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. 12)

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

                               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**
- --------------------------------------------------------------------------------
          $82,525,068.00                            $1,039
- --------------------------------------------------------------------------------





*  Estimated for purposes of calculating the amount of filing fee only.
   Transaction value derived by multiplying 6,181,653 (the maximum number of
   shares of common stock of subject company estimated to be acquired by
   Offeror) by $13.35 (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 Partners
    Amount Previously Paid:   $7,792           Filing Party: 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. 12 ("Amendment No. 12") 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 price per Share to be paid pursuant to the Offer has been increased
from $12.00 per Share to $13.35 per Share, net to the seller in cash, without
interest. 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 Offer price of $12.00 per
Share are hereby amended and restated to refer to $13.35 per Share.

     THE OFFER TO PURCHASE ATTACHED AS EXHIBIT (A)(1)(I) TO THE SCHEDULE TO IS
FURTHER AMENDED AS FOLLOWS:

SUMMARY TERM SHEET

     The phrase "$72.8 million" in each of the second and third sentences in the
response to the question "Do you have the financial resources to pay for the
shares?" is hereby deleted and replaced with the phrase "$82.5 million", and the
phrase "June 21, 2006" in the response to such question is hereby deleted and
replaced with the phrase "February 1, 2007".

SECTION 10 - "SOURCE AND AMOUNT OF FUNDS"

     The phrase "$72.8 million" in each of the first and second sentences of
Section 10 ("Source and Amount of Funds") is hereby deleted and replaced with
the phrase "$82.5 million".

     The phrase "June 21, 2006" in the second sentence of Section 10 ("Source
and Amount of Funds") is hereby deleted and replaced with the phrase "February
1, 2007".

SECTION 11 - "BACKGROUND OF THE OFFER"

     Section 11 ("Background of the Offer") is hereby amended by adding the
following paragraph after the last paragraph of such Section:

     "On February 2, 2007, Parent announced that it had increased the Offer
price to $13.35 per Share in cash. Prior to the announcement, a representative
of Parent telephoned Mr. Fichthorn to inform him of the increased Offer price."

ITEM 10.    FINANCIAL STATEMENTS.

     Not applicable.




ITEM 11.    ADDITIONAL INFORMATION.

     On February 2, 2007, Parent issued a press release announcing that it had
increased the Offer price to $13.35 per Share in cash, as those terms are
defined in the Offer to Purchase. The press release issued by Parent is attached
hereto as Exhibit (a)(5)(xv).

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.*

(a)(5)(xv)    Text of press release issued by Parent, dated February 2, 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: February 2, 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.*

(a)(5)(xv)    Text of press release issued by Parent, dated February 2, 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)(XV)

                                                              Exhibit (a)(5)(xv)

PRESS RELEASE

FOR IMMEDIATE RELEASE:

     STEEL PARTNERS II INCREASES TENDER OFFER PRICE FOR BAIRNCO CORPORATION
                           TO $13.35 PER SHARE IN CASH

      NEW  YORK,  NY -  FEBRUARY  2, 2007 -- Steel  Partners  II,  L.P.  ("Steel
Partners II")  announced  today that it is  increasing  its cash tender offer to
purchase  all  of  the  outstanding  shares  of  Bairnco  Corporation  (NYSE:BZ;
"Bairnco") from $12.00 per share to $13.35 per share in cash.

      Warren  Lichtenstein,  the managing member of Steel Partners II, said, "We
believe that the increased cash tender offer price of $13.35 per share fully and
fairly reflects the true value of Bairnco's  shares and would give  stockholders
immediate  liquidity in a stock that is thinly traded.  The increased cash offer
price represents a premium of 34% to the closing price of Bairnco's stock on the
day we informed  Bairnco of our tender  offer and a multiple of 19.9x  Bairnco's
trailing twelve month earnings,  which is significantly  higher than the average
price/earnings  multiples  of  comparable  companies  over the same  period.  In
raising our offer price, we have given due  consideration to Bairnco's  guidance
for 2007 in view of its past failures to achieve its projected  financial growth
and deliver on promised  operational  changes.  If the Board of Directors  truly
claims to be acting in the best interests of stockholders, then, in light of our
increased  offer, it should  immediately  remove the obstacles it has imposed on
our tender offer to allow stockholders to decide the future of their company for
themselves."

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 $13.35 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
BAIRNCO@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.

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