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. 10)

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

                               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. 10 ("Amendment No. 10") 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 Offer to Purchase attached as Exhibit (a)(1)(i) to the Schedule TO is
amended as follows:

      Section 11 ("Background of the Offer") is hereby amended as follows:

      The fifteenth paragraph of Section 11 is hereby deleted.

      The second sentence of the twenty-fourth paragraph of Section 11 is hereby
amended by deleting the phrase beginning with "Mr. Fichthorn" and ending with
"in cash" and replacing it with the following phrase: "Mr. Fichthorn suggested
that the Company Board might be receptive to a transaction at a price
significantly higher than $12.00 per Share".

      The fourth sentence of the twenty-seventh paragraph of Section 11 is
hereby deleted and replaced with the following sentence: "Parent also retained
an independent environmental consultant to review environmental studies of the
Company's facilities that had been previously prepared for the Company."

      The thirty-first paragraph of Section 11 is hereby amended by (i) deleting
clause (1) in its entirety and replacing it with the following: "(1) the
significant increase in sales and production needed to ramp-up the Company's
Chinese facility, which began limited operations in October 2006, from its
current operating loss to its projected profitability in view of the Company's
prior announcement that production was expected to commence by the end of 2005
and that the facility was expected to be profitable in 2006;" and (ii) deleting
clause (3) in its entirety and replacing it with the following: "(3) the
Company's acquisition of the Atlanta SharpTech business and the challenges faced
by the Company in integrating this business with the Company's underperforming
Kasco division;".

      Section 11 is hereby amended by adding the following paragraphs after the
last paragraph of such Section:

      "On December 29, 2006, the Company issued a statement in response to
Parent's announcement that it was filing a preliminary consent solicitation
statement with the SEC.

      On January 3, 2007, Parent sent to the Company a demand to inspect its
stockholder list to enable Parent to communicate with stockholders in connection
with the Consent Solicitation.

      On January 10, 2007, Parent sent to the Company a request that the Company
Board fix a record date for the purpose of determining the stockholders entitled
to provide written consents in connection with the Consent Solicitation.

      Parent filed a revised preliminary consent solicitation statement relating
to the Consent Solicitation with the SEC on January 11, 2007 and filed a




definitive consent solicitation statement with the SEC on January 12, 2007.
Parent mailed the definitive consent solicitation statement and accompanying
GOLD consent card to stockholders on or about January 16, 2007. Also on January
16, 2007, Parent delivered its GOLD consent card to the Company in which it
consented to each of the four proposals pursuant to the Consent Solicitation.

      On January 11, 2007, the Company filed a preliminary consent statement
with the SEC. It filed a revised preliminary consent statement on January 23,
2007.

      On January 16, 2007, the Company distributed a letter to its stockholders
relating to the Consent Solicitation.

      On January 22, 2007, the Company announced that the Company Board set a
record date of January 30, 2007 in connection with the Consent Solicitation.

      On January 23, 2007, Parent announced that it received notification that
the Company Board set January 30, 2007 as the record date for determining
stockholders entitled to provide written consents in connection with the Consent
Solicitation, and Parent supplemented its definitive consent solicitation
statement accordingly.

      Also on January 23, 2007, Parent delivered a letter to the Company
nominating the Parent Nominees for election to the Company Board at the
Company's 2007 annual meeting of stockholders currently scheduled to be held on
April 19, 2007, or any other meeting of stockholders held in lieu thereof, and
any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting"). The purpose of nominating the Parent Nominees is to ensure
that the stockholders of the Company will have an opportunity to elect the
Parent Nominees as directors of the Company at the Annual Meeting to the extent
any of them are not elected pursuant to the Consent Solicitation.

      On January 24, 2007, Parent sent a letter to stockholders of the Company
questioning the Company Board's past record and calling on stockholders to
support the Consent Solicitation in order to allow the stockholders to decide
their company's future for themselves. Parent also issued a press release
containing its letter to stockholders on that date."

ITEM 10.    FINANCIAL STATEMENTS.

     Not applicable.

ITEM 11.    ADDITIONAL INFORMATION.

      On January 23, 2007, Parent issued a press release announcing that it
received notification that the Company Board set January 30, 2007 as the record
date for determining stockholders entitled to provide written consents in
connection with the Consent Solicitation, as those terms are defined in the
Offer to Purchase. The press release issued by Parent is attached hereto as
Exhibit (a)(5)(xi).

      Also on January 23, 2007, Parent delivered a letter to the Company
nominating the Parent Nominees for election to the Company Board at the Annual
Meeting, as those terms are defined in the Offer to Purchase. The nomination
letter delivered by Parent to the Company is attached hereto as Exhibit
(a)(5)(xii).

      On January 24, 2007, Parent sent a letter to stockholders of the Company
questioning the Company Board's past record and calling on stockholders to
support the Consent Solicitation in order to allow the stockholders to decide
their company's future for themselves, as those terms are defined in the Offer
to Purchase. The press release issued by Parent containing its letter to
stockholders is attached hereto as Exhibit (a)(5)(xiii).





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.*

(a)(5)(v)     Text of press release issued by Parent, dated August 10, 2006.*

(a)(5)(vi)    Text of press release issued by Parent, dated September 11, 2006.*

(a)(5)(vii)   Text of press release issued by Parent, dated September 29, 2006.*

(a)(5)(viii)  Text of press release issued by Parent, dated October 27, 2006.*

(a)(5)(ix)    Text of press release issued by Parent, dated November 28, 2006.*

(a)(5)(x)     Text of press release issued by Parent, dated December 29, 2006.*

(a)(5)(xi)    Text of press release issued by Parent, dated January 23, 2007.

(a)(5)(xii)   Nomination letter, dated January 23, 2007, delivered by Parent to
              the Company.

(a)(5)(xiii)  Text of press release issued by Parent, dated January 24, 2007.

(b)           Not applicable.

(c)           Not applicable.

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

(d)(ii)       Joint Filing and Solicitation Agreement by and among Steel
              Partners II, L.P., Steel Partners, L.L.C., BZ Acquisition Corp.,
              Warren G. Lichtenstein, Hugh F. Culverhouse, John J. Quicke,
              Anthony Bergamo and Howard M. Leitner, dated as of December 29,
              2006.*

(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:  January 24, 2007


                              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.*

(a)(5)(v)     Text of press release issued by Parent, dated August 10, 2006.*

(a)(5)(vi)    Text of press release issued by Parent, dated September 11, 2006.*

(a)(5)(vii)   Text of press release issued by Parent, dated September 29, 2006.*

(a)(5)(viii)  Text of press release issued by Parent, dated October 27, 2006.*

(a)(5)(ix)    Text of press release issued by Parent, dated November 28, 2006.*

(a)(5)(x)     Text of press release issued by Parent, dated December 29, 2006.*

(a)(5)(xi)    Text of press release issued by Parent, dated January 23, 2007.

(a)(5)(xii)   Nomination letter, dated January 23, 2007, delivered by Parent to
              the Company.

(a)(5)(xiii)  Text of press release issued by Parent, dated January 24, 2007.

(b)           Not applicable.

(c)           Not applicable.

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

(d)(ii)       Joint Filing and Solicitation Agreement by and among Steel
              Partners II, L.P., Steel Partners, L.L.C., BZ Acquisition Corp.,
              Warren G. Lichtenstein, Hugh F. Culverhouse, John J. Quicke,
              Anthony Bergamo and Howard M. Leitner, dated as of December 29,
              2006.*

(e)           Not applicable.





(f)           Not applicable.

(g)           Not applicable.

(h)           Not applicable.

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

EX-99.A(5)(XI)

                                                              Exhibit (a)(5)(xi)


PRESS RELEASE


FOR IMMEDIATE RELEASE:


         BAIRNCO CORPORATION SETS JANUARY 30, 2007 AS RECORD DATE FOR
                   STEEL PARTNERS II'S CONSENT SOLICITATION


      NEW  YORK,  NY - JANUARY  23,  2007 -- Steel  Partners  II,  L.P.  ("Steel
Partners II") announced  today that it received  notification  that the Board of
Directors of Bairnco Corporation  (NYSE:BZ;  "Bairnco") has set January 30, 2007
as the record date for  determining  stockholders  entitled  to provide  written
consents in connection with Steel Partners II's consent solicitation.

      On  January  12,  2007,  Steel  Partners  II  filed a  definitive  Consent
Solicitation Statement with the Securities and Exchange Commission in connection
with the solicitation of written consents from Bairnco's  stockholders to, among
other  things,  remove each current  member of Bairnco's  Board of Directors and
replace them with five highly qualified  individuals nominated by Steel Partners
II.  Steel  Partners  II is seeking  the support of  Bairnco's  stockholders  to
replace the existing  Board  because Steel  Partners II believes that  Bairnco's
current  directors  are not acting,  and will not act,  in the best  interest of
stockholders with respect to Steel Partners II's tender offer for Bairnco.

      On June 22, 2006, BZ Acquisition Corp., a wholly-owned subsidiary of Steel
Partners II, commenced a tender offer to purchase all the issued and outstanding
shares of Bairnco  common  stock for $12.00 net per share in cash.  The  Bairnco
Board  rejected  Steel  Partners  II's  offer  despite  the fact  that the offer
represents a premium of 21% over the last reported sales price per share on June
15, 2006, the day Steel Partners II informed  Bairnco of its proposal to acquire
all outstanding shares. If Steel Partners II's nominees are elected,  they will,
subject to their fiduciary  duties,  remove the obstacles to the consummation of
the offer,  including  redeeming  Bairnco's "poison pill" rights plan and opting
out of Section 203 of the Delaware General Corporation Law.

      Steel Partners II urges stockholders to carefully consider the information
contained in the Consent Solicitation  Statement and then support Steel Partners
II's efforts by signing, dating and returning the GOLD consent card. If you have
any  questions or require a copy of Steel  Partners  II's  Consent  Solicitation
Statement,  please contact MacKenzie Partners, Inc. toll-free at (800) 322-2885,
(212) 929-5500 (call collect) or via email at Bairnco@mackenziepartners.com.


IMPORTANT INFORMATION REGARDING THE TENDER OFFER

BZ  Acquisition  Corp.,  a  wholly-owned  subsidiary  of Steel  Partners II, 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 Monday,  January 29,
2007, 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 PARTNERS II 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  HTTP://WWW.SEC.GOV  OR  FROM  STEEL  PARTNERS  II  BY  CONTACTING  MACKENZIE
PARTNERS,  INC.  TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA
EMAIL AT BAIRNCO@MACKENZIEPARTNERS.COM.

IMPORTANT INFORMATION REGARDING THE CONSENT SOLICITATION

Steel Partners II, together with the other  Participants (as defined below), has
filed a definitive  consent  solicitation  statement (the "Consent  Solicitation
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the solicitation of written consents from Bairnco stockholders.

STEEL  PARTNERS II  STRONGLY  ADVISES  ALL  STOCKHOLDERS  OF BAIRNCO TO READ THE
CONSENT SOLICITATION STATEMENT BECAUSE IT CONTAINS IMPORTANT  INFORMATION.  SUCH
CONSENT  SOLICITATION  STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE
AT  HTTP://WWW.SEC.GOV.  IN ADDITION,  THE PARTICIPANTS IN THE SOLICITATION WILL
PROVIDE  COPIES  OF THE  CONSENT  SOLICITATION  STATEMENT  WITHOUT  CHARGE  UPON
REQUEST.  REQUESTS FOR COPIES  SHOULD BE DIRECTED TO THE  PARTICIPANTS'  CONSENT
SOLICITOR,  MACKENZIE PARTNERS,  INC., TOLL-FREE AT (800) 322-2885 OR COLLECT AT
(212) 929-5500 OR VIA EMAIL AT BAIRNCO@MACKENZIEPARTNERS.COM.

THE  PARTICIPANTS  IN THE CONSENT  SOLICITATION  ARE STEEL  PARTNERS II, STEEL
PARTNERS,  L.L.C.,  BZ  ACQUISITION  CORP.,  WARREN G.  LICHTENSTEIN,  HUGH F.
CULVERHOUSE,   JOHN  J.  QUICKE,   ANTHONY   BERGAMO  AND  HOWARD  M.  LEITNER
(COLLECTIVELY,  THE  "PARTICIPANTS").   STOCKHOLDERS  OF  BAIRNCO  MAY  OBTAIN
INFORMATION  REGARDING  THE  PARTICIPANTS'  DIRECT OR INDIRECT  INTERESTS,  BY
SECURITY  HOLDINGS  OR  OTHERWISE,  IN BAIRNCO  BY  REFERRING  TO THE  CONSENT
SOLICITATION STATEMENT.


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  Partners II undertakes no obligation to update
information contained in this release.


For additional information:

Media
Jason Booth and Terry Fahn
Sitrick And Company, Inc.
(310) 788-2850

Investors and Analysts
Daniel Sullivan and Bob Sandhu
Mackenzie Partners, Inc.
(212) 929-5500

EX-99.A(5)(XII)

                                                             Exhibit (a)(5)(xii)

                             STEEL PARTNERS II, L.P.
                         590 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10022

                                                                January 23, 2007

VIA FACSIMILE AND FEDERAL EXPRESS

Bairnco Corporation
300 Primera Boulevard, Suite 432
Lake Mary, Florida  32746
Attn:  Corporate Secretary

Re:  NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
     DIRECTORS AT THE 2007 ANNUAL MEETING OF STOCKHOLDERS OF BAIRNCO CORPORATION

Dear Sir:

      This letter  shall serve to satisfy the  advance  notice  requirements  of
Article  III,  Section 3 of the Amended and  Restated  Bylaws (the  "Bylaws") of
Bairnco Corporation ("Bairnco") as to the nomination by Steel Partners II, L.P.,
a Delaware limited  partnership  ("Steel Partners II"), of five (5) nominees for
election to the Board of Directors of Bairnco (the "Bairnco  Board") at the 2007
annual meeting of stockholders of Bairnco,  or any other meeting of stockholders
held in lieu thereof,  and any  adjournments,  postponements,  reschedulings  or
continuations thereof (the "Annual Meeting").

      This letter and the Exhibits attached hereto are collectively  referred to
as the "Notice." Steel Partners II is the beneficial  owner of 1,110,200  shares
of common  stock,  $0.01 par value per share (the "Common  Stock"),  of Bairnco,
1,000  shares of which are held of record by Steel  Partners  II.  Through  this
Notice,  Steel  Partners II hereby  nominates  and notifies you of its intent to
nominate Warren G. Lichtenstein,  John J. Quicke,  Hugh F. Culverhouse,  Anthony
Bergamo and Howard M. Leitner as nominees (the  "Nominees") to be elected to the
Bairnco Board at the Annual  Meeting.  Steel Partners II believes that the terms
of the five (5) directors  currently  serving on the Bairnco Board expire at the
Annual  Meeting.  To the extent there are in excess of five (5) vacancies on the
Bairnco  Board to be  filled  by  election  at the  Annual  Meeting  or  Bairnco
increases the size of the Bairnco Board above its existing size,  Steel Partners
II  reserves  the right to  nominate  additional  nominees  to be elected to the
Bairnco Board at the Annual Meeting. Additional nominations made pursuant to the
preceding  sentence are without  prejudice to the position of Steel  Partners II
that any  attempt  to  increase  the  size of the  current  Bairnco  Board or to
classify the Bairnco Board  constitutes  an unlawful  manipulation  of Bairnco's
corporate machinery. If this Notice shall be deemed for any reason by a court of
competent  jurisdiction to be ineffective  with respect to the nomination of any
of the Nominees at the Annual  Meeting,  or if any  individual  Nominee shall be
unable to serve for any reason,  this Notice shall continue to be effective with
respect  to  the  remaining  Nominee(s)  and as to  any  replacement  Nominee(s)
selected by Steel Partners II.


                                       1



      The information  concerning Steel Partners II and the Nominees required by
Article III, Section 3 of the Bylaws is set forth below:

      (I)   NAME AND  ADDRESS  OF THE  STOCKHOLDER  GIVING THE  NOTICE,  AS THEY
            APPEAR ON BAIRNCO'S BOOKS:

            Name                        Address
            ----                        -------

            STEEL PARTNERS II, L.P.     590 Madison Avenue, 32nd Floor
                                        New York, New York 10022

      (II)  CLASS AND NUMBER OF SHARES OF BAIRNCO WHICH ARE  BENEFICIALLY  OWNED
            BY THE STOCKHOLDER GIVING THE NOTICE:

            Name                        Beneficial Ownership
            ----                        --------------------

            Steel Partners II, L.P.     1,110,200 shares of Common Stock,
                                        including 1,000 shares held of record

      (III) ALL INFORMATION RELATING TO EACH OF THE NOMINEES THAT IS REQUIRED TO
            BE DISCLOSED IN  SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS,
            OR IS OTHERWISE  REQUIRED,  IN EACH CASE PURSUANT TO REGULATION  14A
            UNDER THE  SECURITIES  EXCHANGE ACT OF 1934,  AS AMENDED,  INCLUDING
            SUCH NOMINEE'S WRITTEN CONSENT TO BEING NAMED IN THE PROXY STATEMENT
            AS A NOMINEE AND TO SERVING AS A DIRECTOR IF ELECTED:

            WARREN G.  LICHTENSTEIN (AGE 41) has been the Chairman of the Board,
            Secretary  and  the  Managing  Member  of  Steel  Partners,   L.L.C.
            ("Partners  LLC"),  the  general  partner  of Steel  Partners  II, a
            private  investment  partnership,  since  January  1,  1996  and the
            President, Chief Executive Officer and a director of Steel Partners,
            Ltd.  ("SPL"),  a  management  and advisory  company  that  provides
            management  services to Steel Partners II and its affiliates,  since
            June 1999. Mr.  Lichtenstein has been a director (currently Chairman
            of  the  Board)  of  United   Industrial   Corporation,   a  company
            principally focused on the design, production and support of defense
            systems and a manufacturer  of combustion  equipment for biomass and
            refuse fuels,  since May 2001. Mr.  Lichtenstein has been a director
            (currently Chairman of the Board) of SL Industries, Inc., a designer
            and manufacturer of power electronics, power motion equipment, power
            protection    equipment,    and   teleprotection   and   specialized
            communication  equipment,  since  January  2002 and  served as Chief
            Executive  Officer from  February 2002 to August 2005. He has served
            as  Chairman  of the  Board of WHX  Corporation  ("WHX"),  a holding
            company,  since July 2005. Mr.  Lichtenstein  has been a director of
            KT&G Corporation, South Korea's largest tobacco company, since March
            2006. Mr.  Lichtenstein was a director of Layne Christensen  Company
            ("Layne  Christensen"),  a provider of products and services for the
            water,  mineral,  construction and energy markets, from January 2004
            to  October  2006.  Mr.   Lichtenstein   served  as  a  director  of


                                       2



            WebFinancial  Corporation,  a consumer and commercial  lender,  from
            1996 to June 2005,  as Chairman  and Chief  Executive  Officer  from
            December  1997 to June 2005 and as President  from  December 1997 to
            December 2003. The business address of Mr. Lichtenstein is c/o Steel
            Partners II, L.P.,  590 Madison  Avenue,  32nd Floor,  New York, New
            York  10022.  By virtue  of his  position  with  Partners  LLC,  Mr.
            Lichtenstein  has the power to vote and dispose of the Common  Stock
            owned by Steel Partners II.  Accordingly,  Mr.  Lichtenstein  may be
            deemed to be the beneficial owner of the Common Stock owned by Steel
            Partners II. For  information  regarding  purchases and sales during
            the past two years by Steel  Partners  II of  securities  of Bairnco
            that may be deemed to be beneficially owned by Mr. Lichtenstein, see
            EXHIBIT A.

            HUGH F.  CULVERHOUSE (AGE 57) is the owner of Palmer Ranch Holdings,
            Ltd.,  a Florida  real  estate  investor.  Mr.  Culverhouse  is also
            presently the principal of  Culverhouse  Limited  Partnership  which
            invests in real estate,  securities  and hedge  funds.  From 1997 to
            2001, he served as Head Trustee for Hugh F. Culverhouse Trust, which
            is comprised of land holdings,  orange  groves,  utilities and other
            businesses.  From 1979 to 1999, Mr.  Culverhouse  was an attorney in
            private  practice.  Prior to such  time,  he was an  Assistant  U.S.
            Attorney with the U.S. Justice  Department and a Trial Attorney with
            the Securities and Exchange Commission.  The business address of Mr.
            Culverhouse is SBS Tower,  Suite PH 1-C, 2601 South Bayshore  Drive,
            Miami, Florida 33133. Mr. Culverhouse does not beneficially own, and
            has not purchased or sold during the past two years,  any securities
            of Bairnco.

            JOHN J. QUICKE (AGE 57) has served as a Vice  President of SPL since
            September  2005.  Mr.  Quicke has served as Chairman of the Board of
            NOVT Corporation,  a former developer of advanced medical treatments
            for coronary and  vascular  disease,  since April 2006 and served as
            President  and Chief  Executive  Officer  of NOVT from April 2006 to
            November  2006.  He has served as a director  of WHX since July 2005
            and as a Vice  President  since October 2005.  Mr. Quicke  currently
            serves as a director of Layne Christensen and Angelica  Corporation,
            a leading  provider of  healthcare  linen  management  services.  He
            served as a director, President and Chief Operating Officer of Sequa
            Corporation  ("Sequa"),  a diversified industrial company, from 1993
            to March 2004, and Vice Chairman and Executive Officer of Sequa from
            March 2004 to March 2005. As Vice Chairman and Executive  Officer of
            Sequa, Mr. Quicke was responsible for the Automotive, Metal Coating,
            Specialty   Chemicals,   Industrial   Machinery  and  Other  Product
            operating  segments of the company.  From March 2005 to August 2005,
            Mr. Quicke  occasionally served as a consultant to Steel Partners II
            and explored other business  opportunities.  The business address of
            Mr. Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue,  32nd
            Floor,  New York, New York 10022.  Mr. Quicke does not  beneficially
            own, and has not  purchased  or sold during the past two years,  any
            securities of Bairnco.

            ANTHONY  BERGAMO (AGE 60) has served in a variety of capacities with
            Milstein  Hotel  Group,  a hotel  operator,  since April 1996,  most


                                       3



            recently  as  Managing  Director.  He has also  served  as the Chief
            Executive  Officer  of Niagara  Falls  Redevelopment,  Ltd.,  a real
            estate development  company,  since August 1998. He has held various
            positions with MB Real Estate, a property  management  company based
            in New York  City and  Chicago,  since  April  1996,  including  the
            position of Vice  Chairman  since May 2003.  Mr.  Bergamo has been a
            director  of Lone  Star  Steakhouse  &  Saloon,  Inc.,  an owner and
            operator of restaurants, since May 2002. He has also been a director
            since 1995,  a Trustee  since 1986 and  currently is Chairman of the
            Audit Committee of Dime Community  Bancorp.  Mr. Bergamo is also the
            Founder of the Federal Law Enforcement Foundation, a foundation that
            provides   economic   assistance  to  both  federal  and  local  law
            enforcement   officers   suffering  from  serious   illness  and  to
            communities recovering from natural disasters, and has served as its
            Chairman since 1988.  The business  address of Mr. Bergamo is c/o MB
            Real Estate,  335 Madison  Avenue,  14th Floor,  New York,  New York
            10017. Mr. Bergamo does not beneficially  own, and has not purchased
            or sold during the past two years, any securities of Bairnco.

            HOWARD M. LEITNER (AGE 66) served as Senior Vice President,  Finance
            of Sequa from November  1999 to January 2006.  From 1980 to 1999, he
            served in various capacities including President and Chief Financial
            Officer of Chock  Full O' Nuts  Corporation,  a marketer  of coffee.
            From 1977 to 1980,  Mr.  Leitner was a Senior Audit Manager with the
            accounting  firm of Ernst &  Young.  From  1963 to  1977,  he was an
            accountant  with SD  Leidesdorf & Co., an  accounting  firm that was
            acquired by Ernst & Young.  Mr.  Leitner is  presently  retired from
            active  employment.  His principal  address is 78335 Griffin  Drive,
            Palm Desert,  California  92211.  Mr. Leitner does not  beneficially
            own, and has not  purchased  or sold during the past two years,  any
            securities of Bairnco.

            On June 22,  2006,  BZ  Acquisition  Corp.  ("BZA"),  a wholly owned
            subsidiary  of  Steel  Partners  II,  commenced  a  tender  offer to
            purchase all the issued and outstanding  Common Stock of Bairnco for
            $12.00  net per share in cash,  upon the terms  and  subject  to the
            conditions set forth in the offer to purchase,  dated June 22, 2006,
            as subsequently amended (together with any amendments or supplements
            thereto,  the  "Offer to  Purchase")  and in the  related  letter of
            transmittal   (which,   together   with  the   Offer  to   Purchase,
            collectively  constitute  the "Offer").  The purpose of the Offer is
            for Steel  Partners II to acquire  control of, and the entire equity
            interest in, Bairnco.  Steel Partners II currently intends,  as soon
            as practicable following  consummation of the Offer, to seek to have
            Bairnco  consummate a merger or other similar  business  combination
            with BZA or another  affiliate of Steel  Partners II (the  "Proposed
            Merger").

            On December 29, 2006,  Steel Partners II,  Partners LLC, BZA, Warren
            G.  Lichtenstein,  John  J.  Quicke,  Hugh F.  Culverhouse,  Anthony
            Bergamo and Howard M. Leitner  (collectively,  the "Group")  entered
            into a Joint Filing and Solicitation Agreement in which, among other
            things, (i) the parties agreed to the joint filing on behalf of each
            of them of statements on Schedule 13D with respect to the securities
            of Bairnco,  (ii) the parties agreed to solicit written  consents or


                                       4



            proxies to elect the Nominees or any other person  designated by the
            Group as directors of Bairnco and to take all other action necessary
            or  advisable to achieve the  foregoing  (the  "Solicitation"),  and
            (iii)  Steel  Partners  II agreed to bear all  expenses  incurred in
            connection with the Group's activities,  including approved expenses
            incurred by any of the parties in connection with the  Solicitation,
            subject to certain limitations.

            Pursuant  to  letter  agreements  dated  December  29,  2006,  Steel
            Partners II agreed to indemnify each of the Nominees  against claims
            arising from the Solicitation and any related transactions.

            The Bairnco Board has refused to take the steps  necessary to permit
            Steel Partners II to consummate the Offer. As a result, on or around
            January 16,  2007,  Steel  Partners II commenced a  solicitation  of
            written  consents  of the  stockholders  of  Bairnco  (the  "Consent
            Solicitation")  to remove and  replace  the  current  members of the
            Bairnco  Board with the  Nominees  who if elected  will,  subject to
            their fiduciary duties,  remove the obstacles to the consummation of
            the  Offer.  This would  allow  Bairnco's  stockholders  to have the
            ability to decide  for  themselves  whether  they want to accept the
            Offer,  the  Proposed  Merger or any other  third-party  acquisition
            proposal.  The  purpose  of  this  Notice  is  to  ensure  that  the
            stockholders  of  Bairnco  will  have an  opportunity  to elect  the
            Nominees as directors of Bairnco at the Annual Meeting to the extent
            any of them are not elected pursuant to the Consent Solicitation.

            Each of the Nominees  has  consented to be named as a nominee in any
            proxy  statement  filed by Steel Partners II in connection  with the
            solicitation  of proxies  for the  election  of the  Nominees to the
            Bairnco Board and to serve as a director of Bairnco,  if so elected.
            Such consents are attached hereto as EXHIBIT B.

            Except as set forth in this Notice  (including the Exhibits attached
            hereto), (i) during the past 10 years, no Nominee has been convicted
            in a criminal  proceeding  (excluding  traffic violations or similar
            misdemeanors);  (ii) no Nominee directly or indirectly  beneficially
            owns any securities of Bairnco; (iii) no Nominee owns any securities
            of Bairnco which are owned of record but not  beneficially;  (iv) no
            Nominee has purchased or sold any  securities of Bairnco  during the
            past two years; (v) no part of the purchase price or market value of
            the  securities  of Bairnco owned by any Nominee is  represented  by
            funds borrowed or otherwise obtained for the purpose of acquiring or
            holding such securities; (vi) no Nominee is, or within the past year
            was, a party to any contract,  arrangements or  understandings  with
            any person with respect to any securities of Bairnco, including, but
            not limited to, joint ventures, loan or option arrangements, puts or
            calls,  guarantees against loss or guarantees of profit, division of
            losses or profits, or the giving or withholding of proxies; (vii) no
            associate of any Nominee owns beneficially,  directly or indirectly,
            any  securities  of Bairnco;  (viii) no Nominee  owns  beneficially,
            directly or  indirectly,  any securities of any parent or subsidiary
            of Bairnco;  (ix) no Nominee or any of his associates was a party to
            any  transaction,  or  series  of  similar  transactions,  since the
            beginning  of  Bairnco's  last  fiscal  year,  or is a party  to any
            currently proposed  transaction,  or series of similar transactions,
            to which Bairnco or any of its subsidiaries was or is to be a party,


                                       5



            in which the amount involved exceeds $60,000;  and (x) no Nominee or
            any of his associates has any arrangement or understanding  with any
            person  with  respect  to any  future  employment  by Bairnco or its
            affiliates,  or with  respect  to any future  transactions  to which
            Bairnco or any of its affiliates will or may be a party.

            Other  than  as  stated  herein,   there  are  no   arrangements  or
            understandings  between  Steel  Partners II and each  Nominee or any
            other person or persons pursuant to which the nominations  described
            herein  are to be  made.  Reference  is  made  to the  Schedule  13D
            relating to the  securities of Bairnco,  the Schedule TO relating to
            the Offer and the Schedule 14A relating to the Consent Solicitation,
            each as  amended,  filed  and to be filed  with the  Securities  and
            Exchange  Commission by Steel Partners II and certain members of the
            Group,  as the case may be,  for  additional  information  regarding
            Steel  Partners II and the  members of the Group,  the Offer and the
            Consent Solicitation.

            A representative of Steel Partners II intends to appear in person at
            the Annual Meeting to nominate the persons  specified in this Notice
            for election to the Bairnco Board.

      Please address any  correspondence to Steel Partners II, L.P.,  Attention:
Warren Lichtenstein,  telephone (212) 520-2300, facsimile (212) 520-2301 (with a
copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq.,  telephone (212) 451-2333,  facsimile (212) 451-2222).  The giving of this
Notice  is not an  admission  that any  procedures  for  notice  concerning  the
nomination  of directors to the Bairnco Board are legal,  valid or binding,  and
Steel Partners II reserves the right to challenge their validity.

                                         Very truly yours,

                                         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


                                       6



                                    EXHIBIT A

                      TRANSACTIONS IN SECURITIES OF BAIRNCO
                            DURING THE PAST TWO YEARS

        Class              Quantity           Price Per            Date of
     of Security           Purchased          Share ($)            Purchase
    ------------           ---------          ---------           -----------

                             STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
    Common Stock                200             10.45             03/17/2005
    Common Stock             45,300             10.46             03/18/2005
    Common Stock             20,900             10.47             03/21/2005
    Common Stock             39,300             10.50             06/28/2005
    Common Stock              6,200             10.75             06/30/2005
    Common Stock              5,000             10.75             07/01/2005
    Common Stock             39,000             10.78             08/17/2005
    Common Stock              8,900             10.80             08/18/2005
    Common Stock              5,000             10.85             09/16/2005




                                    EXHIBIT B

                                NOMINEE CONSENTS




                                 JOHN J. QUICKE
                           C/O STEEL PARTNERS II, L.P.
                         590 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10022

                                                               December 29, 2006

Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn:  Warren G. Lichtenstein

Dear Mr. Lichtenstein:

      You are hereby notified that the undersigned  consents to being named as a
nominee in any consent  statement or proxy statement filed by Steel Partners II,
L.P.  with  the  Securities  and  Exchange  Commission  in  connection  with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.

                                          Very truly yours,

                                          /s/ John J. Quicke
                                          ------------------
                                          John J. Quicke




                               HUGH F. CULVERHOUSE
                             SBS TOWER, SUITE PH 1-C
                            2601 SOUTH BAYSHORE DRIVE
                              MIAMI, FLORIDA 33133

                                                               December 29, 2006

Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn:  Warren G. Lichtenstein

Dear Mr. Lichtenstein:

      You are hereby notified that the undersigned  consents to being named as a
nominee in any consent  statement or proxy statement filed by Steel Partners II,
L.P.  with  the  Securities  and  Exchange  Commission  in  connection  with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.

                                          Very truly yours,

                                          /s/ Hugh F. Culverhouse
                                          -----------------------
                                          Hugh F. Culverhouse




                                 ANTHONY BERGAMO
                               C/O MB REAL ESTATE
                         335 MADISON AVENUE, 14TH FLOOR
                            NEW YORK, NEW YORK 10017

                                                               December 29, 2006

Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn:  Warren G. Lichtenstein

Dear Mr. Lichtenstein:

      You are hereby notified that the undersigned  consents to being named as a
nominee in any consent  statement or proxy statement filed by Steel Partners II,
L.P.  with  the  Securities  and  Exchange  Commission  in  connection  with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.

                                          Very truly yours,

                                          /s/ Anthony Bergamo
                                          -------------------
                                          Anthony Bergamo




                                HOWARD M. LEITNER
                               78335 GRIFFIN DRIVE
                          PALM DESERT, CALIFORNIA 92211

                                                               December 29, 2006

Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn:  Warren G. Lichtenstein

Dear Mr. Lichtenstein:

      You are hereby notified that the undersigned  consents to being named as a
nominee in any consent  statement or proxy statement filed by Steel Partners II,
L.P.  with  the  Securities  and  Exchange  Commission  in  connection  with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.

                                          Very truly yours,

                                          /s/ Howard M. Leitner
                                          ---------------------
                                          Howard M. Leitner




                             WARREN G. LICHTENSTEIN
                           C/O STEEL PARTNERS II, L.P.
                         590 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10022

                                                               December 29, 2006

Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

Gentlemen:

      You are hereby notified that the undersigned  consents to being named as a
nominee in any consent  statement or proxy statement filed by Steel Partners II,
L.P.  with  the  Securities  and  Exchange  Commission  in  connection  with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.

                                          Very truly yours,

                                          /s/ Warren G. Lichtenstein
                                          --------------------------
                                          Warren G. Lichtenstein

EX-99.A(5)(XIII)

                                                            Exhibit (a)(5)(xiii)


FOR IMMEDIATE RELEASE


             STEEL PARTNERS II SENDS LETTER TO BAIRNCO STOCKHOLDERS
                   QUESTIONING BOARD OF DIRECTORS' PAST RECORD

      NEW  YORK,  NY - JANUARY  24,  2007 -- Steel  Partners  II,  L.P.  ("Steel
Partners  II"),  which has  commenced a $12.00 per share cash  tender  offer for
Bairnco Corporation (NYSE:BZ;  "Bairnco"),  announced today that it has sent the
following letter to stockholders of Bairnco  questioning the board of directors'
past record and calling on  stockholders  to support Steel Partners II's consent
solicitation  to remove the current  board  members and replace  them with Steel
Partners  II's  nominees  in order to allow the  stockholders  to  decide  their
company's future for themselves:

                             STEEL PARTNERS II, L.P.
                         590 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10022



                                                                January 24, 2007

Dear Fellow Stockholder:

      As you are aware, BZ Acquisition Corp., a wholly owned subsidiary of Steel
Partners II, L.P.,  has  commenced a tender offer to purchase all the issued and
outstanding  shares of common  stock of Bairnco  Corporation  for $12.00 net per
share in cash (the  "Offer").  THE BOARD OF  DIRECTORS OF BAIRNCO HAS REFUSED TO
TAKE THE STEPS NECESSARY TO ALLOW US TO CONSUMMATE THE OFFER AND TO ALLOW YOU TO
DETERMINE FOR YOURSELF WHETHER YOU WANT TO RECEIVE THE  CONSIDERATION TO BE PAID
PURSUANT TO THE OFFER.  Because we believe that the current directors of Bairnco
are not acting,  and will not act, in your best  interests  with  respect to the
Offer, we are soliciting  written  consents from Bairnco  stockholders to remove
each current  member of Bairnco's  board of directors and replace them with five
highly qualified  individuals who, as dictated by their fiduciary  duties,  will
take action to allow the stockholders, the true owners of Bairnco, to decide the
Company's future for themselves.

       SHOULD YOU TRUST THE CURRENT BOARD OF DIRECTORS WITH YOUR COMPANY'S
                                     FUTURE?

                        WE THINK THE ANSWER IS CLEARLY NO

      Bairnco's  management has made some bold predictions  regarding the future
financial  results of the Company for 2007. Do you believe that Bairnco,  led by
its current board of directors,  will achieve these projections?  If you look at
the record,  Bairnco's management is no stranger to making predictions of future
success that come up woefully short. To find unfulfilled expectations of greener




earnings  pastures,  you need look no further  than the two most  recent  annual
reports that Bairnco sent to its stockholders. Consider the following statements
made by Luke E. Fichthorn, III, Bairnco's Chairman of the Board and CEO:

FICTION:        "We expect 2005 to be a year of improved  results as compared to
                2004." (2004 annual report)

FACT:           In 2005,  operating  profit and diluted  earnings per share from
                continuing  operations  were each DOWN OVER 30%,  as compared to
                2004.

THE EXCUSE:     "[E]xternal events,  COMBINED WITH OUR DECISIONS - SOME OF WHICH
                WERE GOOD,  SOME BAD, AND SOME LATE - LED TO  FINANCIAL  RESULTS
                WELL BELOW OUR  EXPECTATIONS."  (2005  annual  report,  EMPHASIS
                ADDED)

WHY WOULD YOU BELIEVE THE BOARD OF DIRECTORS NOW?

      In  addition  to  making  public  statements  about the  Company's  future
financial performance that have not borne fruit, Mr. Fichthorn also conveniently
neglects to tell the whole story about the Company's  financial  health.  In the
Company's  press release  announcing its 2006 results,  Mr.  Fichthorn  fails to
remind you of his statement  from Bairnco's 2005 annual report that the level of
growth represented by the Company's 2006 earnings "will still leave us below our
long term financial  objectives."  He also doesn't tell you that,  even with the
repurchase  of a  significant  number of shares  during the past two years,  the
Company's  diluted earnings per share for 2006 is STILL BELOW THE COMPANY'S 2004
DILUTED EARNINGS PER SHARE OF $0.68.  Now, Mr. Fichthorn is predicting  earnings
per share growth in the range of  approximately  69% to 85% in 2007 even though,
in 2006,  the Company did not return to 2004 levels and Arlon  Coated  Materials
operating  profit  DECREASED  48.4% IN 2006,  including an OPERATING LOSS IN THE
FOURTH QUARTER OF 2006. Based on its track record,  do you believe that Bairnco,
led by its current board of directors, will achieve these lofty projections?

      THE NUMBERS  DON'T LIE - Bairnco,  led by its current  board of directors,
earned less and is in a worse  financial  position - with  substantially  higher
debt - today than in 2004.

               HAS BAIRNCO BEEN ABLE TO DELIVER ON THE OPERATIONAL
                              CHANGES IT PROMISED?

                    AGAIN, WE THINK THE ANSWER IS CLEARLY NO

FICTION:     "[P]lans  have been  approved to open a China  manufacturing  plant
             which is expected to be in production by the end of 2005. . . . The
             plant is expected to be profitable in 2006." (2004 annual report)

FACT:        The new  China  plant  "will  not be  operational  until  the third
             quarter  2006." (2005 annual  report).  In fact, the China facility
             began only LIMITED  OPERATIONS in October  2006,  and a significant
             increase in sales and  production  is needed to ramp-up  this plant
             from  its  2006  fourth  quarter  operating  loss to the  level  of
             profitability projected by the Company for 2007.





FICTION:     "The start up  inefficiencies  and scrap at the San  Antonio  plant
             [into which Bairnco  consolidated its Arlon  industrial  engineered
             coated products businesses] should be materially reduced."
             (2004 annual report)

FACT:        "Arlon   Coated    Materials'   San   Antonio   facility   remained
             substantially below expected  performance levels during 2005 due to
             POOR PRODUCTION SCHEDULING,  INCREASED SCRAP, INEFFICIENT LABOR AND
             INCREASED RAW MATERIAL COSTS." (2005 annual report, EMPHASIS ADDED)

FICTION:     Bairnco's goal was "to move the remaining manufacturing  operations
             in St. Louis to Kasco's  Mexican plant over the first six months of
             2005." (2004 annual report)

FACT:        "The St. Louis plant move to Mexico was DELAYED [it was not in full
             operation  until  the end of the  third  quarter  of 2005] and OVER
             BUDGET [by nearly double the expected  cost]." (2005 annual report,
             EMPHASIS ADDED)

       WHEN  IT  COMES  TO  ITS  OPERATIONAL  OBJECTIVES,  BAIRNCO  HAS  CLEARLY
OVER-PROMISED AND UNDER-DELIVERED.

WHY WOULD YOU BELIEVE THE BOARD OF DIRECTORS NOW?

      Other  sophisticated,  potential  purchasers  of Bairnco  don't  appear to
believe the board of directors.  Although  Bairnco,  with the  assistance of its
financial advisor,  conducted a nearly three-month  process to explore a variety
of possible strategic alternatives,  including the possible sale of the Company,
IT DID NOT RECEIVE A SINGLE OFFER FOR THE ACQUISITION OF THE ENTIRE COMPANY.

      It also seems as though Bairnco's  management  doesn't have the confidence
to stand  behind  its own  financial  projections.  When we put forth a proposal
providing that a portion of the total transaction  consideration would depend on
Bairnco's future financial performance, it was summarily rejected.

      In a January 16, 2007 letter to stockholders,  Mr. Fichthorn  claimed that
the board of directors has  successfully  enhanced  shareholder  value "over the
last six months." For a board with over 50 years of combined  experience serving
as directors of the Company,  we find it curious that Mr. Fichthorn focused only
on the board's  questionable  accomplishments  during the past six months, which
happens to coincide  with the period of time during which our Offer has remained
open and the  directors'  continued  service with  Bairnco has been  threatened,
while  completely  overlooking  the past missteps we have recounted  above.  ASK
YOURSELF  WHETHER  THE PRICE  IMPACT  ON  BAIRNCO'S  STOCK IS THE  RESULT OF THE
COMPANY'S PERFORMANCE OR THE PUBLICLY ANNOUNCED INTEREST OF STEEL PARTNERS II IN
PURCHASING THE COMPANY.




            YOU SHOULD BE ABLE TO DECIDE THE FUTURE OF YOUR COMPANY

      We  believe  that  our  Offer  is fair  to all  stockholders  and  affords
stockholders an attractive and certain means of monetizing their investment,  as
opposed to the uncertainty  offered by the current board of directors,  with its
financial  crystal ball and  selective  memory.  The $12.00 per share cash price
proposed  to be  paid in the  Offer  represents  a  premium  of 21% to the  last
reported sales price per share on June 15, 2006, the day we informed  Bairnco of
our Offer.  Unfortunately,  the current board of directors has decided to reject
and  impose  roadblocks  on our  Offer.  As a  result,  we have  been  forced to
undertake our consent solicitation as a last resort. WE URGE ALL STOCKHOLDERS TO
CONSENT TO ALL FOUR OF OUR  PROPOSALS,  WHICH WILL  RESULT IN THE REMOVAL OF THE
CURRENT MEMBERS OF BAIRNCO'S BOARD OF DIRECTORS AND THEIR  REPLACEMENT WITH FIVE
HIGHLY QUALIFIED INDIVIDUALS WHO WILL ACT TO ENSURE THAT YOU, THE TRUE OWNERS OF
THE COMPANY, WILL HAVE A VOICE IN THE FUTURE OF YOUR INVESTMENT.

      DEMAND VALUE FOR YOUR INVESTMENT - VOTE THE GOLD CONSENT CARD TODAY!

      As a significant and long-term stockholder of the Company, we are counting
on your  support  to  maximize  value for all  stockholders.  We  encourage  all
stockholders  to vote promptly and to discard any consent  revocation  materials
you may receive from management.  If you return management's white consent card,
you can change your vote by executing  the enclosed  GOLD consent  card.  If you
have any questions,  or need assistance in voting your GOLD consent card, please
call  our  consent  solicitor,  MacKenzie  Partners,  Inc.,  toll-free  at (800)
322-2885 or (212) 929-5500 (call collect).

      Thank you in advance for your support.

                                          Sincerely,

                                          /s/ Warren G. Lichtenstein

                                          Warren G. Lichtenstein
                                          Steel Partners II, L.P.




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

    IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD CONSENT
    CARD, OR NEED ADDITIONAL COPIES OF STEEL PARTNERS II'S CONSENT MATERIALS,
     PLEASE CALL MACKENZIE PARTNERS, INC. AT THE PHONE NUMBERS LISTED BELOW.

                                   MACKENZIE
                                 PARTNERS, INC.
                               105 Madison Avenue
                               New York, NY 10016
                          bairnco@mackenziepartners.com

                          (212) 929-5500 (Call Collect)
                                       or
                            TOLL-FREE (800) 322-2885

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





IMPORTANT INFORMATION REGARDING THE TENDER OFFER

BZ  Acquisition  Corp.,  a  wholly-owned  subsidiary  of Steel  Partners II, 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 Monday,  January 29,
2007, 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 PARTNERS II 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  HTTP://WWW.SEC.GOV  OR  FROM  STEEL  PARTNERS  II  BY  CONTACTING  MACKENZIE
PARTNERS,  INC.  TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA
EMAIL AT BAIRNCO@MACKENZIEPARTNERS.COM.

IMPORTANT INFORMATION REGARDING THE CONSENT SOLICITATION

Steel Partners II, together with the other  Participants (as defined below), has
filed a  definitive  consent  solicitation  statement  (as it may be  amended or
supplemented,  the "Consent  Solicitation  Statement")  with the  Securities and
Exchange Commission (the "SEC") relating to the solicitation of written consents
from Bairnco stockholders.

STEEL  PARTNERS II  STRONGLY  ADVISES  ALL  STOCKHOLDERS  OF BAIRNCO TO READ THE
CONSENT SOLICITATION STATEMENT BECAUSE IT CONTAINS IMPORTANT  INFORMATION.  SUCH
CONSENT  SOLICITATION  STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE
AT  HTTP://WWW.SEC.GOV.  IN ADDITION,  THE PARTICIPANTS IN THE SOLICITATION WILL
PROVIDE  COPIES  OF THE  CONSENT  SOLICITATION  STATEMENT  WITHOUT  CHARGE  UPON





REQUEST.  REQUESTS FOR COPIES  SHOULD BE DIRECTED TO THE  PARTICIPANTS'  CONSENT
SOLICITOR,  MACKENZIE PARTNERS,  INC., TOLL-FREE AT (800) 322-2885 OR COLLECT AT
(212) 929-5500 OR VIA EMAIL AT BAIRNCO@MACKENZIEPARTNERS.COM.

THE  PARTICIPANTS  IN THE CONSENT  SOLICITATION  ARE STEEL  PARTNERS  II,  STEEL
PARTNERS,  L.L.C.,  BZ  ACQUISITION  CORP.,  WARREN  G.  LICHTENSTEIN,  HUGH  F.
CULVERHOUSE,   JOHN  J.   QUICKE,   ANTHONY   BERGAMO  AND  HOWARD  M.   LEITNER
(COLLECTIVELY,   THE   "PARTICIPANTS").   STOCKHOLDERS  OF  BAIRNCO  MAY  OBTAIN
INFORMATION  REGARDING  THE  PARTICIPANTS'  DIRECT  OR  INDIRECT  INTERESTS,  BY
SECURITY  HOLDINGS  OR  OTHERWISE,  IN  BAIRNCO  BY  REFERRING  TO  THE  CONSENT
SOLICITATION STATEMENT.

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  willingness  of  Bairnco
stockholders  to  deliver  written  consents  in  connection  with  the  consent
solicitation; 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 Partners II
undertakes no obligation to update information contained in this release.

For additional information:

Media
Jason Booth and Terry Fahn
Sitrick And Company, Inc.
(310) 788-2850

Investors and Analysts
Daniel Sullivan and Bob Sandhu
Mackenzie Partners, Inc.
(212) 929-5500