SC TO-T/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                 (RULE 14d-100)
          TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 3)

                            ------------------------

                               BAIRNCO CORPORATION
                            (Name of Subject Company)

                            ------------------------

                              BZ ACQUISITION CORP.
                             STEEL PARTNERS II, L.P.
                       (Names of Filing Persons--Offeror)

                      ------------------------------------

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                            -------------------------

                                    057097107
                      (CUSIP Number of Class of Securities)

                            ------------------------

                             WARREN G. LICHTENSTEIN
                             STEEL PARTNERS II, L.P.
                         590 Madison Avenue, 32nd Floor
                               New York, NY 10022
                                 (212) 520-2300
                                 --------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)

                                   COPIES TO:
                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------

- --------------------------------------------------------------------------------
     TRANSACTION VALUATION*                          AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------------
        $72,820,836.00                                        $7,792




- --------------------------------------------------------------------------------

*    Estimated for purposes of calculating the amount of filing fee only.
     Transaction value derived by multiplying 6,068,403 (the maximum number of
     shares of common stock of subject company estimated to be acquired by
     Offeror) by $12.00 (the purchase price per share offered by Offeror).
**   The amount of the filing fee, calculated in accordance with Rule 0-11 of
     the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
     5 for fiscal year 2006, equals $107.00 per million dollars of transaction
     value.

|X|  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the Form
     or Schedule and the date of its filing.

                                                           BZ Acquisition
                                                           Corp. and Steel
Amount Previously Paid:    $7,792            Filing Party: Partners II, L.P.
Form or Registration No.:  Schedule TO       Date Filed:   June 22, 2006

|_|  Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

     Check the  appropriate  boxes below to designate any  transactions to which
     the statement relates:

     |X| third-party tender offer subject to Rule 14d-1.
     |_| issuer tender offer subject to Rule 13e-4.
     |_| going-private transaction subject to Rule 13e-3.
     |_| amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|




ITEMS 1 THROUGH 9, AND ITEM 11.

     This Amendment No. 3 ("Amendment No. 3") to Tender Offer Statement on
Schedule TO (this "Schedule TO") amends and supplements the statement originally
filed on June 22, 2006 by Steel Partners II, L.P., a Delaware limited
partnership ("Parent"), and BZ Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to
the offer by the Purchaser to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Common Stock"), and the associated preferred
stock purchase rights (the "Rights" and, together with the Common Stock, the
"Shares"), of Bairnco Corporation, a Delaware corporation (the "Company"), at
$12.00 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated June 22,
2006 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein by reference with
respect to Items 1 through 9 and 11 of this Schedule TO. Capitalized terms used
but not defined herein shall have the meaning assigned to such terms in the
Offer to Purchase.

     The Expiration Date of the Offer has been extended to 5:00 P.M., New York
City time, on Wednesday, August 9, 2006. The full text of the press release
issued by Parent on July 21, 2006, announcing the extension of the Expiration
Date of the Offer is filed herewith as Exhibit (a)(5)(iv). All references in the
Offer to Purchase, Letter of Transmittal, the Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients
for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, to the Expiration Date as 12:00 Midnight, New York City time, on
Thursday, July 20, 2006, are hereby amended and restated to refer to the
Expiration Date as 5:00 P.M., New York City time, on Wednesday, August 9, 2006.

ITEM 10.    FINANCIAL STATEMENTS.

     Not applicable.

ITEM 11.    ADDITIONAL INFORMATION.

     On July 21, 2006, Parent issued a press release announcing that it has
extended the Expiration Date of the Offer, as those terms are defined in the
Offer to Purchase, to 5:00 P.M., New York City time, on Wednesday, August 9,
2006. As of the close of business on July 20, 2006, 2,047,644 Shares of the
Company have been tendered in and not withdrawn from the Offer. The press
release issued by Parent announcing the extension of the Offer is attached
hereto as Exhibit (a)(5)(iv).

ITEM 12.    EXHIBITS.


     (a)(1)(i)      Offer to Purchase dated June 22, 2006.*

     (a)(1)(ii)     Form of Letter of Transmittal.*

     (a)(1)(iii)    Form of Notice of Guaranteed Delivery.*

     (a)(1)(iv)     Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                    Companies and Other Nominees.*

     (a)(1)(v)      Form of Letter to Clients for use by Brokers, Dealers,
                    Commercial Banks, Trust Companies and Other Nominees.*

     (a)(1)(vi)     Guidelines for Certification of Taxpayer Identification
                    Number on Substitute Form W-9.*




     (a)(1)(vii)    Form of summary advertisement, dated June 22, 2006.*

     (a)(5)(i)      Text of press release issued by Parent, dated June 15,
                    2006.*

     (a)(5)(ii)     Text of press release issued by Parent, dated June 22,
                    2006.*

     (a)(5)(iii)    Text of press release issued by Parent, dated June 26,
                    2006.*

     (a)(5)(iv)     Text of press release issued by Parent, dated July 21, 2006.

     (b)            Not applicable.

     (c)            Not applicable.

     (d)            Joint Filing Agreement by and among Steel Partners II, L.P.,
                    Steel Partners, L.L.C. and Warren G. Lichtenstein dated
                    September 8, 2004.*

     (e)            Not applicable.

     (f)            Not applicable.

     (g)            Not applicable.

     (h)            Not applicable.

- -------------
* Previously filed




                                    SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  July 21, 2006


                                         STEEL PARTNERS II, L.P.

                                         By: Steel Partners, L.L.C.
                                             General Partner

                                         By: /s/ Warren G. Lichtenstein
                                             -----------------------------------
                                         Name: Warren G. Lichtenstein
                                         Title: Managing Member


                                         BZ ACQUISITION CORP.

                                         By: /s/ Warren G. Lichtenstein
                                             -----------------------------------
                                         Name: Warren G. Lichtenstein
                                         Title: President




                                  EXHIBIT INDEX


     (a)(1)(i)      Offer to Purchase dated June 22, 2006.*

     (a)(1)(ii)     Form of Letter of Transmittal.*

     (a)(1)(iii)    Form of Notice of Guaranteed Delivery.*

     (a)(1)(iv)     Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                    Companies and Other Nominees.*

     (a)(1)(v)      Form of Letter to Clients for use by Brokers, Dealers,
                    Commercial Banks, Trust Companies and Other Nominees.*

     (a)(1)(vi)     Guidelines for Certification of Taxpayer Identification
                    Number on Substitute Form W-9.*

     (a)(1)(vii)    Form of summary advertisement, dated June 22, 2006.*

     (a)(5)(i)      Text of press release issued by Parent, dated June 15,
                    2006.*

     (a)(5)(ii)     Text of press release issued by Parent, dated June 22,
                    2006.*

     (a)(5)(iii)    Text of press release issued by Parent, dated June 26,
                    2006.*

     (a)(5)(iv)     Text of press release issued by Parent, dated July 21, 2006.

     (b)            Not applicable.

     (c)            Not applicable.

     (d)            Joint Filing Agreement by and among Steel Partners II, L.P.,
                    Steel Partners, L.L.C. and Warren G. Lichtenstein dated
                    September 8, 2004.*

     (e)            Not applicable.

     (f)            Not applicable.

     (g)            Not applicable.

     (h)            Not applicable.

- -------------
* Previously filed

EX-99.(A) (5) (IV)

                                                            Exhibit (a) (5) (iv)

PRESS RELEASE

FOR IMMEDIATE RELEASE:

                 STEEL PARTNERS II EXTENDS BAIRNCO TENDER OFFER
                          TO WEDNESDAY, AUGUST 9, 2006

         NEW YORK,  NY - JULY 21, 2006 -- Steel  Partners  II,  L.P.  ("Steel"),
which has  commenced a cash  tender  offer to  purchase  all of the  outstanding
shares of  Bairnco  Corporation  (NYSE:BZ;  "Bairnco")  for  $12.00  per  share,
announced  today that it has extended its $12.00 per share cash tender offer for
all of the common stock of Bairnco not already  owned by it or its  subsidiaries
to 5:00 P.M., New York City time, on Wednesday, August 9, 2006. The tender offer
was previously set to expire at 12:00 Midnight, New York City time, on Thursday,
July  20,  2006.  As of the  close of  business  on July  20,  2006,  a total of
2,047,644  shares had been tendered in and not withdrawn  from the offer,  which
together  with the  shares  owned by Steel and its  subsidiaries  (including  BZ
Acquisition Corp.), represents approximately 44% of the total shares outstanding
of Bairnco.


IMPORTANT INFORMATION REGARDING THE TENDER OFFER

BZ Acquisition Corp., a wholly-owned subsidiary of Steel, has commenced a tender
offer to purchase all of the outstanding  shares of common stock (and associated
preferred  stock  purchase  rights) of  Bairnco at $12.00 per share,  net to the
seller in cash, without interest.  The offer is currently scheduled to expire at
5:00 P.M., New York City time, on Wednesday, August 9, 2006, unless the offer is
extended.

MacKenzie  Partners,  Inc. is the Information Agent for the tender offer and any
questions  or requests  for the Offer to Purchase  and  related  materials  with
respect to the tender offer may be directed to MacKenzie Partners, Inc.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE  SOLICITATION OF AN OFFER TO SELL ANY SHARES.  THE  SOLICITATION  AND THE
OFFER TO BUY  BAIRNCO'S  COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE  AND  RELATED  MATERIALS  THAT STEEL HAS FILED (AND WILL FILE) WITH THE
SECURITIES AND EXCHANGE  COMMISSION.  STOCKHOLDERS  SHOULD READ THESE  MATERIALS
CAREFULLY  BECAUSE THEY CONTAIN IMPORTANT  INFORMATION,  INCLUDING THE TERMS AND
CONDITIONS  OF THE OFFER.  STOCKHOLDERS  MAY OBTAIN  THE OFFER TO  PURCHASE  AND
RELATED  MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM STEEL BY CONTACTING  MACKENZIE  PARTNERS,  INC. TOLL-FREE AT
(800)    322-2885   OR   COLLECT   AT   (212)   929-5500   OR   VIA   EMAIL   AT
TENDEROFFER@MACKENZIEPARTNERS.COM.

Any  forward-looking  statements  contained in this release are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.  Forward-looking  statements are inherently  subject to a variety of risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  projected.  These risks and  uncertainties  include,  among  others:  the
willingness of Bairnco  stockholders  to tender their shares in the tender offer
and the  number  and  timing of shares  tendered;  the  receipt  of third  party
consents to the extent  required for the  acquisition;  and  satisfaction of the
various  closing  conditions.  Other  important  factors that could cause actual
results to differ materially are included but are not limited to those listed in
Bairnco's periodic reports and registration statements filed with the Securities
and Exchange  Commission.  Steel undertakes no obligation to update  information
contained in this release.