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. 11)

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

                             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. 11 ("Amendment No. 11") 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 Friday, February 23, 2007. 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 5:00 P.M., New York City time, on Monday, January 29, 2007,
are hereby amended and restated to refer to the Expiration Date as 5:00 P.M.,
New York City time, on Friday, February 23, 2007.

     Section 11 ("Background of the Offer") of the Offer to Purchase attached as
Exhibit (a)(1)(i) to the Schedule TO is hereby amended by adding the following
paragraph after the last paragraph of such Section:

     "On January 30, 2007, Parent announced the extension of the Expiration Date
to 5:00 p.m., New York City time, on February 23, 2007."

ITEM 10.    FINANCIAL STATEMENTS.

     Not applicable.

ITEM 11.    ADDITIONAL INFORMATION.

     On January 30, 2007, 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 Friday, February 23,
2007. As of the close of business on January 29, 2007, 1,628,272 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)(xiv).

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.*

(a)(5)(xiv)   Text of press release issued by Parent, dated January 30, 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 30, 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.*

(a)(5)(xiv)   Text of press release issued by Parent, dated January 30, 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)(XIV)

                                                             Exhibit (a)(5)(xiv)

PRESS RELEASE

FOR IMMEDIATE RELEASE:

                 STEEL PARTNERS II EXTENDS BAIRNCO TENDER OFFER
                          TO FRIDAY, FEBRUARY 23, 2007

      NEW  YORK,  NY - JANUARY  30,  2007 -- Steel  Partners  II,  L.P.  ("Steel
Partners  II"),  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 Friday, February 23, 2007. The
tender offer was  previously  set to expire at 5:00 P.M., New York City time, on
Monday,  January 29,  2007.  As of the close of business on January 29,  2007, a
total of 1,628,272 shares had been tendered in and not withdrawn from the offer,
which together with the shares owned by Steel  Partners II and its  subsidiaries
(including BZ Acquisition  Corp.),  represents  approximately 37.6% of the total
shares outstanding of Bairnco.

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 Friday,  February 23,
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 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
TENDEROFFER@MACKENZIEPARTNERS.COM.

IMPORTANT INFORMATION REGARDING THE CONSENT SOLICITATION AND PROXY
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")  and  intends  to file a
preliminary  proxy statement (as it may be amended or  supplemented,  the "Proxy
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the solicitation of written consents and proxies from Bairnco stockholders.

STEEL  PARTNERS II  STRONGLY  ADVISES  ALL  STOCKHOLDERS  OF BAIRNCO TO READ THE
CONSENT  SOLICITATION  STATEMENT  AND PROXY  STATEMENT AS THEY BECOME  AVAILABLE
BECAUSE THEY  CONTAIN,  OR WILL  CONTAIN,  IMPORTANT  INFORMATION.  SUCH CONSENT
SOLICITATION  STATEMENT IS AVAILABLE AND SUCH PROXY  STATEMENT WILL BE AVAILABLE
AT NO  CHARGE  ON THE SEC'S WEB SITE AT  HTTP://WWW.SEC.GOV.  IN  ADDITION,  THE
PARTICIPANTS   IN  THE   SOLICITATIONS   WILL  PROVIDE  COPIES  OF  THE  CONSENT
SOLICITATION  STATEMENT AND, WHEN IT BECOMES  AVAILABLE,  THE  DEFINITIVE  PROXY
STATEMENT,  WITHOUT CHARGE UPON REQUEST.  REQUESTS FOR COPIES SHOULD BE DIRECTED
TO THE PARTICIPANTS'  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,  AND  IN  THE  PROXY
SOLICITATION  ARE  ANTICIPATED  TO BE,  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 or proxies in connection with the proxy  statement;  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