UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2001~~2006

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-8120

BAIRNCO CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware 13-3057520

(State or other jurisdiction of (IRS Employer

incorporation or organization) Identification No.)

300 Primera Blvd., Lake Mary, Florida 32746

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (407) 875-2222

Securities registered pursuant to Section 12(b) of the Act:

Name of each Exchange on

Title of each class ~~which registered~~

~~Common~~ which ~~Stock, par value $.01 per share New York Stock Exchange~~registered

Common Stock, par value $.01 per share

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the Registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~or bya ~~Section~~non-accelerated 13filer ~~or 15~~(d)as ofdefined ~~the~~in ~~Securities~~ Exchange Act ofRule ~~1934~~12b-2 ~~during~~of the ~~preceding~~Exchange ~~12 months (or for such shorter period that the Registrant was required to file such reports~~Act),. ~~and~~Large ~~(2)~~accelerated ~~has~~filer ~~been~~[ ~~subject~~] toAccelerated ~~such~~filer ~~filing~~[X] ~~requirements~~Non-accelerated ~~for~~filer ~~the~~[ ~~past 90 days. Yes X No~~ ]

OnIndicate ~~March~~by 1,check ~~2002,~~mark whether the ~~aggregate~~Registrant ~~market~~is ~~value~~a ofshell ~~the~~company ~~Registrant's~~(as ~~voting~~defined ~~stock~~in ~~held~~Rule ~~by non~~12b-~~affiliates~~2 ~~was~~of ~~$34,634,220~~the Exchange Act). [ ] Yes [X] No

On ~~March~~July 1, ~~2002~~2006, ~~there~~the ~~were~~aggregate ~~7,328,768~~market ~~shares~~value of ~~Common~~the ~~Stock~~Registrant's ~~outstanding,~~voting ~~exclusive~~and ofnon-voting ~~treasury~~common ~~shares~~equity ~~or shares~~ held by ~~subsidiaries~~non-affiliates ofwas ~~the Registrant~~$76,751,742.

~~Parts~~On IMarch 2, II2007, ~~and~~there IVwere ~~incorporate~~7,294,428 ~~information~~shares byof ~~reference~~Common ~~from~~Stock ~~the~~outstanding, ~~Annual~~exclusive ~~Report~~of totreasury ~~Stockholders~~shares ~~for~~or ~~the~~shares ~~fiscal~~held ~~year ended December 31, 2001. Part III incorporates information~~ by ~~reference~~subsidiaries ~~from~~of the ~~Proxy Statement dated March 8, 2002 in connection with the~~ Registrant~~'s Annual Meeting of Stockholders to be held on April 18, 2002~~.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV incorporate information by reference from the Annual Report to Stockholders for the fiscal year ended December 31, 2006. Part III incorporates information by reference from the Definitive Consent Statement (DEFC14A) filed with the Securities and Exchange Commission on January 24, 2007.

PART I

Item 1. ~~BUSINESS~~

~~a. Recent Developments and Description~~BUSINESS

Recent Developments and Description

Bairnco Corporation was incorporated under the laws of the State of New York on April 9, 1981. Effective September 24, 1991, Bairnco Corporation changed its state of incorporation from New York to Delaware. Unless otherwise indicated herein, the terms "Bairnco" and the "Corporation" refer to Bairnco Corporation and its subsidiaries.

Bairnco's operates two core businesses ~~are~~– Arlon's ~~Engineered Materials~~ and ~~Components, and~~ Kasco~~'s Replacement Products and Services~~. InArlon ~~February~~businesses ~~of 2000 Bairnco purchased certain assets of the materials business ("Signtech") of Signtech USA~~design, ~~Ltd.~~manufacture, aand ~~manufacturer~~sell ofengineered ~~laminated~~materials ~~vinyl~~and ~~fabrics~~components ~~designated~~ for ~~use~~the inelectronic, ~~the~~industrial and commercial ~~graphics market~~markets. InThese ~~January~~products ~~2001,~~are ~~Bairnco~~based ~~purchased~~on ~~selected~~common ~~net~~technologies ~~assets~~in ~~("Viscor") of Viscor~~coating, ~~Inc. Viscor's engineered~~laminating, ~~coated products include transfer adhesives~~polymers, ~~single~~ and ~~double-coated~~dispersion ~~foam~~chemistry. ~~and~~Kasco ~~film~~is ~~tapes,~~a ~~and~~leading ~~other~~provider ~~custom~~of ~~coated~~meat-room products. ~~The~~and ~~acquisitions~~maintenance ~~complement~~services ~~Arlon's~~for ~~graphic~~the meat and ~~industrial~~deli ~~products~~departments ~~with~~of ~~product~~supermarkets; ~~line~~restaurants; ~~extensions~~meat, ~~additional~~poultry ~~brand~~and ~~recognition,~~fish processing plants; and ~~penetration~~manufacturers ~~into~~and ~~new~~distributors ~~customer~~of ~~segments~~electrical saws and ~~markets.~~cutting ~~The~~equipment ~~acquisitions~~throughout ~~also~~North ~~expanded~~America, ~~Arlon's~~Europe, ~~coating~~Asia and ~~converting~~South ~~capacity~~America.

AtOn ~~December~~June 3122, ~~2001~~2006, ~~Bairnco~~Steel ~~employed~~Partners ~~813~~II, ~~persons~~L.P. ~~including~~(“Steel 17Partners ~~headquarters~~II”) ~~personnel.~~commenced ~~Bairnco's~~an ~~operations~~unsolicited ~~occupy~~cash ~~approximately~~tender ~~803,000~~offer ~~square~~for ~~feet~~all of ~~factory~~the ~~and~~outstanding ~~office~~common ~~space~~stock atof ~~its~~the ~~principal~~Corporation ~~locations~~for $12.00 ~~There~~per ~~is an additional 21~~share,~~000~~ ~~square~~without ~~feet~~interest ~~of leased space used~~ (as ~~field~~amended, ~~warehouses~~the ~~throughout North America~~“Offer”). ToOn ~~improve~~February ~~productivity~~2, ~~reduce costs and improve product development focus~~2007, ~~Arlon's~~Steel ~~Northbrook,~~Partners ~~Illinois~~II ~~facility~~amended ~~was~~the ~~closed~~Offer ~~on December 31, 2001 and production was transferred~~ to ~~Arlon's~~$13.35 ~~Santa~~per ~~Ana, California and East Providence, Rhode Island plants~~share.

bOn February 23, 2007, the Corporation signed a definitive merger agreement to be acquired by BZ Acquisition Corp. &(“BZ cAcquisition”), an affiliate of Steel Partners II, for $13. ~~Financial~~50 ~~Information~~per ~~about~~share, ~~Industry~~in ~~Segments~~cash. The merger agreement was unanimously approved by the Corporation’s Board. Pursuant to the terms of the merger agreement, on February 26, 2007, Steel Partners II amended the Offer to reflect the $13.50 per share offer price, and ~~Narrative~~extended ~~Description~~the Offer through March 16, 2007. All shareholders of ~~Business~~record on March 5, 2007 will continue to be entitled to receive the declared first quarter dividend of $0.10 per share, for total cash proceeds of $13.60 per share.

~~Bairnco~~Completion ~~Corporation~~of isthe aOffer ~~diversified~~is ~~multinational~~subject ~~company~~to ~~that~~customary ~~operates two business segments. Engineered materials and components are designed~~conditions, ~~manufactured~~including ~~and sold under~~ the ~~Arlon~~valid ~~brand~~tender ~~identity~~of tosufficient ~~electronic~~shares, ~~industrial and commercial markets. These products are based on common technologies in coating~~which, ~~laminating,~~when ~~polymers~~added ~~and~~to ~~dispersion~~shares ~~chemistry.~~then ~~Replacement~~owned ~~products~~by ~~and~~Steel ~~services~~Partners ~~are~~II ~~manufactured~~ and ~~distributed~~its ~~under the Kasco brand identity principally to supermarkets~~affiliates, ~~meat~~constitute ~~and~~more ~~deli~~than ~~operations,~~50% ~~and~~of ~~meat, poultry and fish processing plants throughout~~ the ~~United~~total ~~States,~~number ~~Canada~~of ~~and~~outstanding ~~Europe~~shares. ~~Kasco~~There ~~also~~is ~~manufactures~~no ~~small~~financing ~~band saw blades for cutting metal and wood, and large band saw blades for use at lumber mills~~condition. ~~In Canada and France, in addition to providing its replacement products, Kasco also distributes equipment to the supermarket and food processing industries.~~

~~Financial~~Following ~~data~~the ~~and~~completion ~~other~~of ~~information about~~ the ~~Corporation's~~Offer, ~~segments~~subject ~~is set forth in Note 9~~ to ~~the~~customary ~~Consolidated~~conditions, ~~Financial~~BZ ~~Statements~~Acquisition onwill ~~pages~~merge 29with ~~through 30~~ and oninto ~~pages~~the 4Corporation ~~through~~(the 7“Merger”), ofpursuant ~~Bairnco's 2001 Annual Report~~ to ~~Stockholders~~ which iseach ~~incorporated~~share ~~herein~~not bytendered ~~reference.~~into ~~This~~the ~~information~~Offer ~~should~~will be ~~read~~converted inautomatically ~~conjunction~~into ~~with~~ the ~~"Financial~~right ~~History" set forth on page 9 of Bairnco's 2001 Annual Report~~ to ~~Stockholders,~~receive ~~and "Management's Discussion and Analysis" set forth on pages 10 through~~ $13.50 ofin ~~Bairnco's 2001 Annual Report to Stockholders, which is incorporated herein by reference~~cash.

The ~~principal~~Offer ~~facilities~~could ~~utilized~~close as early as March 16, 2007. If BZ Acquisition acquires sufficient shares in the Offer that, together with shares then owned by ~~each~~Steel ~~segment~~Partners ~~are~~II ~~detailed~~and onits ~~page~~affiliates, 10represent ~~under~~more ~~"Item~~than 290% of the outstanding shares of the Corporation, the back-end merger will close promptly after the completion of the Offer, without obtaining a shareholder vote. ~~PROPERTIES"~~If, following the completion of ~~this~~the ~~filing~~Offer, Steel Partners II and its affiliates own more than 50% of the shares of the Corporation but less than 90% of the outstanding shares, the back-end merger, which would be subject to approval by the Corporation’s stockholders (including Steel Partners II and its affiliates), would be expected to close in the first half of 2007.

~~ARLON~~Further ~~ENGINEERED~~information ~~MATERIALS~~relating ~~AND~~to ~~COMPONENTS~~the Offer can be found in the Corporation’s Solicitation/Recommendation Statement on Schedule 14D-9 and amendments thereto, which are available on the SEC’s website at www.sec.gov or on the Corporation’s web site at www.bairnco.com.

During 2006, the Corporation incurred $2,225,000 in legal, investment banking and other fees related to the Offer (the “Offer Fees”) and used a significant amount of internal resources in connection with the Offer. The Corporation anticipates that additional expenses will continue to be incurred through the duration of the Offer; however, it is not possible to accurately predict the amount of money or internal resources that will be required in connection with the Offer in the future.

During 2004, plans were approved to establish a China manufacturing facility for Arlon’s Electronic Materials. Due to delays in permitting and licensing, ground-breaking only occurred in December 2005. Actual production began in October of 2006. Organizational costs of $529,000 were incurred in 2005 of which $140,000 is reflected in cost of sales and $389,000 in selling and administrative expenses. Organizational and start up expenses of $605,000 were incurred in 2006 of which $377,000 is reflected in cost of sales and $228,000 in selling and administrative expenses. Capital expenditures of $2.5 million were incurred in 2005 and $5.5 million in 2006. The plant will produce specialty laminates for our customers worldwide. The two laminate plants in the United States will continue to operate but with reduced volumes.

During 2005, Kasco successfully transitioned its manufacturing operations to Mexico and was in full operation by the end of the third quarter. The costs of relocation in 2005 were $987,000 all of which is reflected in cost of sales. Total capital expenditures related to the relocation were $865,000 in 2005.

Effective October 1, 2006 Bairnco acquired through its wholly-owned subsidiary Kasco Corporation, from Southern Saw Holdings, Inc., a Georgia corporation, certain assets and assumed certain liabilities, including trade accounts receivable, inventory, fixed assets, trade accounts payable and specific accrued expenses of Southern Saw and its affiliate, Southern Saw Service, L.P., a Georgia limited partnership (collectively “Atlanta SharpTech”), for approximately $14.0 million. Atlanta SharpTech’s revenues were approximately $18.5 million for the fiscal year ended June 2006. The acquisition was financed with borrowings available under Bairnco’s Amended Credit Facility.

Atlanta SharpTech is a leading manufacturer of meat bandsaw blades, meat grinder plates and knives, and other specialty cutting blades for wood, bakery, medical, paper products, and handsaws. Atlanta SharpTech is also a provider of repair and maintenance services for equipment in meat room, seafood, and bakery departments in retail grocery chains across the US. Atlanta SharpTech distributes cutting products, butcher supplies, and provides repair services to retail grocery stores, US military bases, butcher shops, slaughterhouses, and packing houses in the US through its route distribution organization. Atlanta SharpTech also distributes blade products and meat grinder plate & knife products domestically and globally via a distributor salesman organization. The headquarters and manufacturing operations for Atlanta SharpTech are located in Atlanta, Georgia, USA.

The combination of Atlanta SharpTech and Kasco has built on the strengths of both organizations resulting in a more cost effective overall organization while providing improved product and services to our customers. The combined management team is split equally between Atlanta and Kasco managers. Annualized cost reductions of $1,600,000 were realized at the closing. The addition of Atlanta SharpTech was accretive in the fourth quarter and is expected to be accretive to Kasco and Bairnco’s earnings in 2007 and beyond.

Employees - At December 31, 2006, Bairnco employed 1,020 persons including 18 headquarters personnel.

Executive Officers of the Corporation - The information required with respect to executive officers of the Corporation is as follows:

Name & Age of Executive Officers	Data Pertaining to Executive Officers

Luke E. Fichthorn III (65)	Mr. Fichthorn has served as Chairman of Bairnco since May 23, 1990, and on December 18, 1991, became Chief Executive Officer of Bairnco. For over twenty-five years, Mr. Fichthorn has been a private investment banker and partner of Twain Associates, a private investment banking and consulting firm. Mr. Fichthorn served as a director of Keene Corporation, a former subsidiary of Bairnco Corporation from August 1969 until May 1981, and became a director of Bairnco in January 1981. Mr. Fichthorn is also a director of Florida Rock Industries, Inc. and Patriot Transportation Holding, Inc., neither of which is affiliated with Bairnco.

Larry D. Smith (57)	Mr. Smith was elected Vice President - Administration and Secretary of Bairnco in April 1999. Prior to joining Bairnco, Mr. Smith was employed for over 14 years with Emerson Electric Company in various human resource managerial capacities. Most recently, Mr. Smith was Vice President Human Resources for Emerson’s Therm-O-Disc, Inc. division in Mansfield, Ohio.

Kenneth L. Bayne (37)	Mr. Bayne joined Bairnco on August 8, 2005 as Vice President Finance and Chief Financial Officer of Bairnco. Prior to joining Bairnco, Mr. Bayne was with Guidant Corporation where he served for nine years in a series of increasingly responsible positions, culminating in his most recent position as assistant treasurer for the company. Prior to that, he served for three years as a senior associate design engineer with Thiokol Corporation.

Lawrence C. Maingot (47)	Mr. Maingot was appointed Corporate Controller of Bairnco in December 1999. From May 1997 to December 1999, Mr. Maingot was Bairnco’s Assistant Controller. From April 1992 to May 1997, Mr. Maingot was Bairnco’s Accounting Manager. Prior to joining Bairnco, Mr. Maingot was employed with Arthur Andersen LLP.

b. & c.

Financial Information about Segments and Narrative Description of Business

Bairnco Corporation is a diversified multinational company that operates two businesses. Arlon’s two segments are Electronic Materials and Coated Materials, which design, manufacture and sell products under the Arlon brand identity to electronic, industrial and commercial markets. Arlon products are based on common technologies in coating, laminating, polymers and dispersion chemistry. Replacement Products and Services are manufactured and distributed under the Kasco brand identity principally to supermarkets, meat and deli operations, and meat, poultry and fish processing plants throughout the United States, Canada and Europe. Kasco also manufactures small band saw blades for cutting metal and wood, and large band saw blades for use at lumber mills. In Canada and France, in addition to providing its replacement products, Kasco also sells equipment to the supermarket and food processing industries.

Financial data and other information about the Corporation's segments is set forth in Note 9 to the Consolidated Financial Statements on pages 42 and 43 and on pages 4 through 7 of Bairnco's 2006 Annual Report to Stockholders which is incorporated herein by reference. This information should be read in conjunction with the "Financial History" set forth under “Item 6. SELECTED FINANCIAL DATA” of this filing, and "Management's Discussion and Analysis" set forth on pages 10 through 20 of Bairnco's 2006 Annual Report to Stockholders, which is incorporated herein by reference.

The principal facilities utilized by each segment are detailed under "Item 2. PROPERTIES", of this filing.

ARLON ELECTRONIC MATERIALS SEGMENT

Description of Business

~~Engineered materials and components are designed, manufactured and sold under the~~ Arlon ~~brand~~Electronic ~~identity.~~Materials’ ~~These products are based on common technologies in coating, laminating, polymer and dispersion chemistry. Arlon's~~ principal products include high performance materials for the printed circuit board industry, ~~adhesive coated cast~~ and ~~calendered vinyl films, custom-engineered laminates, and calendered and extruded~~ silicone rubber-based insulation ~~products~~materials used in a broad range of industrial, military/aerospace, consumer and commercial ~~products~~markets.

Arlon ~~Materials for Electronics~~ is known worldwide as a premier supplier of high technology materials ~~for~~to the printed circuit board (PCB) industry. Arlon ~~These~~ products are marketed principally to ~~PCB manufacturers and~~ original equipment manufacturers (OEM'’s) and PCB manufacturers by a direct technical sales force, as well as, distributors in the US, and through distributors and ~~manufacturers~~manufacturer’s representatives in Europe, the Middle East, and Asia-Pacific, supported by direct technical sales specialists. ~~Our~~Arlon’s ~~Electronic~~conventional ~~Substrates~~laminates product line includes a wide variety of specialty polyimide and epoxy laminates and bonding films, as well as, other high performance thermoset ~~products~~laminates. These materials are used in demanding commercial and military market applications including high density interconnect (HDI), surface mount technology (SMT), heat sink bonding, semiconductor testing, wireless communications and microvia PCB's. The ~~Microwave~~microwave ~~Materials~~and RF product ~~line~~area offers fluoropolymers (i.e. PTFE), ceramic-filled fluoropolymers, and other non-PTFE laminates that deliver the electrical performance needed in ~~the~~ frequency-dependent circuit applications such as analog, digital and personal communication systems (PCS), high frequency military electronics, microwave antennas and base stations. These products are supplied as copper-clad laminates with bonding plies or prepregs for production of multi-layer printed circuits.

Arlon ~~specialty~~also ~~graphic~~manufactures ~~films~~a ~~are~~line ~~marketed~~of ~~under~~silicone ~~the~~rubber ~~CalonÒ~~materials ~~brand~~used ~~name and include cast and calendered vinyl films that are manufactured~~ in a ~~wide~~broad ~~variety~~range of ~~colors~~military, ~~face~~consumer, ~~stocks~~industrial and ~~adhesive~~commercial ~~systems~~products. Typical ~~These~~applications ~~vinyl~~and ~~films~~products ~~are~~include: ~~used~~silicone inbagging ~~commercial~~materials ~~and~~for ~~electrical~~producing ~~signage,~~composite ~~point~~parts; ofsilicone ~~purchase~~insulating ~~displays,~~tapes ~~highway~~for ~~signage,~~electric ~~fleet~~traction ~~markings,~~motor ~~and~~coil ~~other~~windings; ~~commercial~~insulation ~~advertising~~materials ~~applications.~~for Inindustrial ~~February~~and ofcommercial ~~2000,~~flexible ~~Bairnco~~heaters; ~~announced~~silicone itmaterials ~~had~~for ~~purchased~~high ~~certain~~temperature ~~assets~~hose ofand ~~the~~duct ~~materials~~markets; ~~business~~insulating ~~("Signtech")~~tape offor ~~Signtech~~medium ~~USA,~~and ~~Ltd.,~~high avoltage ~~manufacturer~~electrical ofsplices ~~laminated~~and ~~vinyl~~self-fusing ~~fabrics~~tapes ~~designated~~ for ~~use~~a invariety ~~the~~of ~~commercial~~industrial ~~graphics~~and ~~market.~~commercial ~~Signtech's~~applications; ~~product~~as ~~lines~~well ~~complement~~as ~~Arlon's current vinyl product lines~~compliant, ~~and~~thermally ~~will~~or ~~provide~~electrically ~~product~~conductive ~~line~~silicone ~~extensions,~~film ~~additional~~adhesives ~~brand~~known ~~recognition,~~as ~~product~~Thermabond™ ~~development~~for ~~synergies,~~heat ~~and~~sink-bonding ~~penetration~~to ~~into~~printed ~~new~~circuit ~~customer segments and markets~~boards.

Custom engineered laminates and coated products are also manufactured and marketed under the Arlon brand identity. Typical applications include insulating foam tapes for thermopane windows, specialty flexible circuit materials, electrical insulation materials for motors and transformers, thermal insulation panels for appliances and cars, identification cards and labels, durable printing stock, and other custom engineered laminates and tapes for specific industrial applications. In January of 2001, Bairnco purchased selected net assets ("Viscor") of Viscor, Inc. located in Dallas, Texas. Viscor's engineered, coated products include transfer adhesives, single and double-coated foam and film tapes, and other custom coated products. The acquisition complements Arlon's industrial products with product line extensions, product development synergies, and penetration into new customer segments and markets. The acquisition also expanded Arlon's coating and converting capacity.

Arlon manufactures a line of silicone rubber materials used in a broad range of consumer, industrial and commercial products. Typical applications and products include: silicone sheet rubber for producing composite parts; silicone rubber insulating tapes for electric traction motor coil windings; insulation for industrial and commercial flexible heaters; silicone products for high temperature hose and duct markets; insulating tape for medium and high voltage electrical splices and terminations; as well as compliant, thermally or electrically conductive silicone sheet adhesives known as Thermabond™.

Competition

~~Arlon~~There ~~has~~are numerous competitors ranging in size from small, sole proprietorships to units of very large, multinational corporations that in certain instances have far greater market positions and financial resources than the Corporation'’s.

~~The~~Competition ~~principal method of competition~~ for Arlon's products varies by product line and type of customer. Competition ~~While competition~~ for established lines is usually based on one or more ofelements such as specification position, lead time, price, product performance, or technical support and customer service,. itIt may also be based on the ability to service emerging technologies through the custom design of new products, or redesign of existing products, ~~and~~as ~~materials~~well ~~for~~as the development of materials for new applications. As an example, for some high performance materials sold to the printed circuit board industry, the consistent technical performance of the materials supplied in excess of ~~minimum~~ specified standards can be the critical competitive element. In addition, Arlon sells a significant portion of its circuit board materials into the Far ~~Eastern~~East and European markets where local producers of similar materials have a competitive advantage related to their geographic location.

Distribution

Arlon products are marketed by company sales personnel, as well as outside sales representatives and distributors in North and South America, Europe, the ~~Far~~Middle East, Asia-Pacific, and ~~several~~ other international markets.

Raw Materials and Purchased Parts

The essential raw materials used in Arlon ~~engineered~~Electronic ~~materials~~Materials ~~and components~~ are silicone rubber, fiberglass cloth, pigments, ~~steel and aluminum parts,~~ copper foil, aluminum and Alloy 600 foil, polyethylene foam and various plastic films, special papers and release liners, vinyl resins, various adhesives and solvents, Teflon™ or polytetrafluoroethylene (PTFE) resin, polyimide resin, epoxy resins, other thermoset resins, ~~and~~as well as, various chemicals. Generally, these materials are each available from several qualified suppliers. There are, however, several raw materials used in Arlon's Electronic Materials’ products that are purchased from chemical companies ~~and~~that are proprietary in nature. Other raw materials are purchased from a single approved vendor on a "sole source" basis, although alternative sources could be developed in the future if necessary. However, the qualification procedure can take ~~up to~~ several months or longer and could therefore interrupt production if the primary raw material source ~~was~~became ~~lost~~ unexpectedly unavailable. Current suppliers are located in the United States, Asia, and Europe.

Due to the number and diversity of Arlon's products it is unlikely that availability problems with any one raw material would have a material adverse effect on Arlon. There are no known limitations to the continued availability of Arlon's raw materials. Current suppliers are located in the United States, Asia, Europe and Brazil.

Employees

As of December 31, 2001, approximately 555 employees were employed by the operations that constitute Arlon's engineered materials and components.

Patents and Trademarks

The Corporation owns patents and several registered trademarks under which certain Arlon Electronic Materials’ products are sold. The Corporation does not believe that the loss of any or all of these trademarks would have a material adverse effect on this segment.

~~KASCO REPLACEMENT PRODUCTS AND SERVICES~~ #

ARLON COATED MATERIALS SEGMENT

Description of Business

~~Replacement~~Arlon ~~products~~Coated ~~and~~Materials’ ~~services~~principal ~~are~~products ~~manufactured~~include ~~and~~adhesive ~~distributed~~coated ~~under~~cast ~~the~~and ~~Kasco~~calendered ~~brand~~vinyl ~~identity principally to the meat~~films, ~~deli~~cast ~~and~~vinyl ~~seafood departments of supermarkets; to meat~~fabric, ~~poultry~~custom-engineered ~~and fish processing plants; and to manufacturers and distributors of electrical saws and cutting equipment throughout the United States~~laminates, ~~Canada~~ and ~~Europe.~~coated ~~These products~~ and ~~services~~laminated ~~include band saw blades for cutting meat and fish~~films, ~~saw blades for cutting wood and metal~~foils, ~~grinder~~foams ~~plates~~ and ~~knives~~papers ~~for~~used ~~grinding~~in ~~meat,~~a ~~electrical~~broad ~~saws~~range ~~and~~of ~~cutting machines~~industrial, ~~seasoning~~consumer ~~products, preventive maintenance for equipment in retail grocery~~ and ~~restaurant~~commercial ~~operations, and other related butcher supply~~ products.

~~Replacement~~Arlon ~~products~~specialty ~~and~~graphic ~~services~~films are ~~sold~~marketed under athe ~~number~~Arlon, ofCalonÒ and MII™ brand names ~~including~~and ~~Kasco~~include cast and calendered vinyl films that are manufactured in ~~the~~a ~~United~~wide ~~States~~variety ~~and~~of ~~Canada~~colors, ~~Atlantic~~face ~~Services~~stocks inand ~~the~~adhesive ~~United~~systems. These ~~Kingdom~~vinyl films are used in commercial and ~~Canada~~electrical signage, ~~and~~point ~~Bertram~~of &purchase ~~Graf~~displays, ~~Biro~~highway ~~France~~signage, fleet markings, and ~~Eurokasco~~other incommercial ~~Continental~~advertising ~~Europe~~applications. Arlon also manufactures laminated vinyl fabrics for corporate identity programs. These products are marketed under the Signtechâ brand name and complement the CalonÒ specialty graphic films.

Arlon manufactures and markets custom-engineered laminates and coated products. Typical applications include insulating foam tapes for thermopane windows, specialty flexible circuit materials, electrical insulation materials for motors and transformers, thermal insulation panels for appliances and cars, durable printing stock, transfer adhesives used in industrial assembly, and single and double-coated foam and film tapes and other custom engineered laminates for specific industrial applications.

Competition

There are numerous competitors ranging in size from small, sole proprietorships to units of very large, multinational corporations that in certain instances have far greater market positions and financial resources than the Corporation’s.

Competition varies by product line and type of customer. While competition for established lines is usually based on one or more of lead time, price, product performance, or technical support and customer service, it may also be based on the ability to service emerging technologies through the custom design of new products, or redesign of existing products, and materials for the new applications.

Distribution

Arlon Coated Materials’ products are marketed by company sales personnel, outside sales representatives and distributors in North and South America, Europe, Australia, the Far East and several other international markets.

Raw Materials and Purchased Parts

The essential raw materials used by Arlon Coated Materials include pigments, copper foil, aluminum foil, polyethylene foam and various plastic films, calendered vinyl, special papers and release liners, vinyl resins, various adhesives and solvents, and various chemicals. Generally, these materials are each available from several qualified suppliers. There are, however, several raw materials used in Arlon Coated Material's products that are purchased from chemical companies and are proprietary in nature. Other raw materials are purchased from a single approved vendor on a "sole source" basis, although alternative sources could be developed in the future if necessary. However, the qualification procedure can take from several months to an extended period of time and could therefore interrupt production if the primary raw material source was lost unexpectedly. Current suppliers are located in the United States, Asia, and Europe.

Patents and Trademarks

The Corporation owns several registered trademarks under which certain Arlon Coated Materials’ products are sold. The Corporation does not believe that the loss of any or all of these trademarks would have a material adverse effect on this segment.

KASCO REPLACEMENT PRODUCTS AND SERVICES SEGMENT

Description of Business

Kasco, along with its recent acquisition of Atlanta Sharptech, is a leading provider of meat-room products and maintenance services for the meat and deli departments of supermarkets; for restaurants; for meat and fish processing plants; and for distributors of electrical saws and cutting equipment throughout North America, Europe, Asia and South America. These products and services include band saw blades for cutting meat and fish, band saw blades for cutting wood and metal, grinder plates and knives for grinding meat, repair and maintenance services for food equipment in retail grocery and restaurant operations, electrical saws and cutting machines, seasoning products, and other related butcher supply products.

Effective October 1, 2006, Kasco acquired the assets and certain liabilities of Atlanta Sharptech, a long established global provider of meat room products and maintenance repair services, which generates $18 million of annual revenue. Atlanta Sharptech has a manufacturing facility in Atlanta, GA and has route distribution network across the US market. Kasco and Atlanta Sharptech are integrating and merging the two businesses together, to create a more efficient and extensive route distribution and service company across North America, and a company with a much larger global distributor customer base. Manufacturing consolidations will take place in 2007; both the Atlanta factory and the Matamoros factory will continue to operate.

Kasco’s products and services are sold under a number of brand names including Kasco Corporation and Atlanta Sharptech in the United States and Canada, Atlantic Service Co. in the United Kingdom and Canada, Bertram & Graf in Germany, and Biro France and EuroKasco in France.

Competition and Marketing

Kasco competes with several large and medium-sized national and regional companies, as well as numerous small local companies. The principal methods of competition are ~~price, service and~~ product ~~performance.~~quality, ~~The~~geographic ~~performance~~coverage ofcapability ~~meat~~to ~~band~~service ~~saw~~customers, ~~blades~~equipment ~~and~~repair ~~grinder~~service ~~plate and knives used in cutting meat or other food items is balanced between minimizing waste and maximizing the efficiency and productivity of the band saw machine or grinder~~capability, and ~~operator~~product price.

Kasco has a significant distribution network that reaches over 2030,000 retail grocery stores, restaurants, delis, equipment distributors, and processing plants in the US, Canada, Europe, ~~Latin~~South America and Asia. Kasco'’s distribution network is made up of corporate-direct salesmen, ~~Territory~~route ~~Managers~~salesmen, repair service technicians, and distributors who have in-depth knowledge of the local markets and the customer'’s needs. Kasco’s ~~has~~distribution anand ~~extensive~~service ~~training~~network ~~program~~delivers ~~for~~meat-room ~~its~~supplies, ~~Territory~~and ~~Managers~~repair and maintenance services, in a cost effective and rapid manner to our customer base.

InDuring ~~the~~early ~~US market~~2006, Kasco ~~experienced~~completed ~~lower~~the ~~sales~~relocation asof ~~a major chain shifted~~ its ~~ready-to-cook~~manufacturing ~~meat~~facility ~~products~~from ~~to central processors at the end of 2000~~St. ~~Kasco~~Louis ~~also continued~~ to ~~experience~~Matamoros, ~~intense~~Mexico. Upon ~~competitive~~finishing ~~pressures in 2001 as~~ the ~~segment~~equipment ofrelocations ~~the retail grocery market that Kasco services continued to contract through retail consolidations~~ and ~~the~~machine ~~industry's move to case~~set-~~ready~~ups product offerings. Kasco's European business units had earnings unfavorably impacted by the strength of the US dollar versus the Euro and the reduced meat consumption from "mad cow" and "hoof and mouth" disease outbreaks during the first ~~half~~quarter, ofthe ~~2001.~~Matamoros ~~Kasco~~operation ~~made~~saw ~~significant~~continued ~~changes~~improvement tothroughout ~~its~~2006 ~~structure~~in ~~during~~labor ~~2001~~efficiency, tomaterial ~~reduce~~yields, ~~costs~~ and ~~it continues to reengineer its business to meet the changes~~ in ~~its~~hiring ~~market place~~ and ~~return~~training ~~the~~a ~~segment~~stable ~~to profitability~~workforce.

Kasco will maintain the ISO certification at the Atlanta factory. During 2006, Atlantic Service Co. UK finished an expansion project begun in 2005 that doubled new coil manufacturing capacity. Kasco North America continued to expand its US and Canada service repair network by hiring new technicians and investing in new vehicles, computers, and parts inventory.

Since 2000, the market environment for Kasco has been difficult due to market contraction through retail consolidation and the industry’s shift to “Case Ready” meat product offerings. Kasco has responded by successfully diversifying into repair and maintenance services for the food service and retail grocery industries, and by globally sourcing and effectively distributing high quality and competitively priced butcher supplies and equipment. During 2007, Kasco will complete the integration of Kasco and Atlanta SharpTech, and will continue to diversify and expand its repair services business and butcher supplies distribution business. Kasco will also make investments in new productivity projects during 2007 to further improve its cost position, product quality, and distribution capability.

Raw Materials and Purchased Supplies

High quality carbon steel isand stainless steel are the principal raw ~~material~~materials used in the manufacture of band saw blades; ~~and~~they isare purchased from multiple domestic and international suppliers. Tool steel is utilized in manufacturing meat grinder plates and knives and is purchased from qualified suppliers located in the United States, Europe and Japan. Equipment, replacement parts, and supplies are purchased from a number of manufacturers and distributors, ~~mostly~~ in Asia, the United States, and Europe. In France and Canada, certain specialty equipment and other items used in the supermarket industry and in the food processing industry are purchased and resold under exclusive distributorship agreements with the equipment manufacturers. All of the raw materials and purchased products utilized by this segment have been readily available throughout this last year.

Employees

As of December 31, 2001, approximately 241 persons were employed in the replacement products and services segment.

Patents and Trademarks

The Corporation has a number of US and foreign mechanical patents related to several of the products manufactured and sold by Kasco, as well as a number of design patents and registered trademarks. The Corporation does not believe, however, that the loss of any or all of those patents would have a material adverse effect on this segment.

d.FOREIGN ~~Foreign Operations~~OPERATIONS

The Corporation has foreign operations located in Canada, Mexico, China, the United Kingdom, France, and Germany. Information on the Corporation's operations by geographical area for the last three fiscal years is set forth in Note 9 to the Consolidated Financial Statements on pages 2942 ~~through~~and 3043 of Bairnco's ~~2001~~2006 Annual Report to Stockholders which is incorporated herein by reference.

In addition, export sales from the Corporation's US based operations for the years ended December 31, ~~2001~~2006, ~~2000~~2005 and ~~1999~~2004 were approximately $4150,~~536~~054,000, $4942,~~904~~853,000, and $3943,~~291~~557,000, respectively. Export sales to any particular country or geographic area did not exceed 10% of consolidated sales during any of these years.

~~Item 2. PROPERTIES~~#

~~The~~Item following chart lists for the Corporation as a whole, and by each of its segments, the principal locations of the Corporation's facilities and indicates whether the property is owned or leased and if leased, the lease expiration date1A.

		LEASED OR OWNED
LOCATION	SQUARE FEET	(LEASE EXPIRATION)
CORPORATION TOTAL	824,000
Headquarters
Lake Mary, FL	11,000	Leased (Expires 2009)
Arlon Engineered Materials and Components
Bear, DE	135,000	Owned
Dallas, TX	75,000	Leased (Expires 2002)
East Providence, RI	60,000	Owned
Northbrook, IL	30,000	Owned
Rancho Cucamonga, CA	80,000	Owned
San Antonio, TX	96,000	Leased (Expires 2003)
San Antonio, TX	16,000	Leased (Expires 2004)
Santa Ana, CA	124,000	Leased (Expires 2003)
Kasco Replacement Products and Services
Gwent, Wales, UK	25,000	Owned
Montreal, Canada	9,000	Leased (Expires 2003)
Pansdorf, Germany	18,000	Owned
Paris, France	26,000	Leased (Expires 2006)
St. Louis, MO	78,000	Owned
St. Louis, MO	20,000	Leased (Expires 2003)
Field Warehouses:
39 locations in North America	21,000	Leased

RISK FACTORS

~~Item~~The 3Corporations future results may be affected by a number of factors over which we have little or no control. ~~LEGAL~~ ~~PROCEEDINGS~~The following issues, uncertainties, and risks, among other things, should be considered in evaluating our business and future outlook. Additional risks not currently identified or known to us could also negatively impact our financial results.

~~Keene~~This ~~was~~annual ~~spun~~report ~~off~~on inForm ~~1990,~~10-K ~~filed~~and ~~for~~other ~~relief~~written ~~under~~reports ~~Chapter~~and 11public ofstatements ~~the~~made ~~Bankruptcy~~by ~~Code~~us ~~in 1993, and emerged~~ from ~~Chapter~~time ~~11 pursuant~~ to atime ~~plan~~may ofcontain ~~reorganization~~statements ~~approved~~which, into ~~1996 (~~the ~~"Keene~~extent ~~Plan").~~they ~~The~~are ~~Keene~~not ~~Plan~~based ~~provided~~on ~~for~~historical ~~the~~fact, ~~creation~~constitute offorward ~~the~~looking ~~KCT,~~statements ~~and~~made ~~transferred~~pursuant ~~the authority~~ to ~~prosecute~~ the ~~Transactions~~Safe ~~Lawsuit~~Harbor ~~from~~Provisions ~~the Official Committee~~ of ~~Unsecured Creditors of Keene (which initiated~~ the ~~lawsuit~~Private inSecurities ~~the~~Litigation ~~Bankruptcy~~Reform ~~Court~~Act inof 1995~~) to the KCT~~. ~~The~~Forward-looking ~~Keene~~statements ~~Plan~~are ~~further~~made ~~provided~~based ~~that~~upon ~~only~~management’s ~~the KCT~~expectations, assumptions and nobeliefs ~~other~~concerning ~~entity,~~future ~~can~~developments ~~sue~~and ~~Bairnco~~their inpotential ~~connection~~effect ~~with~~upon the ~~claims in the Transactions Lawsuit complaint~~Corporation. ~~Therefore,~~While ~~although~~we abelieve ~~number~~in ofgood ~~other~~faith ~~asbestos-related~~that ~~personal~~these ~~injury~~expectations, assumptions and ~~property~~beliefs ~~damage~~are ~~cases~~reasonable, ~~against~~investors ~~Bairnco~~are ~~nominally~~cautioned ~~remain~~that ~~pending~~all inforward ~~courts~~looking ~~around~~statements ~~the~~involve ~~country,~~risk itand isuncertainties ~~expected~~and ~~that~~may ~~the~~therefore ~~resolution~~be ofmaterially ~~the~~different ~~Transactions~~from ~~Lawsuit~~actual ~~in substance will resolve all such claims~~results.

~~Bairnco~~Investors ~~also~~should isconsider the ~~defendant~~following infactors ~~a separate action by the KCT (the "NOL Lawsuit")~~carefully, ~~also pending~~ in ~~the~~addition ~~United States District Court for the Southern District of New York, in which the KCT seeks the exclusive benefit of tax refunds attributable~~ to the ~~carryback~~other byinformation ~~Keene~~contained of certain net operating losses ("NOL Refunds"), notwithstanding certain provisions of applicable tax sharing agreements between Keene and Bairnco. (As with the Transactions Lawsuit, the NOL Lawsuit was commenced during Keene's Chapter 11 case and, pursuant to the Keene Plan, the KCT became the plaintiff in ~~the~~this ~~lawsuit~~Form ~~and the lawsuit was moved from the Bankruptcy Court to the District Court.) Pending resolution of the NOL Lawsuit~~10-K, ~~any~~before ~~refunds~~deciding ~~actually received are~~ to ~~be placed in escrow. Through December 31~~purchase, ~~2001,~~sell ~~approximately~~or ~~$28.5~~hold ~~million~~our ofsecurities: ~~NOL Refunds had been received and placed in escrow. There can be no assurance whatsoever that resolution of the NOL Lawsuit will result in the release of any portion of the NOL Refunds to Bairnco.~~

~~Until~~The ~~recently,~~Offer ~~Bairnco~~ and ~~its~~the ~~Arlon~~Merger ~~subsidiary~~may ~~("Arlon")~~be ~~were~~delayed ~~among~~or ~~the~~may ~~defendants~~not inbe acompleted. ~~third~~Pursuant ~~action~~to by the ~~KCT~~terms (of the ~~"Properties~~Merger ~~Lawsuit"),~~Agreement ~~commenced~~(previously ~~December~~filed 8,with ~~1998~~the inSEC ~~the~~by ~~United~~BZ ~~States~~Acquisition ~~District~~on ~~Court~~February ~~for~~23, ~~the~~2007 ~~Southern~~as ~~District~~an ofexhibit ~~New~~to ~~York.~~its InSchedule TO) the ~~Properties Lawsuit~~Offer, ~~the~~currently ~~KCT~~scheduled ~~sought~~to aexpire ~~declaratory~~on ~~judgment~~March ~~that~~16, it2007, ~~owns~~may ~~certain~~be ~~patents~~extended ~~and~~for ~~real~~a ~~property~~period ~~purchased~~up byto ~~Arlon~~40 ~~from~~business ~~Keene~~days in ~~1989,~~the ~~based~~aggregate. onThe ~~the~~obligation ~~allegations~~of ~~that~~Steel ~~technical~~Partners ~~title~~II to ~~these~~close ~~assets~~the ~~was~~Offer ~~not~~is ~~conveyed~~subject atto ~~the~~a ~~time~~number of ~~the~~conditions ~~sale~~described ~~and~~in ~~that~~the noMerger ~~proof~~Agreement. ofThe ~~claim~~obligation ~~specifically~~of ~~referencing~~Steel ~~these~~Partners ~~assets~~II ~~was~~to ~~filed~~effect ~~during~~the ~~Keene's~~Merger ~~Chapter~~following 11the ~~case.~~closing Inof anthe ~~answer~~Offer ~~and~~is ~~counterclaims,~~also ~~Bairnco~~subject ~~and~~to ~~Arlon~~a ~~denied~~number ~~the~~of ~~KCT's~~conditions ~~claims~~ and, ~~requested~~unless aSteel ~~declaratory~~Partners ~~judgment~~II ~~that~~holds ~~full~~at ~~title~~least to90% of the ~~patents~~outstanding ~~and~~shares ~~real~~on ~~property~~a infully ~~question~~diluted inbasis ~~fact~~after ~~was~~the ~~transferred~~closing toof ~~Arlon~~the atOffer, approval of the ~~time~~Merger ofby the ~~1989~~shareholders ~~asset~~(including ~~sale.~~Steel ByPartners ~~agreement,~~II ~~the~~and ~~case~~its ~~between~~affiliates) ~~the~~will ~~KTC~~be ~~and~~required, ~~Bairnco~~which ~~and~~could ~~Arlon~~take ~~has~~several ~~been~~months ~~dismissed~~to ~~without~~procure. ~~prejudice~~Accordingly, ~~and~~we ~~the~~cannot ~~issues~~assure ~~raised~~you inthat either the ~~Properties~~Offer ~~Lawsuit~~or ~~complaint~~the Merger will be ~~resolved~~completed in ~~the~~a ~~Transactions~~timely ~~Lawsuit~~manner, or completed at all.

~~Management~~A ~~believes~~decline ~~that~~in ~~Bairnco~~governmental ~~has~~funding ~~meritorious~~for ~~defenses~~military tooperations. ~~all~~If, ~~claims~~as ora ~~liability~~result ~~purportedly~~of ~~derived~~a ~~from~~loss ~~Keene~~of ~~and~~funding ~~that~~or ita issignificant ~~not~~cut ~~liable~~in federal budgets, asspending anon ~~alter~~military ~~ego,~~projects ~~successor,~~were ~~fraudulent~~to ~~transferee~~be orreduced ~~otherwise~~significantly, ~~for~~our ~~the~~earnings ~~asbestos-~~and cash flows related ~~claims~~to ~~against~~the ~~Keene~~Electronic orMaterials ~~with~~segment ~~respect~~could tobe ~~Keene~~negatively ~~products~~effected.

~~Bairnco~~Potential ~~Corporation~~supply constraints and ~~its~~significant ~~subsidiaries~~price ~~are~~fluctuations ~~defendants~~of inelectricity, anatural ~~number~~gas ofand other ~~actions~~petroleum based products. ~~Management~~In ofour ~~Bairnco~~production ~~believes~~and ~~that~~distribution ~~the~~processes, ~~disposition~~we consume significant amounts of ~~these~~electricity, natural gas, fuel and other ~~actions~~petroleum-based commodities, asincluding ~~well~~adhesives asand ~~the~~other ~~actions~~products. The availability and ~~proceedings~~pricing ~~described~~of ~~above,~~these ~~will~~commodities ~~not~~are ~~have~~subject ato ~~material~~market ~~adverse~~forces ~~effect~~that onare beyond our control. Our suppliers contract separately for the ~~consolidated~~purchase ~~results~~of such commodities and our sources of ~~operations~~supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors interrupting their availability. Last year, particularly in the ~~financial~~Gulf ~~position~~Coast region affected by severe hurricanes, supplies of ~~Bairnco~~these ~~Corporation~~commodities were occasionally disrupted and ~~its~~subject ~~subsidiaries~~to astremendous price fluctuations. Variability in the supply and prices of ~~December~~these ~~31,~~commodities ~~2001~~could materially affect our operating results from period to period and rising costs could erode our profitability.

~~Item~~Weather 4can materially affect our quarterly results. ~~SUBMISSION~~ OFA ~~MATTERS~~significant TOportion ~~VOTE~~of OFour ~~SECURITY~~business ~~HOLDERS~~in the Kasco segment involves on-site delivery, service and repair. In addition, a significant amount of our business in the Coated Materials segment is to the outdoor sign industry. Inclement weather affects both our ability to produce and distribute our products and affects our customers’ short-term demand since their work also can be hampered by weather. Therefore, our results can be negatively affected by inclement weather. Severe weather such as hurricanes, tropical storms and earthquakes can damage our facilities, resulting in increased repair costs and business disruption.

NoWe ~~matter~~operate ~~was~~in ~~submitted~~a tohighly competitive industry. In our served markets, we compete against large private and public companies. This results in intense competition in a ~~vote~~number of ~~security~~markets ~~holders~~in ~~during~~which we operate. In addition, the ~~fourth~~ongoing ~~quarter~~move of ~~2001~~our customer base in the Electronics segment to low cost China manufacturing reduces pricing and increases competition. Significant competition could in turn lead to lower prices, lower levels of shipments and/or higher costs in some markets that could have a negative effect on our results of operations.

~~EXECUTIVE~~Industry ~~OFFICERS~~consolidation OFcreates ~~THE~~more ~~REGISTRANT~~purchasing power for fewer, larger customers. The electronics industry, sign industry and supermarket industry have all experienced recent consolidations. This trend tends to put more purchasing power in the hands of a few large customers who can dictate lower prices of our products. Failure to effectively negotiate pricing agreements and implement on-going cost down projects can have a material negative impact on our profitability.

~~The~~Failure ~~information~~to ~~required~~manage ~~with~~and ~~respect~~successfully integrate acquisitions could adversely affect our business. We continually evaluate opportunities for growth through strategic acquisitions. We believe that there are risks related to ~~executive~~acquiring ~~officers~~businesses including overpaying for acquisitions, losing key employees of the ~~Corporation~~acquired isbusiness, asunanticipated ~~follows:~~costs associated with the acquisitions, diversion of management time and resources, increased legal and compliance costs and unanticipated liabilities of an acquired company. Failure to manage and successfully integrate acquisitions could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Name & Age of Executive Officers	Data Pertaining to Executive Officers
Luke E. Fichthorn III (60)	Mr. Fichthorn has served as Chairman of Bairnco since May 23, 1990, and on December 18, 1991, became Chief Executive Officer of Bairnco. For over twenty-five years, Mr. Fichthorn has been a private investment banker and partner of Twain Associates, a private investment banking and consulting firm. Mr. Fichthorn served as a director of Keene Corporation, a former subsidiary of Bairnco Corporation from August 1969 until May 1981, and became a director of Bairnco in January 1981. Mr. Fichthorn is also a director of Florida Rock Industries, Inc. and FRP Properties, Inc., neither of which is affiliated with Bairnco.
Larry D. Smith (52)	Mr. Smith was elected Vice President - Administration and Secretary of Bairnco in April 1999. Prior to joining Bairnco, Mr. Smith was employed for over 14 years with Emerson Electric Company in various human resource managerial capacities. Most recently, Mr. Smith was Vice President Human Resources for Emerson's Therm-O-Disc, Inc. division in Mansfield, Ohio.
Lawrence C. Maingot (42)	Mr. Maingot was appointed Corporate Controller of Bairnco in December 1999. From May 1997 to December 1999, Mr. Maingot was Bairnco's Assistant Controller. From April 1992 to May 1997, Mr. Maingot was Bairnco's Accounting Manager. Prior to joining Bairnco, Mr. Maingot was employed with Arthur Andersen LLP.

Our future success depends greatly upon attracting and retaining qualified personnel. A significant factor in our future profitability is our ability to attract, develop and retain qualified personnel. Our success in attracting qualified personnel is affected by changing demographics of the available pool of workers with the training and skills necessary to fill the available positions, the impact on the labor supply due to general economic conditions, and our ability to offer competitive compensation and benefit packages.

Litigation could affect our profitability. The nature of our business exposes us to various litigation matters including product liability claims, employment, health and safety matters, environmental matters, regulatory and administrative proceedings. We contest these matters vigorously and make insurance claims where appropriate. However, litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of any litigation. Although we make accruals as we believe warranted, the amounts that we accrue could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process.

Available Information:

We maintain an Internet address at www.bairnco.com. We make available free of charge through our Internet website this annual report of Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, if any, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Paper copies of these filings are also available, free of charge, by sending a request in writing to Bairnco Corporation, Attn: Corporate Secretary, 300 Primera Boulevard, Suite 432, Lake Mary, Florida 32746.

We have adopted a Code of Business Conduct & Ethics that applies to all our Directors, Officers and employees, as well as a Financial Code of Ethical Conduct, both of which are available on our Internet website. We intend to disclose on our Internet website, any waivers of or amendments to these codes as they apply to our Directors and Executive Officers.

Each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee of the Board of Directors has adopted a written charter addressing various issues of importance relative to each committee, including the committees’ purposes and responsibilities, an annual performance evaluation of each committee and other relevant issues. We have also adopted a set of Corporate Governance Guidelines to address issues of fundamental importance to the governance of the Corporation, including director qualifications and responsibilities. These guidelines and committee charters are available on our Internet website. Paper copies of these guidelines and committee charters are also available, free of charge, by sending a request in writing to Bairnco Corporation, Attn: Corporate Secretary, 300 Primera Boulevard, Suite 432, Lake Mary, Florida 32746.

Our Chief Executive Officer and Chief Financial Officer are required to file with the SEC each quarter and each year certifications regarding the quality of the Corporation’s public disclosure of its financial condition. The annual certifications are included as Exhibits to this annual report on Form 10-K. Our Chief Executive Officer is also required to certify to the New York Stock Exchange each year that he is not aware of any violation by the Corporation of the New York Stock Exchange corporate governance listing standards.

Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Item 2.

PROPERTIES

The following chart lists for the Corporation as a whole, and by each of its segments, the principal locations of the Corporation's facilities and indicates whether the property is owned or leased and if leased, the lease expiration date:

		LEASED OR OWNED
LOCATION	SQUARE FEET	(LEASE EXPIRATION)

CORPORATION TOTAL	1,199,000


Headquarters

Lake Mary, FL	11,000	Leased (Expires 2009)


Arlon Electronic Materials

Bear, DE	135,000	Owned
Rancho Cucamonga, CA	80,000	Owned
Suzhou New District, PRC	16,000	Leased (Expires 2007)
Suzhou New District, PRC	108,000	Owned

Arlon Coated Materials

Dallas, TX	75,000	Leased (Expires 2007)
San Antonio, TX	96,000	Leased (Expires 2008)
San Antonio, TX	16,000	Leased (Expires 2008)
Santa Ana, CA	124,000	Leased (Expires 2013)
San Antonio, TX	138,000	Leased (Expires 2012)
Various Warehouses	15,000	Leased (Expires 2007)

Kasco Replacement Products and Services

Atlanta, GA	120,000	Owned
Gwent, Wales, UK	25,000	Owned
Montreal, Canada	11,000	Leased (Expires 2009)
Pansdorf, Germany	18,000	Owned
Paris, France	22,000	Leased (Expires 2009)
Matamoros, Mexico	40,000	Owned
St. Louis, MO	78,000	Owned
Field Warehouses:
Various locations in North America	71,000	Leased

Item 3.

LEGAL PROCEEDINGS

As discussed in "Management's Discussion and Analysis" set forth on pages 10 through 20 of Bairnco's 2006 Annual Report to Stockholders and in Note 10 to the Consolidated Financial Statements, which is incorporated herein by reference, in the third quarter 2004 Bairnco obtained final resolutions on three long-pending lawsuits.

In one of these lawsuits (the “Transactions Lawsuit”), trustees representing asbestos claimants brought claims of over $700 million against Bairnco, its subsidiaries, and other defendants. A judgment in favor of the defendants was affirmed in May 2004 by the U.S. Court of Appeals for the Second Circuit. Plaintiffs’ time to seek review by the United States Supreme Court of the Court of Appeals’ decision expired in August 2004.

A second lawsuit by these trustees against Bairnco (the “NOL Lawsuit”), involving a dispute over federal income tax refunds that had been held in escrow since the 1990s, was settled in September 2004. Pursuant to a settlement agreement dated September 10, 2004, Bairnco received $24,695,000 (about 70 percent of the escrowed funds), and the NOL Lawsuit was dismissed with prejudice.

The final resolution of the Transactions Lawsuit in favor of Bairnco resulted in the final resolution of a third lawsuit brought by these trustees (the “Properties Lawsuit”), involving a dispute over the title to certain real and personal property. In 2001, when the Properties Lawsuit was dismissed, without prejudice, against Bairnco and its Arlon subsidiary, the parties agreed that this dispute would be determined in accordance with the final resolution of the Transactions Lawsuit.

Management of Bairnco is not aware of any other pending actions of which the Corporation and its subsidiaries are defendants, the disposition of which would have a material adverse effect on the consolidated results of operations or the financial position of Bairnco and its subsidiaries as of December 31, 2006.

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No reportable events.

PART II

Item 5. ~~MARKET~~ ~~FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~

a.MARKET &FOR c.THE ~~Data~~REGISTRANTS ~~regarding~~COMMON market prices of Bairnco's common stock is included in the "Quarterly Results of Operations (Unaudited)" on page 13 of Bairnco's 2001 Annual Report to Stockholders which is incorporated herein by reference. Bairnco's common stock is traded on the New York Stock Exchange under the symbol BZ. Data on dividends paid is included in the Consolidated Statements of Operations on page 15 of Bairnco's 2001 Annual Report to StockholdersEQUITY, ~~which~~RELATED isSTOCKHOLDER ~~incorporated~~MATTERS ~~herein~~AND byISSUER ~~reference.~~PURCHASES ~~The~~OF ~~quarterly~~EQUITY ~~cash dividend has remained constant at $0.05 per share during 2001 and 2000. The Board continues to review the dividend on a quarterly basis.~~SECURITIES

ba. ~~The~~& ~~approximate~~c. Data ~~number~~regarding market prices of ~~registered~~Bairnco's ~~holders~~common stock is included in the "Quarterly Results of Operations (Unaudited)" on page 21 of Bairnco's 2006 Annual Report to Stockholders which is incorporated herein by reference. Bairnco's common stock ~~(par~~is ~~value~~traded $on the New York Stock Exchange under the symbol BZ.01 Data ~~per~~on ~~share)~~dividends aspaid is included in the Consolidated Statements of ~~December~~Income ~~31,~~on ~~2001~~page ~~was~~23 1of Bairnco's 2006 Annual Report to Stockholders,~~148~~ which is incorporated herein by reference.

~~Item~~In 6November 2004 the Board of Directors increased the quarterly cash dividend to $. ~~SELECTED~~06 ~~FINANCIAL~~per ~~DATA~~share from $.05 per share. In August 2006, the Board of Directors increased the quarterly cash dividend to $.07 per share from $.06 per share. The total dividend for 2006 was $.26 per share, an 8.3% increase over the $.24 in 2005. In January 2007, the Board of Directors increased the quarterly cash dividend to $.10 per share or an annual rate of $.40 per share for 2007, a 42.9% increase in the quarterly rate. The Board continues to review the dividend on a quarterly basis.

~~Reference~~There iswere ~~made~~no torepurchases ~~"Financial~~of ~~History"~~any ~~on page 9~~ of ~~Bairnco'~~the Corporation’s ~~2001~~equity ~~Annual~~securities ~~Report~~made toduring ~~Stockholders,~~the ~~which~~fourth ~~is incorporated herein by reference~~quarter.

~~Item 7~~b. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~Reference~~The isapproximate ~~made~~number toof ~~the~~registered ~~"Management's~~holders ~~Discussion~~of ~~and~~Bairnco ~~Analysis"~~common onstock ~~pages~~(par 10value ~~through~~$.01 13per ofshare) ~~Bairnco's~~as ~~2001~~of ~~Annual~~December ~~Report~~31, to2006 ~~Stockholders~~was ~~which is incorporated herein by reference~~825.

Item 7A6. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET~~

SELECTED FINANCIAL DATA

The following table contains certain financial and operating data and is qualified by the more detailed consolidated financial statements and notes thereto included in Bairnco's 2006 Annual Report to Stockholders which is incorporated herein by reference. The balance sheet data as of December 31, 2006, 2005 and 2004 and the statement of operations data for the fiscal years then ended, were derived from the consolidated financial statements and notes thereto that have been audited by Grant Thornton LLP, independent registered public accounting firm. The balance sheet data as of December 31, 2003 and 2002 and the statement of operations data for the fiscal years then ended were derived from the consolidated financial statements and notes thereto that were audited by Ernst & Young LLP, independent registered public accounting firm. The financial data shown below should be read in conjunction with the consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Bairnco's 2006 Annual Report to Stockholders which is incorporated herein by reference.

FINANCIAL HISTORY

		2006	2005	2004	2003	2002
Summary of Operations ($ in thousands)
Net sales	$	178,828	165,900	165,496	152,696	154,354
Gross profit	$	53,550	47,469	47,884	42,871	44,991
Earnings before provision for litigation costs, interest and taxes	$	6,066	5,591	8,057	4,623	6,802
Provision for litigation costs	$	--	--	--	--	4,000
Operating profit	$	6,066	5,591	8,057	4,623	2,802
Interest expense, net	$	712	54	566	768	1,005
Income before income taxes	$	5,354	5,537	7,491	3,855	1,797
Provision for income taxes	$	392	1,937	2,372	1,206	436
Income from continuing operations	$	4,962	3,600	5,119	2,649	1,361
Income from spun off subsidiary	$	--	--	25,710	--	--
Net income	$	4,962	3,600	30,829	2,649	1,361
Return from operations on:
Net sales	%	2.8	2.2	3.1	1.7	0.9
Average stockholders’ investment	%	5.9	4.3	7.7	5.0	2.7
Average capital employed	%	5.6	4.1	6.5	3.7	2.4

Yearend Position ($ in thousands)
Working capital	$	40,939	41,820	38,220	32,573	23,850
Working capital as a % of sales	%	22.9	25.2	23.1	21.3	15.5
Plant and equipment, net	$	40,654	34,373	34,429	36,476	37,468
Total assets	$	138,628	125,768	118,781	118,229	115,584
Total debt	$	25,828	9,436	1,924	31,833	27,747
Stockholders’ investment	$	81,170	83,458	84,767	54,298	51,516
Capital employed	$	106,998	92,894	86,691	86,131	79,263

Per Common Share Data
Basic earnings per share from continuing operations	$	0.69	0.49	0.70	0.36	0.19
Basic earnings per share from spun off subsidiary	$	--	--	3.49	--	--
Basic earnings per share	$	0.69	0.49	4.19	0.36	0.19
Diluted earnings per share from continuing operations	$	0.67	0.47	0.68	0.36	0.19
Diluted earnings per share from spun off subsidiary	$	--	--	3.40	--	--
Diluted earnings per share	$	0.67	0.47	4.07	0.36	0.19
Cash dividend	$	0.26	0.24	0.21	0.20	0.20
Stockholders’ investment per share	$	11.03	10.96	11.20	7.35	7.02
Market price:
High	$	13.70	12.21	11.90	7.15	6.10
Low	$	8.70	8.66	6.00	4.65	4.69

Other Data (in thousands)
Depreciation and amortization	$	7,411	7,456	7,668	7,797	8,113
Capital expenditures	$	8,676	7,304	5,996	5,664	3,811
Weighted average common shares outstanding		7,147	7,350	7,362	7,338	7,332
Weighted average diluted common shares outstanding		7,387	7,613	7,569	7,391	7,337

Current ratio		2.3	2.8	2.7	2.3	1.7
Number of registered common stockholders at yearend		825	890	944	992	1,066
Average number of employees		909	836	770	755	789
Sales per employee	$	196,730	198,440	214,930	202,250	195,600

Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the "Management's Discussion and Analysis" on pages 10 through 20 of Bairnco's 2006 Annual Report to Stockholders which is incorporated herein by reference.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

Market risks relating to the Corporation's operations ~~results~~result primarily from changes in interest rates and changes in foreign currency exchange rates.

Impact of Interest Rates

The interest on the Corporation'’s bank debt is floating and based on the prevailing market interest rates. For market rate based debt, interest rate changes generally do not affect the market value of the debt but do impact future interest expense and hence earnings and cash flows, assuming other factors remain unchanged. A theoretical one-percentage point ~~increase~~change ~~(decrease)~~ in market rates in effect on December 31, ~~2001~~2005 would ~~increase~~change ~~(decrease)~~ interest expense and hence ~~reduce~~change ~~(increase) the~~ net income of the Corporation by approximately $~~220~~62,000 per year.

The following table summarizes the principal cash flows of the Corporation's financial instruments outstanding at December 31, ~~2001~~2006, categorized by type of instrument and by year of maturity. There have been no changes in market risk factors for the year ended December 31, ~~2001~~2006.

	2002	2003	2004	2005	Total	Fair Value
	2007	2008	2009	2010	2011	Total	Fair Value
	(in thousands)
Short Term Debt	4,411	-	-		4,411	4,411
Short term debt	$6,119	$ --	$ --	$ --	$ --	$6,119	$6,119
Long Term Debt:
Term Loan (interest at 3.8125%)	4,000	5,000	6,000	-	15,000	15,000
Term loan – domestic (7.125% - 8.25% interest rate)	1,119	1,119	1,119	1,119	10,431	14,907	14,907
Industrial Revenue Bond (interest at 2.55%)	-	3,000	-	-	3,000	3,000
Revolving line of credit – foreign (6.01% interest rate)	--	--	--	--	214	214	214
Revolving line of credit (interest ranging from 3.75% to 4.9375%)	-	-	-	11,173	11,173	11,173
China loan facility (6.26% - 6.7% interest rate)	--	--	--	--	4,488	4,488	4,488
Note payable	100	--	--	--	--	100	100

Impact of Foreign Currency Exchange Rates

The Corporation'’s sales denominated in a currency other than U.S. dollars were approximately 1519.41% of total sales. for the year ended December 31, 2006. Net assets maintained in a functional currency other than U.S. dollars at December 31, ~~2001~~2006 were approximately 12.49% of total net assets. The translation effect of changes in foreign currency exchange rates on the Corporation's revenues, earnings and net assets maintained in a functional currency other than U.S. dollars has not historically been significant. At ~~However~~December 31, 2006, a 10% weaker U.S. dollar against the currencies of all foreign countries in which the Corporation ~~remains~~had ~~exposed~~operations toduring ~~potential~~2006, ~~risk~~would have resulted in an increase of ~~loss~~revenues ~~based~~by on$2.9 ~~fluctuations~~million, and an increase in ~~the~~operating ~~foreign~~profit ~~currency~~by ~~exchange~~$174,000. A ~~rates~~10% ~~from~~stronger ~~time~~U.S. dollar would have resulted in similar decreases to ~~time~~revenues and operating profit.

Euro Conversion

Each of our European operations has successfully converted to the euro. All computer systems have been updated to ensure euro compliance effective January 1, 2002. All marketing and operational policies and procedures were reviewed to ensure we continue to successfully conduct all aspects of our business in the euro market. The total cost of the euro conversion was not material and the conversion from the legacy currencies is not anticipated to have a material adverse effect on Bairnco's consolidated financial position or results of operations in 2002.

Effect of Inflation

General inflation has ~~had~~impacted ~~minimal impact on~~ Bairnco's operating results in recent years. During late 2005 and 2006 we saw percentage cost increases from suppliers that were greater than the ~~last~~percentage ~~three~~price ~~years~~increases we passed on to our customers. Sales prices and volumes have ~~been~~also ~~more~~continue to be strongly influenced by specific market supply and demand and by foreign currency exchange rate fluctuations ~~than by inflationary factors~~.

Item 8. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

~~Reference~~FINANCIAL isSTATEMENTS ~~made~~AND toSUPPLEMENTARY the Consolidated Financial Statements and accompanying Notes included on pages 15 through 31 and the "Quarterly Results of Operations (Unaudited)" on page 13 of Bairnco's 2001 Annual Report to Stockholders which is incorporated herein by reference. Financial Statement Schedules are included in Part IV of this filing.DATA

~~Item~~Reference 9is made to the Consolidated Financial Statements and accompanying Notes included on pages 27 through 44 and the "Quarterly Results of Operations (Unaudited)" on page 21 of Bairnco's 2006 Annual Report to Stockholders which is incorporated herein by reference. ~~CHANGES~~ Financial INStatement ~~AND~~Schedules ~~DISAGREEMENTS~~are ~~WITH~~included ~~ACCOUNTANTS~~in ONPart ~~ACCOUNTING~~IV ~~AND~~of ~~FINANCIAL~~this ~~DISCLOSURE~~filing.

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act). Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective to provide reasonable assurance that information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act). Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Corporation conducted an evaluation of the effectiveness of its internal control over financial reporting based upon the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Through this evaluation, we did not identify any material weakness in our internal controls. However, management’s testing was performed on transactions and controls through the third quarter of 2006 and did not extend into the fourth quarter 2006 and thus, in accordance with COSO, management concluded the Corporation did not maintain effective internal control over financial reporting as of December 31, 2006. (See Management’s Report on Internal Control over Financial Reporting on page 29 in the Corporation’s 2006 Annual Report to Stockholders which is incorporated herein by reference.)

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, has been audited by Grant Thornton LLP, an independent registered public accounting firm. Grant Thornton has issued a disclaimer of opinion on both management's assessment and the effectiveness of the company's internal controls over financial reporting as stated in their Report of Independent Registered Public Accounting Firm on page 30 in the Corporation’s 2006 Annual Report to Stockholders, and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting. There has been no change in the Corporation’s internal control over financial reporting during the Corporation’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting except for the following:

•

The Corporation completed its acquisition of Atlanta Sharptech effective October 1, 2006. As permitted by the Securities and Exchange Commission, management's assessment did not include the internal control of the acquired operations of Atlanta Sharptech, which results are included in the Corporation's audited consolidated financial statements as of December 31, 2006 and for the period from October 1, 2006 through December 31, 2006. The Corporation's consolidated revenues for the year ended December 31, 2006 were $178.8 million, of which Atlanta Sharptech represented $4.6 million. The Company's total assets as of December 31, 2006 were $138.6 million, of which Atlanta Sharptech represented $17.2 million, including intangible assets and goodwill recorded in connection with the acquisition aggregating $6.3 million, net of accumulated amortization.

Item 9B.

OTHER INFORMATION

None.

PART III

Item 10. ~~DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT~~

~~The~~DIRECTORS ~~information~~AND ~~required~~EXECUTIVE ~~with~~OFFICERS ~~respect~~OF toTHE directors of Bairnco is included in the Proxy Statement for the 2002 Annual Meeting of Stockholders of Bairnco, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference. REGISTRANT

~~See~~The information required with respect to directors, the ~~information~~audit ~~regarding~~committee and executive officers of Bairnco is included in the ~~Corporation~~Definitive onConsent ~~pages~~Statement 13(DEFC14A) offiled ~~this~~with ~~Annual~~the ~~Report~~Securities and Exchange Commission on ~~Form~~January ~~10-K~~24, 2007, and is incorporated herein by reference.

~~Item~~See ~~11. EXECUTIVE~~also ~~COMPENSATION~~the information regarding executive officers of the Corporation on page 4 of this Annual Report on Form 10-K.

~~The~~On ~~information~~January ~~required~~29, by2004, ~~Item~~the 11Board isof ~~included~~Directors inof ~~the~~Bairnco ~~Proxy~~Corporation ~~Statement for~~ (the ~~2002~~“Board”) ~~Annual~~adopted ~~Meeting~~the ofFinancial ~~Stockholders~~Code of ~~Bairnco~~Ethical Conduct, which ~~has~~applies ~~been~~to ~~filed~~the ~~with~~Corporation’s ~~the~~Chief ~~Securities~~Executive Officer and ~~Exchange~~the ~~Commission~~chief financial officer, the other financial officers and other financial managers. The Financial Code of Ethical Conduct is ~~incorporated~~posted ~~herein~~on bythe ~~reference~~Corporation’s internet site at www.bairnco.com.

~~Item~~The 12Board has determined that the Corporation has at least one audit committee financial expert serving on its audit committee. ~~SECURITY~~ Gerald ~~OWNERSHIP~~L. OFDeGood, ~~CERTAIN~~Chairman ~~BENEFICIAL~~of ~~OWNERS~~the Audit Committee, qualifies as an audit committee financial expert and is an independent member of the Board. Mr. DeGood meets the independence requirements as set forth in the Exchange Act Section 10A(m)(3).

~~MANAGEMENT~~Item 11.

~~The~~EXECUTIVE information required by Item 12 is included in the Proxy Statement for the 2002 Annual Meeting of Stockholders of Bairnco, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.COMPENSATION

The information required by Item ~~13. CERTAIN~~11 ~~RELATIONSHIPS~~is ~~AND~~included ~~RELATED~~in ~~TRANSACTIONS~~the Definitive Consent Statement (DEFC14A) filed with the Securities and Exchange Commission on January 24, 2007, and is incorporated herein by reference.

~~The information required by~~ Item ~~13 is included in the Proxy Statement for the 2002 Annual Meeting of Stockholders of Bairnco, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference~~12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is included in the Definitive Consent Statement (DEFC14A) filed with the Securities and Exchange Commission on January 24, 2007, and is incorporated herein by reference.

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 is included in the Definitive Consent Statement (DEFC14A) filed with the Securities and Exchange Commission on January 24, 2007, and is incorporated herein by reference.

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees charged for professional audit services rendered by Grant Thornton, LLP for the audit of the Company’s financial statements for the years ended December 31, 2006 and 2005 and fees billed for other services during those years.

	2006	2005
Audit fees (1)	$1,018,000	$206,000
Audit related fees (2)	174,000	23,800
Tax fees (3)	18,000	17,400
Total	$1,210,000	$247,200

(1)

Audit fees consisted of audit work (including the tax accrual review) performed in connection with the preparation of the quarterly and year end financial statements, European statutory audits and review of documents filed with the SEC.

(2)

Audit related fees consisted of audits of employee benefit plans and agreed upon procedures related to the acquisition of Atlanta Sharptech.

(3)

Tax fees consisted of assistance related to tax compliance and reporting.

Pre-Approval of Audit & Non-Audit Services – Under the Corporation’s Audit Committee Charter, the Audit Committee of the Board of Directors (“Audit Committee”) is required to pre-approve all auditing services and permissible non-audit services, including related fees and terms, to be performed for the Corporation by the independent auditor, subject to de-minimus exceptions for non-audit services described under Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 which are approved by the Audit Committee prior to the completion of the engagement, provided that such services had not been recognized as non-audit services at the time of the engagement.

All pre-approvals must take place in advance of the services within a period not to exceed three months prior to the start of the engagement. The proposals submitted by the independent accountant to the Audit Committee for pre-approval must be specific as to the type of service and provide detail of the scope of work and fee estimate, including out-of-pocket expenses. The proposals must include detailed back-up documentation regarding the specific services to be provided. Any expected change in the audit scope or related fees from the pre-approved amounts will also require pre-approval in advance of the additional work.

The Committee may form and delegate authority to subcommittees consisting of one or more of its members when appropriate, including the authority to grant pre-approvals of audit and permissible non-audit services, provided that decisions of such subcommittees to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting. The Committee will not delegate to management any of the Committee’s responsibilities related to pre-approval of audit and permissible non-audit services.

The Audit Committee pre-approved all audit services, audit related services and tax review and compliance services for the Corporation by Grant Thornton LLP during 2006.

PART IV

Item 1415. ~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K~~

~~a) 1.~~EXHIBITS ~~Financial~~AND ~~Statements~~FINANCIAL STATEMENT SCHEDULES

~~Included in the 2001 Annual Report to Stockholders which is included as Exhibit 13 to this Annual Report on Form 10-K:~~a)

-1. Financial Statements

Included in the 2006 Annual Report to Stockholders which is included as Exhibit 13 to this Annual Report on Form 10-K:

-·

-Management’s Report on Internal Control over Financial Reporting;

-·

-Reports of Independent Registered Public Accounting Firms;

-·

Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004;

Consolidated Statements of Comprehensive Income for the years ended December 31, 2006, 2005 and 2004;

Consolidated Balance Sheets as of December 31, 2006 and 2005;

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004;

Consolidated Statements of Stockholders' Investment for the years ended December 31, 2006, 2005 and 2004;

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

Included in Part IV of this Annual Report on Form 10-K:

-·

-Financial Statement Schedule for the years ended December 31, 2006, 2005 and 2004:

Schedule II - Valuation and Qualifying Accounts on page 2226 of this Annual Report on Form 10-K.

All other schedules and notes are omitted because they are either not applicable, not required or the information called for therein appears in the Consolidated Financial Statements or Notes thereto.

3. See Index to Exhibits on pages 2430 through 2632 of this Annual Report on Form 10-K.

~~b) Reports on Form 8-K - None filed in the fourth quarter of 2001.~~#

BAIRNCO CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Year Ended December 31,	Balance Beginning of Year	Expenses	Accounts Written-off	Recoveries and Other	Balance End of Year
2006
Allowance for
doubtful accounts	$ 1,014,000	$ 663,000	$ (327,000)	$ --	$ 1,350,000


2005
Allowance for
doubtful accounts	$ 1,546,000	$ --	$ (477,000)	$ (55,000)	$ 1,014,000


2004
Allowance for
doubtful accounts	$ 1,358,000	$ 877,000	$ (713,000)	$ 24,000	$ 1,546,000

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BAIRNCO CORPORATION
	(Registrant)
Date: March 15, 2002	By: /s/ Lawrence C. Maingot
Date: March 15, 2007	By: /s/ Kenneth L. Bayne
	Lawrence C. Maingot
	Kenneth L. Bayne
	Corporate Controller
	Vice President Finance
	(Principal Accounting Officer)
	(Chief Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been ~~executed~~signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated above.

/s/ Luke E. Fichthorn III

Luke E. Fichthorn III

Chairman and CEO

/s/ Gerald L. DeGood

Gerald L. DeGood

Director, Chairman of the Audit Committee

/s/ Charles T. Foley

Charles T. Foley

Director

/s/ James A. Wolf

James A. Wolf

Director

/s/ William F. Yelverton

William F. Yelverton

Director

/s/ Kenneth L. Bayne

Kenneth L. Bayne

Vice President Finance

(Chief Financial Officer)

/s/ Lawrence C. Maingot

Lawrence C. Maingot

Corporate Controller

(~~Principal~~Chief Accounting Officer)

~~REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS~~#

ON FINANCIAL STATEMENT SCHEDULE

TO BAIRNCO CORPORATION AND SUBSIDIARIES:

We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Bairnco Corporation and subsidiaries' Annual Report to Stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 22, 2002. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in Item 14(a) 2 is the responsibility of the company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Orlando, Florida

January 22, 2002

BAIRNCO CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

	Balance				Balance
Year Ended	Beginning		Deductions		End
December 31,	Of Year	Expenses	(a)	Other (b)	Of Year
2001
Reserve for
Doubtful Accounts	$1,717,000	$1,447,000	$ (536,000)	$ 70,000	$2,698,000
2000
Reserve for
Doubtful Accounts	$1,136,000	$1,045,000	$ (578,000)	$114,000	$1,717,000
1999
Reserve for
Doubtful Accounts	$1,224,000	$ 647,000	$ (735,000)	$ ------	$1,136,000

Actual charges incurred in connection with the purpose for which the reserves were established.

Additions to the reserve from acquisition.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

EXHIBITS

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2001~~2006

Commission File No.: 1-8120

BAIRNCO CORPORATION

(Exact name of registrant as specified in the charter)

Description	Incorporated Herein by Reference To
Certificate of Incorporation, as amended through September 24, 1991.	Exhibit 3 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1991.
By Laws, as amended through December 18, 1991.	Exhibit 3 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1991.
Promissory note dated as of September 1, 1989, between Arlon, Inc. and the Delaware Economic Development Authority.	Exhibit 4 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
Indenture of Trust, series 1989, dated as of September 1, 1989, between the Delaware Economic Development Authority and Manufacturers and Traders Trust Company, securing variable rate demand Industrial Development Refunding Revenue Bonds (Arlon, Inc. Project), series 1989 of the Delaware Economic Development Authority.	Exhibit 4 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
Loan Agreement, dated as of September 1, 1989, between the Delaware Economic Development Authority and Arlon, Inc.	Exhibit 4 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
Reimbursement Agreement dated as of September 1, 1989 by and among Arlon, Inc., Bairnco Corporation and Continental Bank NA (now Bank of America, Illinois).	Exhibit 4 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
Agreement of the Corporation, dated March 30, 1987, to furnish a copy of any instrument with respect to certain other long-term debt to the Securities and Exchange Commission upon its request.	Exhibit 4(e) to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1986.
Standard Industrial Lease dated June 30, 1983 between James E. and Nancy S. Welsh, trustees under Welsh Family Trust, dated April 20, 1979 and Arlon, Inc. as successor to Keene Corporation.	Exhibit 10 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1983.
Bairnco Corporation 401(k) Savings Plan and Trust.	Exhibit 4.3 to Bairnco's Registration Statement on Form S-8, No. 33-41313.
Bairnco Corporation 2000 Stock Incentive Plan.	Exhibit A to Bairnco's Proxy Statement for the fiscal year ended December 31, 1999.
Bairnco Corporation Management Incentive Compensation Plan.	Exhibit 10 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1981.
Employment Agreement dated January 22, 1990, between Bairnco Corporation and Luke E. Fichthorn III.	Exhibit 10 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
Third Amended and Restated Credit Agreement dated as of May 20, 2005, by and among Bairnco Corporation and certain of its subsidiaries and Bank of America, N.A., as Administrative Agent, and Wachovia Bank, N.A.	Exhibit 99.1 to Bairnco’s Current Report on Form 8-K dated June 2, 2005.
Exhibits to Third Amended and Restated Credit Agreement dated as of May 20, 2005, by and among Bairnco Corporation and certain of its subsidiaries and Bank of America, N.A., as Administrative Agent, and Wachovia Bank, N.A.	Exhibits 99.2 through 99.4 to Bairnco’s Current Report on Form 8-K dated June 2, 2005.
First Amendment, dated September 28, 2005, to Third Amended and Restated Credit Agreement dated as of May 20, 2005, by and among Bairnco Corporation and certain of its subsidiaries and Bank of America N.A., as Administrative Agent, and Wachovia Bank N.A.	Exhibit 99 to Bairnco’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2005.

Description	Incorporated Herein by Reference To
Bairnco Corporation Management Incentive Compensation Plan.	Exhibit 10 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1981.
Employment Agreement dated January 22, 1990, between Bairnco Corporation and Luke E. Fichthorn III.	Exhibit 10 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
Promissory Note dated January 31, 1998, between Bairnco Corporation and Bank of America NT&SA.	Exhibit 4 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1997.
Second Amended and Restated Credit Agreement dated as of February 22, 2000, by and among Bairnco Corporation and certain of its subsidiaries and certain Commercial Lending Institutions and Bank of America, N.A., as the Agent for Lenders.	Exhibit 2 to Bairnco's Current Report on Form 8-K dated February 24, 2000.
Exhibits to Second Amended and Restated Credit Agreement dated as of February 22, 2000, by and among Bairnco Corporation and certain of its subsidiaries and certain Commercial Lending Institutions and Bank of America, N.A., as the Agent for Lenders.	Exhibit 3 to Bairnco's Current Report on Form 8-K dated February 24, 2000.
Lease, dated May 17, 1999, between Crescent Resources, Inc. a South Carolina Corporation, and Bairnco Corporation.	Exhibit 10.1 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1999.
Lease, dated February 16, 2000, between Signtech USA, Ltd., a Texas Limited Partnership, and Arlon Signtech Ltd.	Exhibit 10.2 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1999.
Calculation of Basic and Diluted Earnings per Share for the years ended December 31, 2001, 2000 and 1999.	Exhibit 11 filed herewith.
2001 Annual Report to Stockholders.	Exhibit 13 filed herewith.

Description	Incorporated Herein by Reference To
Second Amendment, dated October 10, 2006, to Third Amended and Restated Credit Agreement dated as of May 20, 2005, by and among Bairnco Corporation and certain of its subsidiaries and Bank of America N.A., as Administrative Agent, and Wachovia Bank N.A.	Exhibit 99.1 to Bairnco’s Current Report on Form 8-K dated October 11, 2006.
Exhibits to Second Amendment, dated October 10, 2006, to Third Amended and Restated Credit Agreement dated as of May 20, 2005, by and among Bairnco Corporation and certain of its subsidiaries and Bank of America, N.A., as Administrative Agent, and Wachovia Bank, N.A.	Exhibits 99.2 through 99.4 to Bairnco’s Current Report on Form 8-K dated October 11, 2006.
Loan and Security Agreement, Exhibits and Schedules, dated as of November 9, 2006, by and among Bairnco Corporation and certain of its subsidiaries and Bank of America, N.A., as Agent.	Exhibit 99.1 to Bairnco’s Current Report on Form 8-K dated November 13, 2006.
Lease, dated May 17, 1999, between Crescent Resources, Inc. a South Carolina Corporation, and Bairnco Corporation.	Exhibit 10.1 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1999.
Lease, dated February 16, 2000, between Signtech USA, Ltd., a Texas Limited Partnership, and Arlon Signtech Ltd.	Exhibit 10.2 to Bairnco's Annual Report on Form 10-K for fiscal year ended December 31, 1999.
Standard Industrial Lease dated May 1, 2002 between James E. and Nancy S. Welsh, trustees under Welsh Family Trust, dated April 20, 1979 and Arlon, Inc.	Exhibit 99 to Bairnco's Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2002.
First Amendment, dated May 23, 2005, to Standard Industrial Lease dated May 1, 2002 between James E. and Nancy S. Welsh, trustees under Welsh Family Trust, dated April 20, 1979 and Arlon, Inc.	Exhibit 99.2 to Bairnco’s Form 10-K for the fiscal year ended December 31, 2005.
Ernst & Young Preferability Letter Dated January 30, 2003 Re: Change in Actuarial Valuation Measurement Date for Pension Plans.	Exhibit 18 to Bairnco’s Form 10-K for the fiscal year ended December 31, 2002.
Commercial/Industrial Lease dated December 18, 2002 between The Ben-Tal Family Trust and Arlon-Viscor LTD., a Texas limited partnership.	Exhibit 99 to Bairnco’s Form 10-K for the fiscal year ended December 31, 2002.
First Lease Renewal Agreement, dated February 15, 2003, between Arlon Signtech Ltd, a Texas limited partnership and RAM Global, Ltd., a Texas limited partnership.	Exhibit 99 to Bairnco’s Form 10-K for the fiscal year ended December 31, 2003.
Description	Incorporated Herein by Reference To
2006 Annual Report to Stockholders.	Exhibit 13 filed herewith.
Subsidiaries of the Registrant.	Exhibit 21 filed herewith.
Consent of Independent Certified Public Accountants.	Exhibit 23 filed herewith.
Consent of Independent Registered Public Accounting Firm.	Exhibit 23 filed herewith.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.	Exhibit 31.1 filed herewith.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.	Exhibit 31.2 filed herewith
Certification pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Exhibit 32.1 filed herewith.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Exhibit 32.2 filed herewith.

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