classified  by  their  nature  in  a  financial
statement and that the accumulated balance of other comprehensive income be
displayed separately from retained earnings and additional paid-in  capital
in  the  equity  section  of  a statement of financial  position.   Bairnco
adopted  SFAS 130 effective January 1, 1998.  The comparative prior  period
financial  statements  have been reclassified to  conform  to  the  current
period presentation.

   Comprehensive  income  includes net income  as  well  as  certain  other
transactions  shown as changes in stockholders' investment.   For  Bairnco,
comprehensive  income  includes net income plus the  change  in  net  asset
values  of foreign divisions as a result of translating the local  currency
values  of net assets to US dollars at varying exchange rates.  Accumulated
other  comprehensive income consists solely of foreign currency translation
adjustments.   There  are currently no tax expenses or benefits  associated
with the foreign currency translation adjustments.

Reportable segments:

  In  June  1997, the Financial Accounting Standards Board issued Statement
of  Financial Accounting Standards No. 131, "Disclosures about Segments  of
an Enterprise and Related Information" ("SFAS 131"), which is effective for
fiscal years beginning after December 15, 1997.  SFAS 131 introduces a  new
model for segment reporting called the management approach.  The management
approach  is based on the way the chief operating decision-maker  organizes
segments  within  a  company for making operating decisions  and  assessing
performance.

  SFAS  131 requires disclosures for each segment that are similar to those
required under previous standards with the addition of quarterly disclosure
requirements  and  a  finer  partitioning of  geographic  disclosures.   It
requires  limited  segment data on a quarterly  basis.   It  also  requires
geographic  data  by  country,  as opposed to  broader  geographic  regions
permitted under previous standards.

  Bairnco  adopted  SFAS  131 effective January  1,  1998  and  prior  year
segment  information and disclosures have been restated, where  applicable,
to conform to the current year presentation.

Pension Accounting:

  In  February  1998,  the  Financial  Accounting  Standards  Board  issued
Statement   of   Financial  Accounting  Standards  No.   132,   "Employers'
Disclosures about Pensions and other Postretirement Benefits" ("SFAS 132"),
which  is  effective  for fiscal years beginning after December  15,  1997.
SFAS  132  standardizes the disclosure requirements for pensions and  other
postretirement benefits and requires additional information on  changes  in
the  benefit  obligations and fair value of plan assets  while  eliminating
certain prior disclosures that are no longer considered useful.

  Bairnco  adopted  SFAS  132 effective January  1,  1998  and  prior  year
pension disclosures have been restated, where applicable, to conform to the
current year presentation.



(2) Provision for Litigation Costs

  In  the  fourth  quarter of 1998, Bairnco recorded a  $7,500,000  pre-tax
provision  for  litigation costs.  The litigation provision  added  to  the
existing  reserves for asbestos-related litigation expenditures  due  to  a
change  in  the  estimate  to  defend the  Transaction  Lawsuit  (refer  to
Management's Discussion and Analysis and Note 11 to Consolidated  Financial
Statements).   $2.5  million  of this provision  for  litigation  costs  is
included  in  accrued expenses with the remaining $5.0 million included  in
other  liabilities in the Corporation's consolidated balance sheet for  the
year ended December 31, 1998.  As of December 31, 1999, $1.5 million of the
provision was included in accrued expenses and $4.0 million was included in
other liabilities.

  After  recognition  of  related tax benefits,  the  litigation  provision
reduced  net  income in 1998 by $4.7 million or approximately $.54  diluted
earnings per common share.
(3) Acquisition

  On  October  31, 1998, Bairnco purchased MII International, Inc.  ("MII")
for  approximately $8.3 million including the repayment of its  debt.   MII
manufactures  adhesive coated films for use in the graphics and  industrial
markets.   The transaction was accounted for as a purchase and was financed
with  long-term debt.  The purchase price exceeded the fair  value  of  net
assets acquired by approximately $4.0 million which is being amortized on a
straight-line basis over 40 years.  The results of operations  of  MII  are
included  in  the accompanying consolidated financial statements  from  the
date of acquisition.

  The  following  summarized  unaudited  pro  forma  financial  information
assumes the acquisition had occurred on January 1 of each year:

  Pro Forma Information
  (in thousands, except per share data)      1998      1997

  Net sales                                  $167,865  $174,184
  Net income                                 $  1,782  $  9,053
  Basic earnings per share                   $   0.21  $   0.99
  Diluted earnings per share                 $   0.20  $   0.97


  These amounts include MII's actual results in 1997 and for the first  ten
months  of 1998 prior to acquisition and actual results for the two  months
in  1998 after acquisition.  The amounts are based upon certain assumptions
and estimates, and do not reflect any benefit from economies which might be
achieved  from  combined  operations.   The  pro  forma  results   do   not
necessarily  represent results which would have occurred if the acquisition
had  taken place on the basis assumed above, nor are they indicative of the
results of future combined operations.


  (4)Earnings per Share

  The  Corporation accounts for earnings per share ("EPS") under  Financial
Accounting  Standards  No.  128, "Earnings Per Share"  ("SFAS  128").   The
following disclosures comply with the requirements of SFAS 128.

                                        1999           1998           1997
Basic Earnings per Common Share:

Net Income                         $  8,641,000   $  1,594,000   $  8,771,000

Average common shares outstanding     7,965,000      8,655,000      9,151,000
Basic Earnings Per Common Share    $       1.08   $       0.18   $       0.96

Diluted Earnings per Common Share:

Net Income                         $  8,641,000   $  1,594,000   $  8,771,000

Average common shares outstanding     7,965,000      8,655,000      9,151,000
Common shares issuable in respect
 to options issued to employees,
 with a dilutive effect                  73,000        163,000        199,000
Total diluted common shares
 outstanding                          8,038,000      8,818,000      9,350,000

Diluted Earnings Per Common Share  $       1.08   $       0.18   $       0.94

   Basic earnings per common share were computed by dividing net income  by
the  weighted  average number of shares of common stock outstanding  during
the  year.   Diluted earnings per common share includes the effect  of  all
dilutive stock options.






(5)  Income Taxes

  The  components  of  income before income taxes and  the  provisions  for
domestic and foreign income taxes are as follows:

                                    1999           1998           1997
Income before Income Taxes:
  Domestic                      $11,002,000    $ 1,187,000    $12,765,000
  Foreign                         1,896,000      1,344,000        993,000
    Total Income before
     Income Taxes               $12,898,000    $ 2,531,000    $13,758,000

Provision for Income Taxes:
  Domestic:
   Currently payable            $ 2,145,000    $ 3,266,000    $ 3,616,000
   Deferred                       1,359,000     (2,688,000)     1,102,000
  Foreign:
   Currently payable                618,000        422,000        106,000
   Deferred                         135,000        (63,000)       163,000
     Total Provision for
      Income Taxes              $ 4,257,000    $   937,000    $ 4,987,000

  Bairnco's  net  current and non-current deferred tax assets (liabilities)
include the following at December 31:

                                    1999           1998           1997
Current Deferred Tax Items:
 Accrued Expenses               $ 3,002,000    $ 2,840,000    $ 1,584,000
 Inventories                      1,458,000        977,000        847,000
 Other                              138,000        320,000        210,000
   Net Current Deferred
    Tax Asset                     4,598,000      4,137,000      2,641,000

Non-Current Deferred Tax Items:
 Fixed Assets                    (5,086,000)    (3,539,000)    (3,291,000)
 Pensions                        (1,386,000)    (1,273,000)    (1,051,000)
 Intangible Assets                   (6,000)       (13,000)        21,000
 Provision for litigation costs   1,360,000      1,700,000            --
 Other                             (341,000)       213,000        223,000
   Net Non-Current Deferred
    Tax Liability                (5,459,000)    (2,912,000)    (4,098,000)

   Net Deferred Tax Asset
    (Liability)                 $  (861,000)   $ 1,225,000    $(1,457,000)

  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.

  In  1999, 1998 and 1997 the Corporation's effective tax rates were 33.0%,
37.0%  and 36.2%, respectively, of income before income taxes.  An analysis
of  the differences between these rates and the US federal statutory income
tax rate is as follows:

                                    1999           1998           1997
Computed income taxes at
 statutory rate                $ 4,385,000      $  861,000    $ 4,678,000
State and local taxes,
 net of federal tax benefit        283,000          64,000        368,000
Dividend income                        --              --       1,303,000
Amortization of goodwill            51,000           9,000          9,000
Foreign income taxed at
 different rates                   107,000         (98,000)       (69,000)
Tax credits                        (13,000)        (31,000)    (1,182,000)
Benefit of Foreign Sales
 Corporation                      (473,000)       (270,000)      (289,000)
Other, net                         (83,000)        402,000        169,000
  Provision for income taxes   $ 4,257,000      $  937,000    $ 4,987,000

  Provision  has  not  been  made  for US  income  taxes  on  approximately
$3.7  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, 1999  and
1998, respectively:

                                    1999           1998

Salaries and wages              $ 3,114,000    $ 2,669,000
Income taxes                        550,000        633,000
Insurance                         3,581,000      2,462,000
Litigation                        2,588,000      3,580,000
Other accrued expenses            4,709,000      4,848,000
     Total accrued expenses     $14,542,000    $14,192,000


(7)  Debt

  Long-term  debt consisted of the following as of December  31,  1999  and
1998, respectively:

                                    1999           1998

Revolving Credit Notes          $23,591,000    $30,471,000
Industrial Revenue Bonds          3,000,000      3,000,000
    Total                       $26,591,000    $33,471,000

  The Corporation's has a credit agreement (the "Credit Agreement") with  a
consortium  of  four  banks  led by Bank of America,  N.A.,  and  including
SunTrust  Bank,  First Union National Bank, N.A., and Allfirst  Bank.   The
Credit Agreement provides a secured, reducing revolving credit facility for
a  maximum loan commitment at December 31, 1999 of $43 million and a letter
of  credit  facility of $7 million, although the letter of credit  facility
may  be  increased up to $20 million with a corresponding decrease  in  the
revolving  credit  facility. Effective December 31,  1998,  the  letter  of
credit  facility  was  increased by $2.0 million to  $9.0  million  with  a
corresponding decrease in the revolving credit facility.  At  December  31,
1999,  $23.6  million of revolving credit was outstanding and payable  from
2001  through 2003. In addition, approximately $7.5 million of  irrevocable
standby  letters  of  credit were outstanding under the  Credit  Agreement,
which   are  not  reflected  in  the  accompanying  consolidated  financial
statements.   $4.5  million  of  the letters of  credit  guarantee  various
insurance  activities.   An  outstanding  $3.0  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,  1999,  were approximately 7.4% on US borrowings and 4.4%  on  European
borrowings.  A commitment fee is paid on the unused portion  of  the  total
credit.    The   interest  rate  on  the  Industrial  Revenue   Bonds   was
approximately 4.7% at December 31, 1999.

  Substantially  all  of  the  assets  of  the  Corporation  and   its   US
subsidiaries  are  pledged as collateral under the Credit Agreement,  which
expires on December 31, 2003.

  The  Credit  Agreement contains covenants, which require the  Corporation
to  meet  minimum interest coverage ratios, and which limit  the  ratio  of
total  debt  to  capital employed as defined in the  Credit  Agreement.  In
addition,  minimum levels of stockholders' investment must  be  maintained.
At  December 31, 1999 the Corporation was in compliance with all  covenants
contained in the Credit Agreement.

  The  Corporation has other short-term debt outstanding at rates  of  6.1%
to 6.5% due in 2000.

  The  annual  maturity requirements for long-term debt due after  December
31, 1999, are summarized as follows:

  Year Ended December 31,
      2000                   $        --
      2001                      1,000,000
      2002                      1,500,000
      2003                     24,091,000
        Total Long-term Debt $ 26,591,000

(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 on the date of grant.  Two-thirds of these performance options became
exercisable as a result of the Corporation's earnings performance  in  1992
and  1995  with the remaining one-third becoming fully exercisable  on  the
tenth  anniversary of the date of grant if the executive is still  employed
by  the  Corporation.  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  1999,
1998 and 1997 were as follows:

                         1999               1998               1997
                            Wtd Avg            Wtd Avg            Wtd Avg
                            Exercise           Exercise           Exercise
                   Options  Price     Options  Price     Options  Price
Outstanding at
  beginning of
  year             646,950  $6.09     633,750  $5.89     684,225  $5.71
Granted             96,500   6.62      52,625   8.20      33,400   8.24
Exercised          (11,625)  6.04     (26,450)  5.13      (5,275)  4.93
Canceled           (43,600)  6.83     (12,975)  6.75     (78,600)  5.39
Outstanding at
  end of year      688,225  $6.12     646,950  $6.09     633,750  $5.89

Exercisable at
  end of year      465,964  $5.86     461,813  $5.79     465,563  $5.70


  At  December 31, 1999, 1998 and 1997, 1,397,925, 1,450,825 and  1,490,475
shares, respectively, were available for option grants under the 1990 Plan.
The weighted average contractual life of the 688,225 options outstanding at
December  31,  1999  was 2.83 years.  There were no charges  to  income  in
connection  with  stock option grants or exercises during  1999,  1998  and
1997.


(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:

                                     1999           1998
Change in Benefit Obligation:
 Benefit obligation at
  September 30, 1998 and 1997,
  respectively                  $ 28,903,000   $ 25,638,000
 Service cost                        867,000        756,000
 Interest cost                     1,935,000      1,895,000
 Actuarial (gain) loss            (2,390,000)     2,071,000
 Benefits paid                    (1,525,000)    (1,457,000)
 Benefit obligation at
  September 30, 1999 and 1998,
  respectively                    27,790,000     28,903,000

Change in Plan Assets:
 Fair value of plan assets at
  September 30, 1998 and 1997,
  respectively                    30,806,000     30,433,000
 Actual return on plan assets      4,340,000      1,142,000
 Employer contributions              216,000        667,000
 Benefits paid                    (1,504,000)    (1,436,000)
 Fair value of plan assets at
  September 30, 1999 and 1998,
  respectively                    33,858,000     30,806,000

Funded status                      6,068,000      1,903,000
Unrecognized net transition
 obligation                          250,000        349,000
Unrecognized prior service cost      211,000        266,000
Unrecognized net actuarial
 (gain) loss                      (3,032,000)       744,000
Prepaid pension costs at
 September 30, 1999 and 1998,
 respectively                      3,497,000      3,262,000
Fourth quarter accruals                8,000        (26,000)
Fourth quarter contributions          58,000         52,000
Prepaid pension costs at
 yearend                        $  3,563,000   $  3,288,000

  The  projected  benefit  obligation, accumulated benefit  obligation  and
fair  value of plan assets for the pension plan with plan assets in  excess
of  accumulated  benefit  obligations  were  $25,013,000,  $22,879,000  and
$31,622,000,   respectively,  at  September  30,  1999,  and   $25,448,000,
$22,705,000  and  $28,380,000, respectively, at September  30,  1998.   The
projected benefit obligation, accumulated benefit obligation and fair value
of  plan  assets for the pension plans with accumulated benefit obligations
in  excess  of  plan  assets  were $2,777,000, $2,734,000  and  $2,235,000,
respectively,  at  September  30,  1999,  and  $3,455,000,  $3,396,000  and
$2,426,000, respectively, at September 30, 1998.

  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,
1999  and 7.0% at September 30, 1998.  The rate of projected pay increases,
where applicable, was 5% at both September 30, 1999 and 1998.  The expected
long-term rate of return on retirement plan assets was 9% at both September
30, 1999 and 1998.

   Amounts recognized in the consolidated balance sheets of the Corporation
consist of the following:

                                        1999             1998

Prepaid benefit cost                $ 3,620,000      $ 3,382,000
Accrued benefit liability              (499,000)        (969,000)
Intangible asset                        376,000          849,000
  Net amount recognized at
   September 30                       3,497,000        3,262,000
Fourth quarter accruals                   8,000          (26,000)
Fourth quarter contributions             58,000           52,000
  Net amount recognized at
   December 31                      $ 3,563,000      $ 3,288,000

  Net periodic pension cost for the US plans included the following:

                                     1999           1998           1997

Service cost-benefits earned
 during the year                 $   905,000    $   752,000    $   771,000
Interest cost on projected
 benefit  obligation               1,940,000      1,918,000      1,823,000
Expected return on plan assets    (3,027,000)    (2,722,000)    (2,252,000)
Amortization of net obligation
 at date of transition                99,000         99,000         99,000
Amortization of prior service
 cost                                 53,000         56,000         61,000
   Net periodic pension cost     $   (30,000)   $   103,000    $   502,000



(10)  Reportable Segment Data

Operating segments are components of an enterprise that:

a.Engage  in  business  activities from which they may  earn  revenues  and
     incur expenses,
b.Whose  operating  results are regularly reviewed by the  company's  chief
     operating decision-maker to make decisions about resources to be allocated
     to the segment and assess its performance, and
c.For which discrete financial information is available.

Operating   segments   with  similar  products  and  services,   production
processes,  types  of  customers,  and sales  channels  are  combined  into
reportable  segments for disclosure purposes.  Bairnco has  two  reportable
segments  - the Arlon Engineered Materials and Components segment  and  the
Kasco Replacement Products and Services segment.

The Arlon Engineered Materials and Components segment designs, manufactures
and  sells laminated and coated materials to the electronic, industrial and
commercial  markets under the Arlon and Calon brand names.  These  products
are  based  on  common technologies in coating, laminating,  polymers,  and
dispersion chemistry. Among the products included in this segment are  high
technology  materials for the printed circuit board industry,  vinyl  films
for   graphics  art  applications,  foam  tapes  used  in  window  glazing,
electrical  and  thermal insulation products, and silicone rubber  products
for insulating tapes and flexible heaters.

The Kasco Replacement Products and Services segment manufactures, sells and
services  products  and  equipment used  in  supermarkets,  meat  and  deli
operations,  and meat, poultry, and fish processing plants  throughout  the
United  States,  Canada and Europe.  It also manufactures and  sells  small
band  saw blades for cutting wood and metal, and large band saw blades  for
use at lumber mills.

Bairnco  evaluates segment performance based on income before interest  and
taxes and excluding allocation of headquarters expense.  Segment income and
assets  are  measured  on  a  basis that is  consistent  with  the  methods
described  in  the  summary  of significant accounting  policies.   Segment
assets  exclude  US  deferred income taxes and assets  attributable  to  US
employee  benefit programs.  Inter-segment transactions are  not  material.
No customer accounts for 10% or more of consolidated revenue.

Financial  information about the Corporation's operating segments  for  the
years ended December 31, 1999, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>

                           Operating                     Capital       Depreciation/
             Net Sales     Profit (Loss)   Assets        Expenditures  Amortization
<S>          <C>           <C>             <C>           <C>           <C>
1999
Arlon        $120,640,000  $ 15,815,000    $ 69,915,000  $1,761,000    $4,407,000
Kasco          48,241,000     3,319,000      39,294,000   3,719,000     2,871,000
Headquarters          --     (4,132,000)      9,936,000     190,000        87,000
  Total      $168,881,000  $ 15,002,000    $119,145,000  $5,670,000    $7,365,000

1998
Arlon        $107,736,000  $ 12,698,000    $ 72,880,000  $2,925,000    $3,952,000
Kasco          48,720,000     3,085,000      38,215,000   3,022,000     2,676,000
Headquarters         --     (11,254,000)(a)   7,460,000      29,000        60,000
  Total      $156,456,000  $  4,529,000    $118,555,000  $5,976,000    $6,688,000


1997
Arlon        $112,036,000  $ 15,873,000    $ 64,530,000  $5,438,000    $3,665,000
Kasco          46,672,000     3,495,000      37,703,000   3,252,000     2,791,000
Headquarters          --     (3,776,000)      7,053,000      99,000        60,000
  Total      $158,708,000  $ 15,592,000    $109,286,000  $8,789,000    $6,516,000

(a)  Includes  impact  of $7.5 million (pre-tax) provision  for  litigation
costs.

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, 1999, 1998 and 1997 is as follows:

                           Sales to External     Long-lived Segment
                           Customers             Assets
1999
United States              $145,454,000          $46,815,000
France                       13,125,000              253,000
Other Foreign                10,302,000            4,370,000

1998
United States              $133,005,000          $48,109,000
France                       12,821,000              218,000
Other Foreign                10,630,000            4,997,000

1997
United States              $136,010,000          $42,478,000
France                       12,238,000              209,000
Other Foreign                10,460,000            5,169,000


(11)Contingencies

Bairnco  and its subsidiaries are among the defendants in a lawsuit
pending in the U.S. District Court for the Southern District of New
York  (the  "Transactions Lawsuit") in which  it  is  alleged  that
Bairnco and others are derivatively liable for the asbestos-related
claims  against its former subsidiary, Keene Corporation ("Keene").
The  plaintiffs  in the Transactions Lawsuit are  the  trustees  of
Keene  Creditors Trust ("KCT"), a successor in interest  to  Keene.
In the Transactions Lawsuit complaint, the KCT alleges that certain
sales  of  assets  by Keene to other subsidiaries of  Bairnco  were
fraudulent  conveyances and otherwise violative of  state  law,  as
well  as  being  violative  of the civil RICO  statute,  18  U.S.C.
Section  1964.   The complaint seeks compensatory damages  of  $700
million,   interest,  punitive  damages,  and   trebling   of   the
compensatory  damages  pursuant to civil  RICO.   In  a  series  of
decisions  that remain subject to appeal, the court  has  dismissed
plaintiff's  civil RICO claims; dismissed 14 of the  21  defendants
named  in the complaint; and partially granted defendants'  motions
for  summary judgment on statute of limitations grounds.  Discovery
is  now  underway  as to the remaining claims and defendants.   The
court  has  entered a scheduling order requiring the completion  of
all  discovery  (including expert discovery) by May  11,  2001.   A
trial  date  has  not  been  set, but the  Court  has  scheduled  a
conference  for  June 19, 2001, to determine  dates  for  filing  a
pretrial order, for trial, and/or for any pretrial motions.

Keene  was spun off in 1990, filed for relief under Chapter  11  of
the  Bankruptcy Code in 1993, and emerged from Chapter 11  pursuant
to  a  plan of reorganization approved in 1996 (the "Keene  Plan").
The   Keene  Plan  provided  for  the  creation  of  the  KCT,  and
transferred  the  authority to prosecute the  Transactions  Lawsuit
from  the Official Committee of Unsecured Creditors of Keene (which
initiated the lawsuit in the Bankruptcy Court in 1995) to the  KCT.
The  Keene  Plan further provided that only the KCT, and  no  other
entity,  can  sue  Bairnco in connection with  the  claims  in  the
Transactions Lawsuit complaint.  Therefore, although  a  number  of
other  asbestos-related personal injury and property  damage  cases
against  Bairnco  nominally remain pending  in  courts  around  the
country,  it  is  expected that the resolution of the  Transactions
Lawsuit in substance will resolve all such claims.

Bairnco also is the defendant in a separate action by the KCT  (the
"NOL  Lawsuit"), also pending in the United States  District  Court
for  the Southern District of New York, in which the KCT seeks  the
exclusive  benefit of tax refunds attributable to the carryback  by
Keene   of   certain   net   operating  losses   ("NOL   Refunds"),
notwithstanding  certain  provisions  of  applicable  tax   sharing
agreements  between  Keene and Bairnco. (As with  the  Transactions
Lawsuit,  the NOL Lawsuit was commenced during Keene's  Chapter  11
case  and, pursuant to the Keene Plan, the KCT became the plaintiff
in  the lawsuit and the lawsuit was moved from the Bankruptcy Court
to the District Court.)  Pending resolution of the NOL Lawsuit, any
refunds  actually  received are to be placed  in  escrow.   Through
December  31, 1999, approximately $28.5 million of NOL Refunds  had
been  received  and placed in escrow.  There can  be  no  assurance
whatsoever  that resolution of the NOL Lawsuit will result  in  the
release of any portion of the NOL Refunds to Bairnco.

Bairnco  and  its  Arlon subsidiary ("Arlon") also  are  among  the
defendants in a third action by the KCT (the "Properties Lawsuit"),
commenced  December  8,  1998  and pending  in  the  United  States
District  Court  for the Southern District of  New  York.   In  the
Properties Lawsuit complaint, the KCT seeks a declaratory  judgment
that  it owns certain patents and real property purchased by  Arlon
from  Keene in 1989, based on the allegations that technical  title
to  these assets was not conveyed at the time of the sale and  that
no  proof of claim specifically referencing these assets was  filed
during  Keene's  Chapter 11 case.  In an answer and  counterclaims,
Bairnco and Arlon have denied the KCT's claims and have requested a
declaratory  judgment  that full title  to  the  patents  and  real
property  in question in fact was transferred to Arlon at the  time
of   the  1989  asset  sale.   The  Properties  Lawsuit  has   been
transferred  to  the  Transactions Lawsuit Judge  for  consolidated
discovery and other proceedings.

Management  believes that Bairnco has meritorious defenses  to  all
claims or liability purportedly derived from Keene and that  it  is
not  liable,  as an alter ego, successor, fraudulent transferee  or
otherwise,  for the asbestos-related claims against Keene  or  with
respect to Keene products.

Bairnco Corporation and its subsidiaries are defendants in a number
of   other  actions.  Management  of  Bairnco  believes  that   the
disposition  of  these other actions, as well as  the  actions  and
proceedings  described  above, will not  have  a  material  adverse
effect  on  the consolidated results of operations or the financial
position of Bairnco Corporation and its subsidiaries as of December
31, 1999.

(12)   Subsequent Events

Amendment to Credit Agreement:

On  February 15, 2000, the Corporation's Credit Agreement was amended.
The  amendment  effectively increased the  credit  facility  from  $50
million  at  December 31, 1999 to $75 million, including  a  five-year
term  loan  credit  facility  of  $20  million  subject  to  quarterly
amortization  of  principal of $500,000 in  2000,  $750,000  in  2001,
$1,000,000  in 2002, $1,250,000 in 2003 and $1,500,000 in  2004.   The
amended credit facility also includes a letter of credit facility  for
$9 million which may be increased up to $15 million or decreased to $5
million  with a corresponding change in the loan commitment under  the
revolving credit facility.  The amendment extended the expiration date
of  the Credit Agreement from December 31, 2003 to February 22,  2005,
although the term loan expires on December 31, 2004.

Acquisition:

On  February  16,  2000,  Bairnco  purchased  certain  assets  of  the
materials   business   ("Signtech")  of   Signtech   USA,   Ltd.   for
approximately  $14.5 million.  Signtech manufactures  and  distributes
flexible  reinforced vinyl materials used as the substrate in flexible
faced  sign  systems.  Signtech's products are  sold  primarily  on  a
specification  basis  for corporate specified programs  using  various
striping,  heat  transfer  and screen print applications.   Signtech's
sales  for  the year ended December 31, 1999 were approximately  $16.0
million.   The  transaction was accounted for as a  purchase  and  was
financed with long-term debt.  The purchase price was allocated to the
assets acquired based on their estimated fair values.


CORPORATE INFORMATION

Corporate Office
300 Primera Boulevard, Suite 432
Lake Mary, Florida 32746
(407) 875-2222
www.bairnco.com

Principal Facilities
Bear, Delaware
East Providence, Rhode Island
Northbrook, Illinois
Rancho Cucamonga, California
St. Louis, Missouri
San Antonio, Texas
Santa Ana, California
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 Bairnco's Corporate Office
on April 21, 2000 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  James  W.  Lambert, Vice President Finance and Treasurer,  Bairnco
Corporation
(407) 875-2222, extension 227.


                            BAIRNCO CORPORATION

                     300 Primera Boulevard, Suite 432
                         Lake Mary, Florida 32746
                               407-875-2222
                             FAX 407-875-3398
                              www.bairnco.com


</TABLE>