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*
WOLF IDELLE K
(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)
VP,BGI; COO, B. Distribution
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2004
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 08/27/2004 M 1,546 A $14.55 0 D
Common Stock 08/27/2004 F 1,072 D $26.37 0 D
Common Stock 08/27/2004 M 9,850 A $18.21 0 D
Common Stock 08/27/2004 F 7,761 D $26.37 0 D
Common Stock 08/27/2004 M 7,281 A $18.95 0 D
Common Stock 08/27/2004 F 5,878 D $26.37 0 D
Common Stock 08/27/2004 M 2,667 A $19.12 0 D
Common Stock 08/27/2004 F 2,165 D $26.37 0 D
Common Stock 08/27/2004 M 1,084 A $19.8 0 D
Common Stock 08/27/2004 F 899 D $26.37 0 D
Common Stock 08/27/2004 M 468 A $20.7 0 D
Common Stock 08/27/2004 F 400 D $26.37 0 D
Common Stock 08/27/2004 M 1,243 A $20.7 0 D
Common Stock 08/27/2004 F 1,061 D $26.37 35,235(1) D
Common Stock 5,257.6143 I By Employee Stk Purchase Plan
Common Stock 1,823.313 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 $14.55 08/27/2004 M 1,546 (2) 05/11/2010 Common Stock 1,546 (8) 0 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 1,072 08/27/2004 05/11/2010 Common Stock 1,072 (8) 1,072 D
Employee Stk Option-Right to Buy $18.21 08/27/2004 M 9,850 (3) 02/06/2011 Common Stock 9,850 (8) 0 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 7,761 08/27/2004 02/06/2011 Common Stock 7,761 (8) 7,761 D
Employee Stk Option-Right to Buy $18.95 08/27/2004 M 7,281 (4) 05/11/2010 Common Stock 7,281 (8) 0 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 5,878 08/27/2004 05/11/2010 Common Stock 5,878 (8) 5,878 D
Employee Stk Option-Right to Buy $19.12 08/27/2004 M 2,667 (5) 02/13/2013 Common Stock 2,667 (8) 0 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 2,165 08/27/2004 02/13/2013 Common Stock 2,165 (8) 2,165 D
Employee Stk Option-Right to Buy $19.8 08/27/2004 M 1,084 (6) 05/11/2010 Common Stock 1,084 (8) 0 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 899 08/27/2004 05/11/2010 Common Stock 899 (8) 899 D
Employee Stk Option-Right to Buy $20.7 08/27/2004 M 468 (7) 05/11/2010 Common Stock 468 (8) 0 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 400 08/27/2004 05/11/2010 Common Stock 400 (8) 400 D
Employee Stk Option-Right to Buy $20.7 08/27/2004 M 1,243 (7) 05/11/2010 Common Stock 1,243 (8) 4,252 D
Employee Stk Option-Right to Buy $26.37 08/27/2004 A 1,061 08/27/2004 05/11/2010 Common Stock 1,061 (8) 1,061 D
Explanation of Responses:
1. Includes 8,000 Restricted Stock Units granted 2/12/03 and 5,000 granted 4/14/04 that are subject to forfeiture if certain events occur.
2. The options vest in four equal annual installments with the first installment vesting on 5/11/2001.
3. The options vest in three equal installments with the first installment vesting on 2/6/02.
4. The options vest 100% immediately on 2/27/03.
5. The options vest 33.3% on the 1st, 3rd, and 5th anniversary of grant date with the first installment vesting on 2/13/04.
6. The options vest 100% immediately on 2/23/01.
7. The options vest 100% immediately on 8/26/02.
8. 1 for 1
Remarks:
Nancy M. Clark, pursuant to a Power of Atty. 08/31/2004
** 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.
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.