8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

DATE OF REPORT:

December 20, 2004

BAIRNCO CORPORATION     

(Exact name of registrant as specified in its charter)

Delaware                            

1-8120

 13-3057520    

(State or other jurisdiction of        (Commission

(IRS Employer      

incorporation or organization)        File Number)

Identification No.)

300 Primera Boulevard, Suite 432, Lake Mary,   FL  32746

(Address of principal executive offices)       (Zip Code)

(407) 875-2222                                  

(Registrant’s telephone number, including area code)

Not Applicable                                                                                                           

(Former name, former address and former fiscal year, if changed since last report)

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ITEM 2.01.

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Bairnco Corporation (the “Corporation”) is filing herewith a press release issued on Friday, December 17, 2004, as Exhibit 99 which is incorporated by reference herein.  This press release was issued to announce the sale of Arlon’s East Providence, Rhode Island facility. The facility was closed during the third quarter 2004 after the final relocation of operations and equipment to the San Antonio, Texas facility were completed as part of Arlon’s industrial businesses consolidation. The sale will result in a pre-tax gain of approximately $1.2 million in the fourth quarter.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAIRNCO CORPORATION

By:

/s/ Lawrence C. Maingot

Lawrence C. Maingot

Controller

Date:

December 20, 2004

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EXHIBIT INDEX

Exhibit

Description

99

Press Release

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EX-99

EXHIBIT 99

BAIRNCO CORPORATION

300 PRIMERA BOULEVARD, SUITE 432

LAKE MARY, FLORIDA  32746

(407) 875-2222

PRESS RELEASE

BAIRNCO ANNOUNCES SALE OF EAST PROVIDENCE FACILITY

Lake Mary, Florida, December 17, 2004 - Bairnco Corporation (NYSE-BZ) today reported the sale of Arlon’s East Providence, Rhode Island facility. The facility was closed during the third quarter 2004 after the final relocation of operations and equipment to the San Antonio, Texas facility were completed as part of Arlon’s industrial businesses consolidation. The sale will result in a pre-tax gain of approximately $1.2 million in the fourth quarter.

Bairnco Corporation is a diversified multinational company that operates two distinct businesses - Arlon (Electronic Materials and Coated Materials segments) and Kasco (Replacement Products and Services segment).  Arlon’s principal products include high technology materials for the printed circuit board industry, cast and calendered vinyl film systems, custom-engineered laminates and special silicone rubber compounds and components. Kasco’s principal products include replacement band saw blades for cutting meat, fish, wood and metal, and on site maintenance primarily in the meat and deli departments.  Kasco also distributes equipment to the food industry in France.

CONTACT:     Lawrence C. Maingot, Bairnco Corporation

        Telephone:  (407) 875-2222, ext. 230

“Safe Harbor” Statement under the Private Securities Reform Act of 1995

Statements in this press release referring to the expected future plans and performance of the Corporation are forward-looking statements.  Actual future results may differ materially from such statements. Factors that could affect future performance include, but are not limited to, changes in US or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates; disruptions in operations due to labor disputes; the impact on production output and costs from the availability of energy sources and related pricing; renegotiation of the Corporation’s Credit Agreement; changes in the pricing of the products of the Corporation or its competitors; the market demand and acceptance of the Corporation’s existing and new products; the impact of competitive products; cha nges in the market for raw or packaging materials which could impact the Corporation’s manufacturing costs; changes in the product mix; the loss of a significant customer or supplier; production delays or inefficiencies; the costs and other effects of legal and administrative cases and proceedings, settlements and investigations; the ability to achieve anticipated revenue growth, synergies and other cost savings in connection with acquisitions and plant consolidations; the costs and other effects of complying with environmental regulatory requirements; and losses due to natural disasters where the Corporation is self-insured. 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 its press releases, the Corporation does not intend to review or revise any particular forward-looking statement referenced herein in light of future events.

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