SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dempsey Patrick

(Last)

(First)

(Middle)

BARNES GROUP INC.

123 MAIN STREET

(Street)

BRISTOL

06011-0489

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2004

3. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [ B ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-BGI, Pres. B. Aerospace

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,370.4964	D⁽¹⁾
Common Stock	2,181.7856	I	by Employee Stock Purchase Plan
Common Stock	3,040.008	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stk Option-Right to Buy	⁽²⁾	10/30/2010	Common Stock	1,250	$18.5	D
Employee Stk Option-Right to Buy	⁽³⁾	02/05/2012	Common Stock	2,703	$23	D
Incentive Stock Unit	⁽⁴⁾	02/05/2007	Common Stock	1,200	$0	D
Employee Stk Option-Right to Buy	08/19/2003	02/06/2011	Common Stock	484	$24.73	D
Employee Stk Option-Right to Buy	08/19/2003	10/30/2010	Common Stock	295	$24.73	D
Employee Stk Option-Right to Buy	10/14/2003	10/30/2010	Common Stock	454	$28.42	D
Employee Stk Option-Right to Buy	02/19/2004	02/06/2011	Common Stock	516	$27.245	D
Employee Stk Option-Right to Buy	02/19/2004	10/30/2010	Common Stock	723	$27.245	D
Employee Stk Option-Right to Buy	06/08/2004	10/30/2010	Common Stock	833	$28.435	D
Employee Stk Option-Right to Buy	10/14/2004	10/30/2010	Common Stock	623	$26.25	D
Employee Stk Option-Right to Buy	10/14/2004	02/06/2011	Common Stock	420	$26.25	D
Employee Stk Option-Right to Buy	10/14/2004	02/06/2011	Common Stock	168	$26.25	D
Employee Stk Option-Right to Buy	10/14/2004	02/05/2012	Common Stock	731	$26.25	D
Dividend Equivalent-Right to Receive	⁽⁵⁾	⁽⁵⁾	Common Stock	114.209	⁽⁶⁾	D

Explanation of Responses:

1. Includes 1,850 Restricted Stock Units granted 2/12/03, 1,000 granted 9/1/03 and 1,200 granted 4/14/04 that are subject to forfeiture if certain events occur.

2. The option vests in four equal annual installments, with the first installment vesting on 10/30/2001.

3. The option vests 33-1/3% on the first, second and third anniversaries of the grant date, with the first installment vesting on 2/5/2003.

4. Provided the reporting person is employed by the Issuer on the third, fourth and fifth anniversaries of the 2/5/2002 Grant Date, he is entitled to receive one share of common stock without payment for each incentive stock unit.

5. The Rights become exercisable for shares of common stock proportionally with incentive stock units to which they relate. The actual receipt of the shares is based on conditions being met.

6. 1 for 1

Remarks:

	Patrick Dempsey	11/03/2004
	** 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 5 (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.