X0201 4 2004-02-13 0000009984 BARNES GROUP INC B 0001195682 CARPENTER EDMUND M BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06011-0489 0 1 0 0 President & CEO Common Stock 2004-02-13 4 A 0 13798 28.55 A 360718 D Common Stock 2004-02-13 4 A 0 10131 28.55 A 370849 D Common Stock 5099.6674 I By Company's Employee Stock Purchase Plan Common Stock 4512.954 I By Company's 401(k) Plan Dividend Equivalents (Right to Buy) 2004-02-13 4 A 0 459.0152 A Common Stock 459.0152 8799.7435 D Settlement of Incentive Stock Units and Dividend Equivalents through conversion into Common Stock from 12/8/1998 Grant. Settlement of Incentive Stock Units and Dividend Equivalents through conversion into Common Stock from 2/5/2002 Grant. Includes 45,000 Performance Accelerated Restricted Stock Units and 45,000 Performance Share Units granted 2/12/03 that are subject to forfeiture if certain events occur. 1 for 1. Based on quarterly dividend payment dates during 2003 which were credited on 2/13/2004 in accordance with performance goals being met re: 12/8/1998 grant and 2/5/2002 grant. The rights become exercisable for shares of common stock proportionately with the incentive stock units to which they relate. The actual receipt of the shares is based on conditions being met. Signe S. Gates, pursuant to a Power of Atty 2004-02-17