X0202 4 2006-02-06 0000009984 BARNES GROUP INC B 0001195682 CARPENTER EDMUND M BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06011-0489 1 1 0 0 President & CEO Common Stock 2006-02-06 4 A 0 31601 37.385 A 680377 D Common Stock 5385.6203 I By Company's Employee Stock Purchase Plan Common Stock 6053.965 I By Company's 401(k) Plan Settlement of Restricted Stock Units and Dividend Equivalents through conversion into Common Stock. Includes 45,000 Restricted Stock Units and a balance of 25,000 Performance Share Units granted 2/12/03, 25,000 Restricted Stock Units and a balance of 19,000 Performance Share Units granted 4/14/04, and 32,000 Restricted Stock Units and 58,000 Performance Share Awards granted 3/7/05 that are subject to forfeiture if certain events occur. Signe S. Gates, pursuant to a Power of Attorney 2006-02-08