EXHIBIT 4

AMENDMENT TO THE BAIRNCO CORPORATION 1990 STOCK INCENTIVE PLAN

WHEREAS, BAIRNCO CORPORATION ("the Company") adopted the Bairnco Corporation 
1990 Stock Incentive Plan (the "Plan"); and
WHEREAS, pursuant to Section 11 of the Plan, the Board of Directors retained 
the right to amend the Plan:
NOW, THEREFORE, the Plan is amended as follows:

1.	The definition of "Committee" in Section 2 of the Plan is deleted in its 
entirety and a new definition of "Committee" is inserted in lieu thereof,
to read as follows:

"Committee" means the Compensation Committee of the Board, which shall 
consist of two or more members.  Each member of the Committee shall be a 
"Non-Employee Director" within the meaning of Rule 16b-3 as promulgated under 
the Act, or meet any other applicable standard for administrators under that 
or any similar rule which may be in effect from time to time.  Except as 
provided under Section 9, no member of the Committee shall be entitled to 
participate in the Plan.  If at any time no Committee shall be in office, 
the Board shall perform the functions of the Committee.

2.	The second sentence of Section 6.1 is deleted in its entirety and a new 
such second sentence is inserted in lieu thereof, to read as follows:

The Committee shall have complete discretion in determining the number of 
Options, if any, to be granted to a Participant; provided that, in no event 
may the number of shares subject to Options granted to any single participant 
within any 12 month period exceed 250,000 shares, as such number may adjusted 
to Section 5.3.

3.	The fourth sentence of Section 7.2 is deleted in its entirety.

4.	The amendments described in Paragraphs 1 and 3 shall be effective as of 
March 14, 1997.  The amendment contained in Paragraph 2 shall become 
effective, upon and subject to, approval thereof by the affirmative vote of 
the holders of a majority of the shares of Common Stock present in person or 
presented by proxy at the 1997 Annual Meeting and entitled to vote thereon.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by 
its duly authorized officer on the 18th day of April, 1997.

BAIRNCO CORPORATION   By:  /s/ Linda M. Metcalf
                           Linda M. Metcalf
                           Secretary

                      WITNESS: /s/ J. Robert Wilkinson
                               J. Robert Wilkinson
                               Treasurer