UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                               FORM 10-K
                                   
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

            For the fiscal year ended December 31, 1998

                                  OR

[ ]  TRANSITION  REPORT  PURSUANT   TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                   Commission file number:   1-8120

                          BAIRNCO CORPORATION
        (Exact name of Registrant as specified in its charter)

                       Delaware                           13-3057520
           (State or other jurisdiction of              (IRS Employer
            incorporation or organization)            Identification No.)
                                   
      2251 Lucien Way, Maitland, Florida                    32751
    (Address of principal executive offices)              (Zip Code)
                                   
  Registrant's telephone number, including area code: (407) 875-2222
  Securities registered pursuant to Section 12(b) of the Act:
                                   
                                              Name of each Exchange on
          Title of each class                     which registered
   Common Stock, par value $.01 per share      New York Stock Exchange
                                   

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will  not  be
contained, to the best of Registrant's knowledge, in definitive  proxy
or  information statements incorporated by reference in  Part  III  of
this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate  by  check  mark whether the Registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the Registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.  Yes  X  No

On  March  8,  1999,  the aggregate market value of  the  Registrant's
voting stock held by non-affiliates was $38,993,888.

On  March  8,  1999,  there  were 8,209,659  shares  of  Common  Stock
outstanding,   exclusive  of  treasury  shares  or  shares   held   by
subsidiaries of the Registrant.

Parts  I,  II  and  IV incorporate information by reference  from  the
Annual  Report to Stockholders for the fiscal year ended December  31,
1998.   Part III incorporates information by reference from the  Proxy
Statement  dated  March 17, 1999 in connection with  the  Registrant's
Annual Meeting of Stockholders to be held on April 22, 1999.

                             PART I

Item 1.   BUSINESS


     a.   Recent Developments and Description

     Bairnco Corporation was incorporated under the laws of the  State
of  New  York on April 9, 1981. Effective September 24, 1991,  Bairnco
Corporation  changed  its  state of incorporation  from  New  York  to
Delaware.  Unless otherwise indicated herein, the terms "Bairnco"  and
the "Corporation" refer to Bairnco Corporation and its subsidiaries.
     
     Bairnco's  two  core businesses are Arlon's Engineered  Materials
and Components, and Kasco's Replacement Products and Services.
     
     At  December 31, 1998, Bairnco employed 816 persons including  13
Headquarters  personnel.  Bairnco's  operations  occupy  approximately
634,700  square  feet  of factory and office space  at  its  principal
locations.  There is an additional 54,000 square feet of leased  space
used as field warehouses throughout North America.


     b. & c. Financial Information About Industry Segments
             and Narrative Description of Business

     Bairnco  Corporation is a diversified multinational company  that
operates two business sectors. Engineered materials and components are
designed,  manufactured  and sold under the Arlon  brand  identity  to
electronic,  industrial and commercial markets.   These  products  are
based  on  common  technologies in coating, laminating,  polymers  and
dispersion   chemistry.   Replacement  products   and   services   are
manufactured   and   distributed  under  the  Kasco   brand   identity
principally  to  supermarkets, meat and  deli  operations,  and  meat,
poultry  and  fish  processing plants throughout  the  United  States,
Canada and Europe.  Kasco also manufactures small band saw blades  for
cutting  metal and wood, and large band saw blades for use  at  lumber
mills.  In Canada and France, in addition to providing its replacement
products, Kasco also distributes equipment to the supermarket and food
processing industries.
     
     Financial  data  and  other information about  the  Corporation's
segments  is  set  forth  in  Note 10 to  the  Consolidated  Financial
Statements  on  pages  29  through 31 and on  pages  4  through  7  of
Bairnco's  1998  Annual Report to Stockholders which  is  incorporated
herein  by  reference.  This information should be read in conjunction
with  the  "Financial History" set forth on page 9 of  Bairnco's  1998
Annual  Report  to  Stockholders,  and  "Management's  Discussion  and
Analysis" set forth on pages 10 and 13 of Bairnco's 1998 Annual Report
to Stockholders, which is incorporated herein by reference.
     
     The principal facilities utilized by each segment are detailed on
page 10 under "Item 2. PROPERTIES" of this filing.

              ENGINEERED MATERIALS AND COMPONENTS (ARLON)

Description of Business

     Engineered  materials  and components are designed,  manufactured
and  sold under the Arlon brand identity to electronic, industrial and
commercial  markets.  These products are based on common  technologies
in  coating,  laminating, polymers and dispersion chemistry.   Arlon's
principal  products include high technology materials for the  printed
circuit  board industry, pressure sensitive and adhesive  coated  cast
and  calendered  vinyl films, custom-engineered laminates  and  coated
products, and special silicone rubber compounds and components.

     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 a direct sales  force
in  concert with strong technical support teams in the US and  through
distributors  and  manufacturers representatives in  Europe,  the  Far
East,  and  South  America.  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 withstand continuous high or  widely  varying
operating temperatures, provide ease of field reparability, are highly
reliable,   and   improve  board  fabrication  yields.    Intermediate
temperature laminates, which provide improved product reliability  and
ease  of  manufacture at a lower cost, are also key to the line.   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.   The  applications  for  this  product  line
include  digital  cordless telephones, cellular phone systems,  direct
broadcast  satellite  TV  systems, personal  communications  networks,
global   positioning   satellites,  local  area  networks,   collision
avoidance systems, and radar detection systems.
     
     Arlon  specialty graphic films are marketed under the Calon brand
name and include cast and calendered vinyl films that are manufactured
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.  In November  of  1998,  Bairnco
announced  the purchase of MII International, Inc., a manufacturer  of
adhesive  coated films for use in the graphics and industrial markets.
MII'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.  The acquisition also expanded  Arlon's
coating and converting capacity.
     
       Custom  engineered  laminates  and  coated  products  are  also
manufactured  and  marketed under the Arlon brand  identity.   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.

      A  line  of silicone rubber materials, used in a broad range  of
consumer, industrial and commercial products, is also manufactured and
marketed  under  the Arlon brand identity.  Typical  applications  and
products  include  silicone  rubber for molding  composites,  silicone
rubber  insulating tapes for traction motor coil windings,  insulation
for   industrial  flexible  heaters,  silicone  materials   for   high
temperature  hose  and duct markets, insulating tapes  for  electrical
splices,  as  well as compliant thermally and electrically  conductive
silicone sheet adhesives known as ThermabondT.

Competition

     Arlon  has numerous competitors ranging in size from small,  sole
proprietorships  to  units  of very large, multinational  corporations
that  in  certain  instances  have far greater  market  positions  and
financial resources than the Corporation's.
     
     The  principal method of competition for Arlon's products  varies
by   product  line  and  type  of  customer.   While  competition  for
established lines is usually based on one or more of lead time, price,
product  performance, technical support and customer service,  it  may
also  be based on the ability to service emerging technologies through
the  custom design of new products, or redesign of existing  products,
and   materials  for  the  new  applications.   For  high  performance
materials  sold to the printed circuit board industry, the  consistent
technical  performance of the materials supplied in excess of  minimum
specified  standards  can  be the critical  competitive  element.   In
addition,  Arlon  sells a significant portion  of  its  circuit  board
materials into the Japanese and European markets where local producers
of  similar  materials have a competitive advantage related  to  their
geographic location.

Distribution

     Arlon  products are marketed by company sales personnel,  outside
sales representatives and distributors in the North and South America,
Europe, the Far East and several other international markets.

Raw Materials and Purchased Parts

     The  essential  raw materials used in Arlon engineered  materials
and  components are silicone rubber, fiberglass cloth, pigments, steel
and  aluminum parts, copper foil, aluminum foil, polyethylene foam and
various  plastic  films,  special papers  and  release  liners,  vinyl
resins,     various    adhesives    and    solvents,    TeflonT     or
polytetrafluoroethylene (PTFE) resin, polyimide resin,  epoxy  resins,
and  various chemicals.  Generally, these materials are each available
from  several  qualified suppliers.  There are, however,  several  raw
materials  used in Arlon's products that are purchased  from  chemical
companies  and  are  proprietary in nature.  Other raw  materials  are
purchased  from  a  single approved vendor on a  "sole  source"  basis
although  alternative  sources could be developed  in  the  future  if
necessary.   However,  the  qualification procedure  can  take  up  to
several months and could therefore interrupt production if the primary
raw material source was lost unexpectedly.
     
     Due  to  the  number  and  diversity of Arlon's  products  it  is
unlikely  that  availability problems with any one raw material  would
have  a  material adverse effect on Arlon.  The Corporation  is  aware
that  a  raw  material supplier will discontinue the sale of  a  resin
system currently used in certain Arlon products.  An alternative resin
system  has  been qualified and is expected to completely replace  the
existing  resin  system  during  1999.   There  are  no  other   known
limitations  to  the continued availability of Arlon's raw  materials.
Current suppliers are located in the United States, Japan, Europe  and
Brazil.

Employees

     As  of  December  31,  1998,  approximately  486  employees  were
employed  by  the  operations,  which  constitute  Arlon's  engineered
materials and components.


Patents and Trademarks

     The  Corporation owns several registered trademarks  under  which
certain  Arlon  products are sold.  The Corporation does  not  believe
that  the loss of any or all of these trademarks would have a material
adverse effect on this segment.

               REPLACEMENT PRODUCTS AND SERVICES (KASCO)

Description of Business

     Replacement   products   and  services   are   manufactured   and
distributed   under   the   Kasco  brand   identity   principally   to
supermarkets,  meat and deli operations, and meat,  poultry  and  fish
processing  plants  throughout the United States, Canada  and  Europe.
These  products and services include band saw blades for cutting  meat
and  fish,  chopper  plates  and knives for grinding  meat,  seasoning
products,  preventive  maintenance for  equipment  in  meat  and  deli
operations,  and  other related butcher supply products.   Kasco  also
manufactures  small band saw blades for cutting metal  and  wood,  and
large  band saw blades for use at lumber mills.  Kasco's Canadian  and
French  operations  also distribute equipment to the  supermarket  and
food processing industries.
     
     Replacement  products and services are sold  under  a  number  of
brand  names including Kasco in the United States and Canada, Atlantic
Service  in  the  United  Kingdom, and Bertram  &  Graf  and  Biro  in
Continental Europe.

Competition and Marketing

     Kasco  competes with several large and medium-sized national  and
regional  companies, as well as numerous small local  companies.   The
principal  methods  of  competition are  service,  price  and  product
performance.  The performance of meat band saw blades used in  cutting
meat  or  other  food items is balanced between minimizing  waste  and
maximizing the efficiency and productivity of the band saw machine and
operator or other cutting/processing equipment being used.
     
     During  1998,  Kasco made several product design improvements  to
its  band  saw  blades and its chopper plates and knives.   Kasco  has
introduced a line of premium wood cutting band saw blades for  use  by
professional  cabinetry  and furniture makers and  serious  hobbyists.
The Mealtime Solutions seasoning program continues to be a success  as
sales  for  home meal replacement items within supermarkets  increase.
Mealtime  Solutions offers a package of seasoning blends, recipes  and
instructions  which  allows  a  supermarket  to  present   value-added
products  in  their  meat and deli departments.   During  1998,  Kasco
developed  several  new  product lines  which  expand  their  Mealtime
Solutions program into deli and seafood departments.

     In  North  America,  Kasco  supplies its  products  and  services
directly  to  the  supermarket and meat cutting industries  through  a
continent-wide   network  of  service  professionals   and   exclusive
distributors. During 1998, Kasco increased its emphasis on  preventive
maintenance,  increasing  the  value-added  service  its  network   of
professionals provides to customers.

Raw Materials and Purchased Supplies

     High  quality carbon steel is the principal raw material used  in
the  manufacture  of  band saw blades and is purchased  from  multiple
domestic  and  international suppliers.  Tool  steel  is  utilized  in
manufacturing  meat grinder plates and knives and  is  purchased  from
qualified  suppliers located in the United States, Europe  and  Japan.
Equipment, replacement parts and supplies are purchased from a  number
of  manufacturers  and distributors, mostly in the United  States  and
Europe.   In France, certain specialty equipment and other items  used
in  the  supermarket industry and in the food processing industry  are
purchased  and resold under exclusive distributorship agreements  with
the  equipment  manufacturers. All of the raw materials and  purchased
products   utilized  by  this  segment  have  been  readily  available
throughout  this  last  year and, despite some  tightness  in  several
seasoning raw materials forecasted for 1999, Kasco's long-term  supply
contracts assume adequate availability of raw materials to sustain the
current growth rate in this segment.

Employees

     As  of December 31, 1998, approximately 317 persons were employed
in the replacement products and services segment.

Patents and Trademarks

     The  Corporation  has  a  number of  United  States  and  foreign
mechanical patents related to several of the products manufactured and
sold  by  Kasco, as well as a number of design patents and  registered
trademarks.  The Corporation does not believe, however, that the  loss
of any or all of those patents would have a material adverse effect on
this segment.

     d.  Foreign Operations

     The  Corporation has foreign operations located  in  Canada,  the
United Kingdom, France, and Germany.  Information on the Corporation's
operations by geographical area for the last three fiscal years is set
forth in Note 10 to the Consolidated Financial Statements on pages  29
through  31 of Bairnco's 1998 Annual Report to Stockholders  which  is
incorporated herein by reference.
     
     In  addition,  export  sales  from  the  Corporation's  US  based
operations for the years ended December 31, 1998, 1997 and  1996  were
$30,554,000,  $28,770,000 and $28,692,000, respectively. Export  sales
to  any  particular country or geographic area did not exceed  10%  of
consolidated sales during any of these years.



     
     Item 2. PROPERTIES

     The following chart lists for the Corporation as a whole, and  by
each  of  its  segments, the principal locations of the  Corporation's
facilities  and indicates whether the property is owned or leased  and
if leased, the lease expiration date.


                                                      LEASED OR OWNED
LOCATION                            SQUARE FEET      (LEASE EXPIRATION)

CORPORATION TOTAL                       688,700


Headquarters
    
        Maitland, FL                      7,700      Leased (Expires 2000)


Engineered Materials and Components (Arlon)
    
        Bear, DE                        135,000      Owned
        East Providence, RI              60,000      Owned
        Northbrook,  IL                  30,000      Owned
        Rancho Cucamonga, CA             80,000      Owned
        Santa  Ana, CA                  124,000      Leased (Expires 2003)
                                    
                                    
Replacement Products and Services (Kasco)
    
        Gwent, Wales, UK                 25,000      Owned
        Pansdorf, Germany                22,000      Owned
        Paris, France                    20,000      Leased (Expires 2000)
        St. Louis, MO                    78,000      Owned
        St. Louis, MO                    20,000      Leased (Expires 2000)
        Toronto, Ontario, Canada         33,000      Owned
        Field Warehouses
           (Approximately 70 locations
           in North America)             54,000      Leased
     
     
     Item 3. LEGAL PROCEEDINGS

     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.

     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, 1998, approximately $28.5 million of
NOL Refunds had been received and placed in escrow.  There can  be
no  assurance  whatsoever that resolution of the NOL Lawsuit  will
result  in  the  release  of any portion of  the  NOL  Refunds  to
Bairnco.

       Bairnco  and  its  Arlon  subsidiary  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.
     
     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, 1998.
     
     
     Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
     
     No matter was submitted to a vote of security holders during
the fourth quarter of 1998.
         
     EXECUTIVE OFFICERS OF THE REGISTRANT
     
         The  information  required  with  respect  to  executive
     officers of the Corporation is as follows:
     
     Name and Age of                        Data Pertaining to
     Executive Officers                     Executive Officers
     
     Luke E. Fichthorn III (57)                Mr. Fichthorn  has
                                     served   as   Chairman    of
                                     Bairnco since May 23,  1990,
                                     and  on  December 18,  1991,
                                     became    Chief    Executive
                                     Officer  of  Bairnco.    For
                                     over twenty-five years,  Mr.
                                     Fichthorn has been a private
                                     investment    banker     and
                                     partner of Twain Associates,
                                     a private investment banking
                                     and  consulting  firm.   Mr.
                                     Fichthorn   served   as    a
                                     director      of       Keene
                                     Corporation,    a     former
                                     subsidiary    of     Bairnco
                                     Corporation   from   August,
                                     1969  until May,  1981,  and
                                     became a director of Bairnco
                                     in   January,   1981.    Mr.
                                     Fichthorn is also a director
                                     of  Florida Rock Industries,
                                     Inc.   and  FRP  Properties,
                                     Inc.,  neither of  which  is
                                     affiliated with Bairnco.
     
     J. Robert Wilkinson (64)                  Mr. Wilkinson  was
                                     elected  Vice  President   -
                                     Finance  and  Treasurer   in
                                     March  1990. From  September
                                     1986 to September 1989,  Mr.
                                     Wilkinson was Bairnco's Vice
                                     President    -   Controller.
                                     From  October 1989 to  March
                                     1990  he was Executive  Vice
                                     President    of    Shielding
                                     Systems    Corporation,    a
                                     wholly  owned subsidiary  of
                                     Bairnco.
     
     James W. Lambert (45)                      Mr.  Lambert  was
                                     appointed          Corporate
                                     Controller  of  Bairnco   on
                                     August  11, 1997.  Prior  to
                                     joining Bairnco, Mr. Lambert
                                     was  employed  for  over  15
                                     years  by  Air Products  and
                                     Chemicals Inc., in a variety
                                     of  financial, marketing and
                                     product           management
                                     capacities.
     
                                 PART II
     
     
     Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS
     
         a.  &  c.     Data regarding market prices of  Bairnco's
     common  stock  is  included  in the  "Quarterly  Results  of
     Operations"  on page 14 of Bairnco's 1998 Annual  Report  to
     Stockholders  which  is incorporated  herein  by  reference.
     Bairnco's  common  stock is traded on  the  New  York  Stock
     Exchange  under  the symbol BZ.  Data on dividends  paid  is
     included in the Consolidated Statements of Income on page 16
     of  Bairnco's 1998 Annual Report to Stockholders,  which  is
     incorporated  herein  by  reference.   The  quarterly   cash
     dividend  remained constant at $0.05 per share during  1998.
     The  Board  continues to review the dividend on a  quarterly
     basis.
     
         b.    The  approximate number of holders  of  record  of
     Bairnco  common  stock  (par value $.01  per  share)  as  of
     December 31, 1998 was 1,436.
     
     
     
     Item 6. SELECTED FINANCIAL DATA
     
         Reference  is made to "Financial History" on page  9  of
     Bairnco's  1998  Annual  Report to  Stockholders,  which  is
     incorporated herein by reference.
     
     
     
     Item 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS
     
         Reference  is  made to the "Management's Discussion  and
     Analysis"  on pages 10 through 13 of Bairnco's  1998  Annual
     Report  to  Stockholders  which is  incorporated  herein  by
     reference.
     
     
     
     Item 7A. QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES   ABOUT
              MARKET RISK
     
         The  interest on the Corporation's bank debt is floating
     and  based on prevailing market interest rates.  For  market
     rate  based  debt,  interest rate changes generally  do  not
     affect  the  market value of the debt but do  impact  future
     interest expense and hence earnings and cash flows, assuming
     other   factors   remain  unchanged.   A   theoretical   one
     percentage  point  change  in  market  rates  in  effect  on
     December 31, 1998 would increase interest expense and  hence
     reduce  the  net income of the Corporation by  approximately
     $250,000 per year.
     
         The  Corporation's fiscal 1998 sales  denominated  in  a
     currency other than U.S. dollars were less than 15% of total
     sales  and  net  assets maintained in a functional  currency
     other than U.S. dollars at December 31, 1998 were less  than
     15%  of total net assets.  The effects of changes in foreign
     currency   exchange   rates  has   not   historically   been
     significant to the Corporation's operations or net assets.
     
     
     Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     
         Reference   is   made  to  the  Consolidated   Financial
     Statements  and  accompanying Notes  included  on  pages  16
     through 32 and the "Quarterly Results of Operations" on page
     14  of Bairnco's 1998 Annual Report to Stockholders which is
     incorporated  herein  by  reference.   Financial   Statement
     Schedules are included in Part IV of this filing.
     
     
     
     Item 9. CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
             ACCOUNTING AND FINANCIAL DISCLOSURE
     
         None.
     
                                 PART III
     
     
     Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF  THE REGISTRANT
     
         The  information required with respect to  directors  of
     Bairnco  is  included in the Proxy Statement  for  the  1999
     Annual  Meeting of Stockholders of Bairnco,  which  will  be
     filed  with  the Securities and Exchange Commission  and  is
     incorporated herein by reference.
         
         See  the information regarding executive officers of the
     Corporation on page 13 of this Annual Report on Form 10-K.
     
     
     
     Item 11.  EXECUTIVE COMPENSATION
     
         The  information required by Item 11 is included in  the
     Proxy  Statement for the 1999 Annual Meeting of Stockholders
     of  Bairnco,  which  will be filed with the  Securities  and
     Exchange Commission and is incorporated herein by reference.
     
     
     
     Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT
     
         The  information required by Item 12 is included in  the
     Proxy  Statement for the 1999 Annual Meeting of Stockholders
     of  Bairnco,  which  will be filed with the  Securities  and
     Exchange Commission and is incorporated herein by reference.
     
     
     
     Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     
         The  information required by Item 13 is included in  the
     Proxy  Statement for the 1999 Annual Meeting of Stockholders
     of  Bairnco,  which  will be filed with the  Securities  and
     Exchange Commission and is incorporated herein by reference.
     
                                 PART IV
     
     Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND  REPORTS
              ON FORM 8-K
     
         a)  1.  Financial Statements
     
             Included  in  the 1998 Annual Report to Stockholders
             which  is  included  as Exhibit 13  to  this  Annual
             Report on Form 10-K:
             
             -  Report of Independent Certified Public Accountants;
             -  Consolidated Statements of Income for  the  years
                  ended December 31, 1998, 1997 and 1996;
             -  Consolidated  Statements of Comprehensive  Income
                  for the years ended December 31, 1998, 1997 and
                  1996;
             -  Consolidated  Balance Sheets as of December  31,
                  1998 and 1997;
             -  Consolidated  Statements of Cash Flows  for  the
                  years ended December 31, 1998, 1997 and 1996;
             -  Consolidated    Statements   of    Stockholders'
                  Investment  for  the  years ended  December  31,
                  1998, 1997 and 1996;
             -  Notes to Consolidated Financial Statements.
     
             2.  Financial Statement Schedules
         
             Included in Part IV of this Annual Report on Form 10-K:
     
             -  Report    of   Independent   Certified    Public
                  Accountants on Financial Statement Schedules on
                  page 20 of this Annual Report on Form 10-K;
             -  Financial  Statement  Schedules  for  the  years
                  ended December 31, 1998, 1997 and 1996:
                 
                     Schedule   II  -  Valuation  and  Qualifying
                     Accounts on page 21 of this Annual Report on
                     Form 10-K;
                 
             All  other  schedules and notes are omitted  because
             they are either not applicable, not required or  the
             information  called  for  therein  appears  in   the
             Consolidated Financial Statements or Notes thereto.
     
             3.   See Index to Exhibits on pages 23 through 25 of
               this Annual Report on Form 10-K.
     
         b)  Reports on Form 8-K - None in fiscal year 1998.
         
     
                                SIGNATURES
     
         Pursuant  to the requirements of Section 13 or 15(d)  of
     the Securities Exchange Act of 1934, the Registrant has duly
     caused  this  report  to be signed  on  its  behalf  by  the
     undersigned, thereunto duly authorized.
     
     
                                              BAIRNCO CORPORATION
                                                     (Registrant)
     
     
     
     Date:   March  19, 1999            By: /s/ J. Robert Wilkinson
                                            J. Robert Wilkinson
                                            Vice President-Finance and
                                              Treasurer
                                            (Principal Financial Officer)
                                                  
     
                                SIGNATURES
     
         Pursuant  to the requirements of the Securities Exchange
     Act  of  1934,  this Report has been executed below  by  the
     following  persons on behalf of the Registrant  and  in  the
     capacities and on the date indicated above.
     
     
         
          /s/ Luke E. Fichthorn III
         Luke E. Fichthorn III - Chairman and CEO
     
     
     
          /s/ Richard A. Shantz
         Richard A. Shantz - Director
     
     
     
          /s/ Charles T. Foley
         Charles T. Foley - Director
     
     
     
          /s/ William F. Yelverton
         William F. Yelverton - Director
         
     
     
          /s/ J. Robert Wilkinson
         J. Robert Wilkinson - Vice President-Finance
         and Treasurer
         (Principal Financial Officer)
     
     
     
          /s/ James W. Lambert
         James W. Lambert - Controller
         (Principal Accounting Officer)
     
     
            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
     
                     ON FINANCIAL STATEMENT SCHEDULES
     
     
     
     
     TO BAIRNCO CORPORATION:
     
     
     We  have  audited  in  accordance  with  generally  accepted
     auditing  standards,  the consolidated financial  statements
     included   in   Bairnco  Corporation's  Annual   Report   to
     Stockholders  incorporated by reference in this  Form  10-K,
     and  have issued our report thereon dated January 21,  1999.
     Our  audits were made for the purpose of forming an  opinion
     on  those statements taken as a whole.  The schedule  listed
     in  Item  14(a)  2  is the responsibility of  the  company's
     management  and is presented for purposes of complying  with
     the  Securities and Exchange Commission's rules and  is  not
     part  of the basic consolidated financial statements.   This
     schedule  has  been  subjected to  the  auditing  procedures
     applied  in  the audits of the basic consolidated  financial
     statements  and,  in  our  opinion,  fairly  states  in  all
     material  respects  the financial data required  to  be  set
     forth   therein  in  relation  to  the  basic   consolidated
     financial statements taken as a whole.
     
     
     
     
     Orlando, Florida
     January 21, 1999
                                                  Arthur Andersen LLP
                 
                                
<TABLE>
                                
              BAIRNCO CORPORATION AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>

               Balance                                        Balance
Year Ended     Beginning             Deductions               End
December 31,   of Year    Expenses   (a)          Other (b)   of Year

<S>            <C>        <C>        <C>          <C>         <C>
1998 - Reserve
for Doubtful
Accounts       $943,000   $372,000   $(241,000)   $150,000    $1,224,000

1997 - Reserve
for Doubtful
Accounts       $822,000   $365,000   $(244,000)   $     --    $  943,000

1996 - Reserve
for Doubtful
Accounts       $763,000   $300,000   $(241,000)   $     --    $  822,000

(a)  Actual charges incurred in connection with the purpose for
     which the reserves were established.
(b)  Additions to the reserve from acquisition.
</TABLE>




               SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON,  D.C.  20549





                            EXHIBITS

                               TO

                           FORM 10-K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 1998

                  Commission File No.:  1-8120





                      BAIRNCO CORPORATION

     (Exact name of registrant as specified in the charter)







                        INDEX TO EXHIBITS

                                                      
            Description               Incorporated Herein By 
                                      Reference To

Certificate  of  Incorporation, as    Exhibit 3 to Bairnco's Annual
amended through September 24, 1991.   Report on Form 10-K for fiscal
                                      year ended December 31, 1991.
                                      
By Laws, as amended through December  Exhibit 3 to Bairnco's Annual
18, 1991.                             Report on Form 10-K for fiscal
                                      year ended December 31, 1991.
                                      
Amended    and    Restated    Credit  Exhibit 3.1 to Bairnco's Annual
Agreement, dated as of December  17,  Report on Form 10-K for fiscal
1992, among Bairnco Corporation  and  year ended December 31, 1992.
certain  of  its  subsidiaries,   as
guarantors,  and certain  Commercial
Lending Institutions and Continental
Bank   NA   (now  Bank  of  America,
Illinois), as the Agent for Lenders.

Amendment dated as of March 16, 1994  Exhibit 3 to Bairnco's Annual
to   Amended  and  Restated   Credit  Report on Form 10-K for fiscal
Agreement  dated as of December  17,  year ended December 31, 1993.
1992,    by   and   among    Bairnco  
Corporation  and  certain   of   its  
subsidiaries and certain  Commercial  
Lending Institutions and Continental
Bank   NA   (now  Bank  of  America,
Illinois), as the Agent for Lenders.

Promissory   note   dated   as    of  Exhibit 4 to Bairnco's Annual
September  1,  1989, between  Arlon,  Report on Form 10-K for fiscal
Inc.   And   the  Delaware  Economic  year ended December 31, 1989.
Development Authority.

Indenture  of  Trust,  series  1989,  Exhibit 4 to Bairnco's Annual
dated   as  of  September  1,  1989,  Report on Form 10-K for fiscal
between    the   Delaware   Economic  year ended December 31, 1989.
Development      Authority       and  
Manufacturers   and  Traders   Trust
Company,   securing  variable   rate
demand     Industrial    Development
Refunding Revenue Bonds (Arlon, Inc.
Project),   series   1989   of   the
Delaware     Economic    Development
Authority.

Loan   Agreement,   dated   as    of  Exhibit 4 to Bairnco's Annual
September   1,  1989,  between   the  Report on Form 10-K for fiscal
Delaware     Economic    Development  year ended December 31, 1989.
Authority and Arlon, Inc.             

Reimbursement Agreement dated as  of  Exhibit 4 to Bairnco's Annual
September  1,  1989  by  and   among  Report on Form 10-K for fiscal
Arlon, Inc., Bairnco Corporation and  year ended December 31, 1989.
Continental  Bank NA  (now  Bank  of
America, Illinois).

Agreement  of  the  Company,   dated  Exhibit 4(e) to Bairnco's
March 30, 1987, to furnish a copy of  Annual Report on Form 10-K for
any   instrument  with  respect   to  fiscal year ended December 31,
certain other long-term debt to  the  1986.
Securities  and Exchange  Commission
upon its request.

Lease   dated  December   10,   1991  Exhibit 10 to Bairnco's Annual
between   Mattei   Corporation   and  Report on Form 10-K for fiscal
Bairnco Corporation.                  year ended December 31, 1991.

Lease,  dated  May 1, 1985,  between  Exhibit 10 to Bairnco's
John  B.  Merrill, Joseph S.  Weedon  Annual Report on Form 10-K
and  Richard A. Westberg  and  KASCO  for fiscal year ended
Corporation as successor to Atlantic  December 31, 1986.
Service, Inc.

Standard Industrial Lease dated June  Exhibit 10 to Bairnco's
30,  1983 between James E. and Nancy  Annual Report on Form 10-K
S.   Welsh,  trustees  under   Welsh  for fiscal year ended
Family  Trust, dated April 20,  1979  December 31, 1983.
and  Arlon,  Inc.  as  successor  to
Keene Corporation.

Bairnco  Corporation 401(k)  Savings  Exhibit 4.3 to Bairnco's
Plan and Trust.                       Registration Statement on
                                      Form S-8, No. 33-41313.
                                                      
Bairnco   Corporation   1990   Stock  Exhibit 4.3 to Bairnco's
Incentive Plan.                       Registration Statement on
                                      Form S-8, No. 33-36330.
                                      
Bairnco    Corporation    Management  Exhibit 10 to Bairnco's
Incentive Compensation Plan.          Annual Report on Form 10-K
                                      for fiscal year ended
                                      December 31, 1981.
                                      
Employment  Agreement dated  January  Exhibit 10 to Bairnco's
22,     1990,    between     Bairnco  Annual Report on Form 10-K
Corporation  and Luke  E.  Fichthorn  for fiscal year ended
III.                                  December 31, 1989.
                                      
Amendment  dated  as  of  April  18,  Exhibit 4 to Bairnco's
1995, to Amended and Restated Credit  Quarterly Report on Form 10-Q
Agreement  dated as of December  17,  for the quarterly period
1992,    by   and   among    Bairnco  ended April 1, 1995.
Corporation  and  certain   of   its
subsidiaries and certain  Commercial
Lending Institutions and Continental
Bank   NA   (now  Bank  of  America,
Illinois), as the Agent for Lenders.

Amendment  dated as of February  14,  Exhibit   4   to   Bairnco's
1997, to Amended and Restated Credit  Annual  Report on Form  10-K
Agreement  dated as of December  17,  for    fiscal   year   ended
1992,    by   and   among    Bairnco  December 31, 1996.
Corporation  and  certain   of   its
subsidiaries and certain  Commercial
Lending  Institutions  and  Bank  of
America, Illinois, as the Agent  for
Lenders.

Promissory  Note dated  January  31,  Exhibit   4   to   Bairnco's
1998,  between  Bairnco  Corporation  Annual  Report on Form  10-K
and Bank of America NT&SA.            for    fiscal   year   ended
                                      December 31, 1997.
Amendment  dated as of  October  13,  Exhibit   4   to   Bairnco's
1998, to Amended and Restated Credit  Quarterly Report on Form 10-
Agreement  dated as of December  17,  Q  for  the quarterly period
1992,    by   and   among    Bairnco  ended October 3, 1998.
Corporation  and  certain   of   its
subsidiaries and certain  Commercial
Lending  Institutions  and  Bank  of
America, Illinois, as the Agent  for
Lenders.

Amendment  dated as of December  31,  Exhibit 4 filed herewith.
1998, to Amended and Restated Credit
Agreement  dated as of December  17,
1992,    by   and   among    Bairnco
Corporation  and  certain   of   its
subsidiaries and certain  Commercial
Lending  Institutions  and  Bank  of
America, Illinois, as the Agent  for
Lenders.

Calculation  of  Basic  and  Diluted  Exhibit 11 filed herewith.
Earnings  per  Share for  the  years  
ended  December 31, 1998,  1997  and
1996.

1998 Annual Report to Stockholders.   Exhibit 13 filed herewith.
                                                      
Subsidiaries of the Registrant.       Exhibit 21 filed herewith.

Consent of Independent Certified      Exhibit 23 filed herewith.
Public Accountants.                                   

Financial Data Schedules.             Exhibit 27 filed herewith
                                      (electronic filing only).
                                      
Form 11-K Re: Bairnco Corporation     Exhibit 99 filed herewith.
401(k) Savings Plan and Trust for     
the fiscal year ended December 31,
1998.