SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOODRICH PHILIP A
(Last) (First) (Middle)
BARNES GROUP INC.
123 MAIN STREET
(Street)
BRISTOL CT 06011-0489
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [ B ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Corporate Development
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2006 M 5,900 A $14.77 0 D
Common Stock 11/13/2006 S 5,900 D $20.1 0 D
Common Stock 11/13/2006 M 168 A $14.77 0 D
Common Stock 11/13/2006 S 168 D $20.12 0 D
Common Stock 11/13/2006 M 9,982 A $17.3525 0 D
Common Stock 11/13/2006 S 9,982 D $20.21 0 D
Common Stock 11/13/2006 M 6,622 A $17.575 0 D
Common Stock 11/13/2006 S 6,622 D $20.23 0 D
Common Stock 11/13/2006 M 6,200 A $17.575 0 D
Common Stock 11/13/2006 S 6,200 D $20.24 90,508(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stk Option-Right to Buy $14.77 11/13/2006 M 6,068 (2) 02/11/2014 Common Stock 6,068 (5) 0 D
Employee Stk Option-Right to Buy $17.3525 11/13/2006 M 2,526 (3) 02/05/2012 Common Stock 2,526 (5) 0 D
Employee Stk Option-Right to Buy $17.3525 11/13/2006 M 7,246 (3) 12/06/2009 Common Stock 7,246 (5) 0 D
Employee Stk Option-Right to Buy $17.3525 11/13/2006 M 210 (3) 02/10/2010 Common Stock 210 (5) 0 D
Employee Stk Option-Right to Buy $17.575 11/13/2006 M 10,414 (4) 02/05/2012 Common Stock 10,414 (5) 0 D
Employee Stk Option-Right to Buy $17.575 11/13/2006 M 932 (4) 02/06/2011 Common Stock 932 (5) 0 D
Employee Stk Option-Right to Buy $17.575 11/13/2006 M 1,476 (4) 02/10/2010 Common Stock 1,476 (5) 0 D
Explanation of Responses:
1. Includes a balance of 20,000 Restricted Stock Units granted 2/12/03, 22,000 granted 4/14/04 and 12,000 Restricted Stock Units and a balance of 8,000 Performance Share Awards granted 2/16/05 and 10,000 Restricted Stock Units and 4,800 Performance Share Awards granted 2/15/06 that are subject to forfeiture if certain events occur.
2. The options vest in 3 equal annual installments with the first installment vesting on 2/11/05.
3. The options vest 100% immediately on 11/25/05.
4. The options vest 100% immediately on 8/8/05.
5. 1 for 1.
Remarks:
Nancy M. Clark, pursuant to a Power of Atty 11/14/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.