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*
CARPENTER EDMUND M
(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)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2004
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 02/25/2004 M 83,333 A $18.21 0 D
Common Stock 02/25/2004 F 65,457 D $26.505 0 D
Common Stock 02/25/2004 M 33,334 A $19.12 0 D
Common Stock 02/25/2004 F 26,968 D $26.505 0 D
Common Stock 02/25/2004 M 24,310 A $20.2 0 D
Common Stock 02/25/2004 F 20,347 D $26.505 0 D
Common Stock 02/25/2004 M 13,252 A $20.46 0 D
Common Stock 02/25/2004 F 11,181 D $26.505 0 D
Common Stock 02/25/2004 M 13,365 A $20.46 0 D
Common Stock 02/25/2004 F 11,276 D $26.505 0 D
Common Stock 02/25/2004 M 2,923 A $20.85 0 D
Common Stock 02/25/2004 F 2,497 D $26.505 403,640(1) D
Common Stock 5,099.6674 I By Employee Stk Purchase Plan
Common Stock 4,512.954 I By 401(k) Plan
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 $18.21 02/25/2004 M 83,333 02/06/2002(2) 02/06/2011 Common Stock 83,333 (3) 0 D
Employee Stk Option-Right to Buy $26.505 02/25/2004 A 65,457 02/25/2004 02/06/2011 Common Stock 65,457 (3) 65,457 D
Employee Stk Option-Right to Buy $19.12 02/25/2004 M 33,334 02/13/2004(4) 02/13/2013 Common Stock 33,334 (3) 0 D
Employee Stk Option-Right to Buy $26.505 02/25/2004 A 26,968 02/25/2004 02/13/2013 Common Stock 26,968 (3) 26,968 D
Employee Stk Option-Right to Buy $20.2 02/25/2004 M 24,310 11/12/2001(5) 02/10/2010 Common Stock 24,310 (3) 0 D
Employee Stk Option-Right to Buy $26.505 02/25/2004 A 20,347 02/25/2004 02/10/2010 Common Stock 20,347 (3) 20,347 D
Employee Stk Option-Right to Buy $20.46 02/25/2004 M 13,252 05/11/2001(6) 02/10/2010 Common Stock 13,252 (3) 0 D
Employee Stk Option-Right to Buy $26.505 02/25/2004 A 11,181 02/25/2004 02/10/2010 Common Stock 11,181 (3) 11,181 D
Employee Stk Option-Right to Buy $20.46 02/25/2004 M 13,365 05/11/2001(6) 02/19/2009 Common Stock 13,365 (3) 0 D
Employee Stk Option-Right to Buy $26.505 02/25/2004 A 11,276 02/25/2004 02/19/2009 Common Stock 11,276 (3) 11,276 D
Employee Stk Option-Right to Buy $20.85 02/25/2004 M 2,923 05/19/2003(7) 02/10/2010 Common Stock 2,923 (3) 21,376 D
Employee Stk Option-Right to Buy $26.505 02/25/2004 A 2,497 02/25/2004 02/10/2010 Common Stock 2,497 (3) 2,497 D
Explanation of Responses:
1. Includes 45,000 Restricted Stock Units and 45,000 Performance-Based Restricted Stock Units granted 2/12/2003 and 24,000 Performance Share Units and 25,000 Performance-Based Restricted Stock Units granted 2/11/2004 that are subject to forfeiture if certain events occur.
2. The options vest in three equal annual installments with the first installment vesting on 2/6/2002.
3. Security converts to common stock on a one for one basis.
4. The options vest at 33-1/3% on the first, third and fifth anniversaries of the grant with the first installment vesting on 2/13/2004.
5. The options vest 100% immediately on 11/12/2001.
6. The options vest 100% immediately on 5/11/2001.
7. The options vest 100% immediately on 5/19/2003.
Remarks:
Signe S. Gates, pursuant to a Power of Atty 02/26/2004
** 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 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.
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