X0201 42003-12-09 0000009984 BARNES GROUP INC B 0001196439 GOODRICH PHILIP A BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06011-0489 0100Sr. VP, Corporate DevelopmentCommon Stock53057DCommon Stock503.7375IBy Company's Employee Stock Purchase PlanCommon Stock2970.168IBy Company's 401(k) PlanDividend Equivalent (Right to Receive)2003-12-094A0147.1473ACommon Stock147.14731984.9993DIncludes 20,000 Restricted Stock Units that are subject to forfeiture if certain events occur.1 for 1The 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.Nancy M. Clark, pursuant to a Power of Atty2003-12-10