this regard, the Committee takes into account specific achievements that are expected to affect future earnings and results or that had an identifiable impact on the prior year’s results.

Stock Incentive Plan – The Company also provides long-term incentive compensation to its executive officers and key employees through stock options and restricted shares. The 2000 Bairnco Stock Incentive Plan (the “Stock Incentive Plan”) was approved by shareholders at the 2000 Annual Meeting of Shareholders. As originally established, the Stock Incentive Plan provided for stock option awards. In April 2003, the Board of directors amended the Stock Incentive Plan to add a restricted stock award program. The restricted stock award program permits the committee to grant to an employee an award consisting of shares of Bairnco stock that are subject to specified forfeiture and transfer restrictions. Upon the lapse of these restrictions, the restricted stock award becomes vested. Generally, a restricted stock award under the Stock Incentive Plan becomes vested if the recipient remains employed until the fifth anniversary of the date of the award. The restricted stock award recipient receives dividends and voting rights during the vesting period. Under the terms of the Stock Incentive Plan, the Committee has complete discretion in determining eligibility for participation and the number of stock options or restricted stock shares, if any, to be granted to a participant. Stock option and restricted stock awards may be made from the shares of Bairnco Common Stock originally approved by the shareholders for issuance under the Stock Incentive Plan. The Committee has established and follows guidelines with respect to the granting of options and restricted stock awards under the Stock Incentive Plan to employees. The use of these instruments is intended to provide incentives to the Company’s executive officers and key employees to work toward the long-term growth of the Company by providing them with a benefit that will increase only to the extent the value of the Co mmon Stock increases. Options and restricted shares are not granted by the Committee as a matter of course as part of the regular compensation of any executive or key employee. The decision to grant options or restricted shares is based on the perceived incentive that the grant will provide and the benefits that the grant may have on long-term stockholder value. The determination of the number of shares granted is based on the level and contribution of the employee. Consideration is also given to the anticipated contribution of the business operations for which the optionee has responsibility to overall stockholder value.

Compensation Earned by the Chief Executive Officer

     In considering the Chairman’s base salary, the Committee reviewed Bairnco’s general financial performance and the progress in improving operating performance. The Committee also reviewed the Chairman’s base salary against recent salary surveys. This information showed Mr. Fichthorn’s salary to be in the average range for industrial companies the size of Bairnco. The Committee also considered the time period elapsed from Mr. Fichthorn’s date of last increase in May 2003. On May 1, 2004, he received a salary increase of 2.5% resulting in a current salary for Mr. Fichthorn of $444,450. In accordance with his contract, Mr. Fichthorn is eligible for 25% of an MIC pool generated by a formula in his contract. However, since 2001, Mr. Fichthorn has voluntarily waived this portion of his contract on a year-to-year basis and has agreed to participate in the MIC pool that cover s Bairnco’s officers. In 2003, Mr. Fichthorn elected not to receive a bonus even though he earned one under the Bairnco MIC program.

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162 (m) Disclosure

     Based on current levels of compensation, no executive officer is expected to receive compensation for 2005 services that would be non-deductible under Section 162 (m) of the Internal Revenue Code. Accordingly, the Compensation Committee has not considered any revisions to its policies and programs in response to this provision of law.

Respectfully submitted,

The Compensation Committee

William F. Yelverton, Chairman

Gerald L. DeGood

Charles T. Foley

James A. Wolf

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PERFORMANCE GRAPH

     Presented in the graph below is a comparison of the five-year cumulative returns among Bairnco Common Stock, the Russell 2000 Index and the Dow Jones Electrical Components and Equipment Index (“DJELQ”). The cumulative returns shown in the graph assume an initial investment of $100 as of December 31, 1999, and reinvestment of all cash and cash equivalent dividends declared as of the ex-date of the dividend.

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PROPOSAL 2. RATIFICATION OF AUDITORS

     On June 30, 2004, the Audit Committee of the Board of Directors (the “Committee”) of Bairnco Corporation (“Bairnco” or the “Corporation”) dismissed the Corporation’s independent registered public accounting firm, Ernst & Young LLP (“E&Y”). On this date, the Committee also approved the engagement of Grant Thornton, LLP (“Grant”) to serve as the Corporation’s independent registered public accounting firm effective immediately, based upon the results of a competitive bid process.

     E&Y’s reports on the Corporation’s consolidated financial statements for the years ended December 31, 2003 and 2002 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Corporation’s two fiscal years ended December 31, 2003 and 2002, and through the date hereof, there were no reportable events as described in Item 304(a)(1)(v) of regulation S-K or disagreements between the Corporation and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused them to make reference to the subject matter of such disagreement in connection with their reports on the Corporation’s consolidated financial statements.

     The Board of Directors has voted unanimously to retain the firm of Grant Thornton, LLP, independent certified public accountants, as auditors for Bairnco and its subsidiaries for the 2005 fiscal year. The Board of Directors is submitting its selection of Grant Thornton, LLP to shareholders for ratification. Representatives of Grant Thornton, LLP are expected to be present at the Annual Meeting and to be available to respond to appropriate questions. These representatives will have the opportunity to make a statement at the Annual Meeting if they desire to do so. Ratification of the Board of Directors’ selection of auditors will require the affirmative vote of the holders of a majority of the shares of Bairnco Common Stock present at the Annual Meeting (assuming that a quorum is present). The Board of Directors recommends a vote FOR ratification of its selection of auditors.

Audit & Non-Audit Fees

     The following table presents fees charged for professional audit services rendered by Grant Thornton, LLP and Ernst & Young LLP for the audit of the Company’s financial statements for the years ended December 31, 2004 and 2003 and fees billed for other services during those years. Grant Thornton, LLP was the principal accountant of the Company beginning in the second quarter of 2004. Ernst & Young LLP was the principal accountant of the Company during 2003 and the first quarter of 2004.

		2004				2003
Audit fees (1)		$	198,600			$	160,100
Audit related fees (2)			34,600				13,700
Tax fees (3)			8,000				32,500
All other fees			—				—
		$	241,200			$	206,300

     (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.

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     (2) Audit related fees consisted of audits of employee benefit plans, consulting related to section 404 of the Sarbanes-Oxley act and a review of the NOL settlement.

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

     Pre-Approval of Audit & Non-Audit Services – Under the Company’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 Company by the independent auditor, subject to de-minimus exceptions for non-audit services described under the Securities Exchange Act of 1934 which are approved by the Audit Committee prior to the completion of the audit. The written pre-approval policy can be found in Appendix B, “Audit Committee Charter”, of this Proxy Statement.

     The Audit Committee pre-approved all audit services, audit related services and tax review and compliance services for the Company by Grant Thornton during 2004.

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AUDIT COMMITTEE REPORT

     In accordance with its written charter adopted by the Board of Directors (“Board”), the Audit Committee of the Board (“Audit Committee”) monitors the financial reporting process on behalf of the Board. All members of the Audit Committee are independent of management and the Company in accordance with the Company’s Standards of Board Independence which are based on the requirements of the New York Stock Exchange, the Securities and Exchange Act of 1934 and rules and regulations of the Securities and Exchange Commission.

     During 2004, the Audit Committee met six times, and the Committee chair, as representative of the Audit Committee, discussed the interim financial information contained in each quarterly earnings announcement with the Corporate Controller and independent auditors prior to the filing of the Company’s Form 10-Q.

     The Audit Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors’ independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees”, and discussed with the auditors any relationships that might affect their objectivity and independence.

     The Audit Committee discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees” and, with and without management present, discussed and reviewed the results of the independent auditors’ examination of the quarterly and annual financial statements. The Audit Committee also discussed the results of the internal audit examinations with the Corporation’s internal audit department.

     The Committee reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2004, with management and the independent auditors. Management has the responsibility for the preparation of the Company’s financial statements, and the independent auditors express an opinion on those financial statements based on their audit.

     Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, for filing with the Securities and Exchange Commission. The Committee also recommended the reappointment, subject to shareholder approval, of Grant Thornton, LLP as independent auditors, and the Board concurred in such recommendation.

Respectfully submitted,

The Audit Committee

Gerald L. DeGood, Chairman

Charles T. Foley

James A. Wolf

William F. Yelverton

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PROPOSALS BY HOLDERS OF COMMON STOCK

     Any proposal that a shareholder of Bairnco desires to have included in the Proxy Statement and form of proxy relating to the 2006 Annual Meeting of Shareholders must be received by Bairnco at its executive offices no later than November 15, 2005. Bairnco will not be required to include in its Proxy Statement or form of proxy a shareholder proposal that is received after that date or which otherwise fails to meet the requirements for shareholder proposals established by Securities and Exchange Commission regulations. In addition, if a shareholder intends to present a proposal at the 2006 Annual Meeting of Shareholders without the inclusion of that proposal in Bairnco’s proxy materials and written notice of the proposal is not received by Bairnco on or before January 29, 2006, or if Bairnco meets other requirements of Securities and Exchange Commission rules, proxies solicited by the Board of Directors for the 2006 Annual Meeting of Shareholders will confer discretionary authority to vote on the proposal at the meeting. The executive offices of Bairnco currently are located at 300 Primera Boulevard, Suite 432, Lake Mary, Florida, 32746.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based upon a review of filings with the Securities and Exchange Commission and written representations from its directors and executive officers that no other reports were required, the Company believes that all of the Company’s directors and executive officers complied with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year ended December 31, 2004. The Company is not aware of any beneficial holder of 10% of the Company’s common stock that has not complied with filing requirements.

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EXPENSES AND OTHER MATTERS

     Bairnco will pay the costs of preparing, assembling, and mailing this Proxy Statement and the material enclosed herewith. Bairnco has requested brokers, nominees, fiduciaries and other custodians who hold shares of Bairnco Common Stock in their names to solicit proxies from their clients who own such shares, and Bairnco has agreed to reimburse them for their expenses in so doing.

     In addition to the use of the mails, certain officers, directors and regular employees of Bairnco, at no additional cost, may request the return of proxies by personal interview or by telephone or telegraph.

     Management does not intend to present any further items of business at the Annual Meeting, and knows of no such items that will or may be presented by others. If, however, any other matter properly comes before the meeting, the persons named in the enclosed proxy form will vote thereon in such manner as they may in their discretion determine.

		By Order of the Board of Directors
		Larry D. Smith
		Secretary
Lake Mary, Florida
March 14, 2005

      PLEASE DATE, SIGN AND IMMEDIATELY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ADDRESSED ENVELOPE.

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APPENDIX A

BAIRNCO CORPORATION	SUBJECT	NO.             CG-4	PAGE                   1 OF 2
	STANDARDS OF BOARD INDEPENDENCE	EFFECTIVE             1/29/04	DISTRIBUTION All
	AFFECTS	REVISES New	DATED
POLICY	Board of Directors	FILE UNDER SECTION “CG” Corporate Governance
	ISSUED BY Board of Directors	APPROVED BY Board of Directors

POLICY

     As used in these Standards of Board Independence, the term “Company” includes Bairnco Corporation and any of its subsidiaries. The term “immediate family member” includes the director’s spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and any other person (other than domestic employees) who shares the director’s home.

     Disqualification. A director will not be considered an independent director under any circumstances if: The director is or was employed by, or any immediate family member of the director is or was an executive officer of, the Company at any time during the previous 3-year period;

The director or any of his or her immediate family members receives or has received at any time during the previous 3-year period more than $100,000 per year in direct compensation from the Company, other than fees for service on the Board of Directors or any committee of the Board of Directors and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

The director is or has been at any time during the previous 3-year period affiliated with or employed by, or has an immediate family member who is or has been at any time during the previous 3-year period affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company;

The director or any of his or her immediate family members is or has been, at any time during the previous 3-year period, employed as an executive officer of another company where any of the Company’s current executives serve or served on that company’s compensation committee;

The director is or has been at any time during the previous 3-year period an executive officer or employee, or has an immediate family member who is or has been at any time during the previous 3-year period an executive officer, of a company (other than a charitable organization in accordance with stock exchange listing standards) that either makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of (A) $1,000,000 or (B) 2% of such other company’s consolidated gross revenues; or

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Board Determination. A director will not be considered an independent director unless the Board of Directors makes an affirmative determination that the director, either directly or as a partner, shareholder or officer of any organization that has a relationship with the Company, has no “material relationship” with the Company.

For purposes of determining whether a director has a “material relationship” with the Company, the Board of Directors will consider all relevant facts and circumstances. “Material relationships” can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships (among others).

A director will not be considered to have a “material relationship” with the Company solely by virtue of the fact that:

the director, or any of his or her immediate family members, owns a significant amount of stock in the Company; or

the director, or any of his or her immediate family members, receives consulting fees or other compensation from the Company not in excess of $100,000 per year; or

the director, or any of his or her immediate family members, serves on the Board of Directors of any other company on which another director of the Company serves as a director, employee or contractor.

Notwithstanding the foregoing, in the event that any director, or any of his or her immediate family members, has relationships that fall within both of the foregoing categorical standards, the Board shall consider the materiality of all such relationships, in the aggregate, to determine whether such director is independent.

The Company will disclose the categorical standards set forth herein for the Board’s determination of the independence of any director in the Company’s annual proxy statement. If the Board makes a determination that any director who does not meet these categorical standards is “independent,” the Company will disclose the basis of the Board’s determination in the Company’s annual proxy statement.

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APPENDIX B

BAIRNCO	SUBJECT	NO.	PAGE
		CG-5	1 OF 6
CORPORATION	AUDIT COMMITTEE CHARTER	EFFECTIVE         1/29/04	DISTRIBUTION All
	AFFECTS	REVISES New	DATED
POLICY	Audit Committee	FILE UNDER SECTION “CG” Corporate Governance
	ISSUED BY Audit Committee	APPROVED BY Bairnco Board of Directors

POLICY

1. Purpose

     The Audit Committee (the “Committee”) of Bairnco Corporation (the “Company”) is appointed by the Company’s Board of Directors (the “Board”) to provide assistance to the Board in fulfilling its oversight responsibility as relates to: the integrity of the Company’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the performance of the Company’s internal audit function; the qualifications, independence and performance of the Company’s independent accountants; and the Company’s compliance with ethics policies and legal and regulatory requirements. In so doing, it is the responsibility of the Committee to maintain open communication between the Committee and the independent accountants, internal auditors and Company management.

     The Committee shall prepare the audit committee report required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement. The report shall set forth whether:

	a)		the Committee has reviewed and discussed the Company’s audited financial statements with management; and

	b)		the Committee has discussed with its independent accountants the matters required to be discussed by Statement of Auditing Standards No. 61 (“SAS 61“); and

	c)		the Committee has received written disclosures and a letter from its independent accountants required by Independence Standards Board No. 1 and has discussed with its independent accountants the independent accountants’ independence; and

	d)		the Committee has recommended to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K.

     The Committee shall assess its performance annually and report the results of this self-evaluation to the Board.

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2. Composition

A)	Appointment. The Committee shall be members of, and elected by, the Board on the recommendation of the Corporate Governance and Nominating Committee. The Committee shall comprise of at least three directors, each of whom is independent of management and the Company in accordance with the Company’s Standards of Board Independence (the “Independence Standards”) attached hereto as Exhibit A and in accordance with the independence requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934 (the “Act”).
	The members of the Committee shall be elected by the Board at the annual meeting of the Board or until their successors shall be duly elected and qualified. Term of membership of the Committee is at the discretion of the Board, but maintenance of continuity while bringing a fresh perspective is to be considered. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full membership.
B)	Qualification. In addition to the “independence” requirements noted above, each member of the Committee shall be, in the opinion of the Board, financially literate, and at least one member must be an “audit committee financial expert” as defined in Item 401 of Regulation S-K promulgated under the Securities Act of 1933.

     The members of the Committee shall be subject to such further or different restrictions and requirements for qualification as may be required from time to time by the Securities and Exchange Commission and any stock exchange which lists the Company’s securities.

3. Meetings

     The Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Committee shall meet periodically with management, the internal auditors and the independent accountants in separate executive sessions. The Committee may request any officer or employee of the Company or outside counsel or independent accountants to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee will report regularly to the Board.

4. Responsibilities and Duties

     In carrying out its responsibilities and duties, the Committee shall have the authority, to the extent it deems necessary or appropriate, to appoint or retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent accountant for the purpose of rendering or issuing an audit report or performing other audit, review or attest services, and to any advisors employed by the Committee, and ordinary administrative expenses of the Committee as may be necessary or appropriate in carrying out its responsibilities and duties. The Committee shall have the power and authority to interpret this Charter and make any determinations as to whether any act taken has been taken in compliance with the terms hereof.

     This Charter must be posted on the Company’s website.

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     To fulfill its responsibilities and duties, the Committee shall:

     Financial Statements, Disclosures and Reports Review

	1)		Review the Company’s Charter annually or more often as conditions dictate, reassess the adequacy of the Charter, and recommend any proposed changes to the Board for approval.

	2)		Review and discuss with management and the Company’s independent accountants the annual audited financial statements, including disclosures made in management’s discussion and analysis of financial condition and results of operations, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K filing.

	3)		Review and discuss with management and the Company’s independent accountants prior to filing, any interim financial statements of the Company to be included in its quarterly reports on Form 10-Q and the results of the independent accountants review of interim financial statements.

	4)		Discuss with management the types of information to be disclosed and the types of presentations to be made in earnings press releases and with respect to earnings guidance, if any, provided to analysts and rating agencies.

	5)		Review and discuss with management and the Company’s independent accountants any significant issues raised by the independent accountants in connection with the preparation of the Company’s financial statements with respect to the quality and consistency of the Company’s accounting principles and financial reporting processes, including significant estimations, judgments and major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

	6)		Discuss with management the Company’s risk assessment and risk management policies.

	7)		Review and discuss with the independent accountants:

a)		All critical accounting policies and practices used;
b)		All alternative disclosures treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternatives, and the treatment preferred by the independent accountant;
c)		The key internal controls adhered to by the Company and the impact of such internal controls on the quality and reliability of the Company’s financial reporting; and
d)		Other written material communications between the independent accountant and management, such as any management letter or schedule of unadjusted differences.
e)		Any audit problems or difficulties the independent accountants encountered in the course of the audit work, including any restrictions on the scope of the independent accountant’s activities or on access to requested information and any significant

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	disagreements with management, and management’s response to these problems or difficulties.

	8)		Cause the Company to disclose in its proxy statements whether the Committee members are independent, the standard used in such determination, and disclosure of information regarding any member of the Committee who is not independent.

	9)		Cause the Company to disclose in its proxy statements whether the Committee has adopted and the Board has approved a written charter for the Committee, and, if applicable, include a copy of such charter as an appendix to the Company’s proxy statements at least once every three (3) years.

	10)		Cause the company to provide the New York Stock Exchange, on at least an annual basis and with respect to any changes to the composition of the Committee, with written confirmation regarding:

a)		any determination made by the Company’s Board concerning the independence of its auditors;
b)		the financial literacy of the Committee members;
c)		the determination that at least one member of the Committee has accounting or related financial management expertise; and
d)		the annual review and reassessment of the adequacy of this Charter.

     Independent Accountants

	11)		Have the sole authority and responsibility for the selection and evaluation of the Company’s independent accountants and the selection and appointment of their successors (subject, if applicable, to stockholder ratification). The Committee shall be directly responsible for the compensation, retention, evaluation, terms of engagement and oversight of the work of the independent accountants (including resolution of disagreements between management and the independent accountants regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or related work. The Company’s independent accountants shall report directly to the Committee.

	12)		Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent accountants, subject to the de minimis exceptions for non-audit services described in Section l0A(i)(1)(B) of the Act which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and 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.

	13)		Obtain and review a report from the independent accountants at least annually regarding (a) the independent accountants’ internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within

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			the preceding five years relating to any independent audits performed by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships or services between said independent accountants and the Company.

	14)		Discuss and evaluate the qualifications, performance and independence of the independent accountants, consider whether the information in the report presented confirms that the firm possesses adequate quality controls and is compatible with the independent accountants’ maintaining their objectivity and independence. Review the performance of the independent accountants and approve any proposed changes to the relationship or discharge of the independent accountants when circumstances warrant.

	15)		Ensure the lead (or concurring) audit partner having responsibility for the audit serves for no more than five fiscal years of the Company. In addition, ascertain that any partner other than the lead or concurring partner serves no more than seven years at the partner level on the Company’s audit. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the Company’s independent accountants.

	16)		Establish and maintain clear policies for the Company’s hiring of employees or former employees of the independent accountants who participated in any capacity in the audit of the Company.

     Internal Audit Function

	17)		Ensure the Company establishes and maintains an internal audit function and from time to time evaluate the Company’s internal audit function, including its impact on the accounting practices, internal controls and financial reporting of the Company.

	18)		Review and discuss with the independent accountants the responsibilities and staffing of the internal audit function and the annual scope of work for the internal audit function.

	19)		Review and discuss with management the significant reports prepared by the internal audit function and management’s responses to such reports.

     Formal Channel of Complaints

     Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

5. Limitation of Audit Committee’s Role

     While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent accountant.

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     The foregoing Charter of the Audit Committee of the Board of Directors of Bairnco Corporation, a Delaware corporation, was adopted by the Audit Committee on the 29th day of January, 2004, and approved by the Board of Directors of said corporation on the 29th day of January, 2004.

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PROXY

BAIRNCO CORPORATION

ANNUAL MEETING OF SHAREHOLDERS, April 21, 2005

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BAIRNCO CORPORATION

     The undersigned hereby appoints LUKE E. FICHTHORN III, LARRY D. SMITH, and LAWRENCE C. MAINGOT each of them, the proxies of the undersigned, with power of substitution in each, to vote all stock of BAIRNCO CORPORATION that the undersigned is entitled to vote at the Annual Meeting of Shareholders of such Corporation to be held at Bairnco’s corporate offices, 300 Primera Boulevard, Suite 432, Lake Mary, Florida, on Thursday, April 21, 2005, at 9:00 A.M., local time, and at any adjournment thereof.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

1. ELECTION OF DIRECTORS

	o	FOR all nominees listed below (except as listed to the contrary below)		o	WITHHOLD AUTHORITY to vote for all nominees listed below
		NOMINEES: Luke E. Fichthorn III, Gerald L. DeGood, Charles T. Foley, James A. Wolf, William F. Yelverton

(INSTRUCTIONS: To withhold your vote from any individual nominee or nominees, check the FOR box above and write each such nominee's name on the space provided below.)

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2. RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF AUDITORS

o FOR	o AGAINST	o ABSTAIN

3. TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING

If no contrary instructions are indicated on this Proxy, this Proxy will be voted FOR Proposals 1 and 2.

	Dated:
	Signature
	Signature
	Please sign exactly as name appears at left. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, give your full title as such.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE

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