SEC FORM 4

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^*

GATES SIGNE S

(Last)

(First)

(Middle)

BARNES GROUP INC.

123 MAIN STREET

(Street)

BRISTOL

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)
	Sr. VP, Gen. Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2008		M		13,803⁽¹⁾	A	$13.2975	0	D
Common Stock	05/15/2008		S		10,000⁽¹⁾	D	$31.3068	0	D
Common Stock	05/15/2008		S		3,803⁽¹⁾	D	$32.0005	0	D
Common Stock	05/15/2008		S		100⁽¹⁾	D	$31.08	0	D
Common Stock	05/15/2008		S		100⁽¹⁾	D	$31.2	0	D
Common Stock	05/15/2008		S		100⁽¹⁾	D	$31.24	0	D
Common Stock	05/15/2008		S		400⁽¹⁾	D	$31.28	0	D
Common Stock	05/15/2008		S		200⁽¹⁾	D	$31.31	0	D
Common Stock	05/15/2008		S		75⁽¹⁾	D	$31.81	0	D
Common Stock	05/15/2008		S		25⁽¹⁾	D	$31.83	0	D
Common Stock	05/15/2008		S		500⁽¹⁾	D	$32	110,107.4723⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stk Option-Right to Buy	$13.2975	05/15/2008		M			13,803	⁽³⁾	02/10/2010	Common Stock	13,803	⁽⁴⁾	8,195	D

Explanation of Responses:

1. Transaction is made in accordance with a 10b5-1 Plan.

2. Includes 11,000 restricted stock units from 4/14/04 grant, 8,000 from 2/16/2005 grant, 10,000 from 2/15/06 grant, 5,400 from 2/14/2007 grant, and 4,500 from 2/13/2008 grant and 1,600 performance share awards from 2/15/2006 grant, 3,600 from 2/14/2007 grant and 4,500 from 2/13/2008 grant, that are subject for forfeiture if certain events occur.

3. The options vested 100% immediately on 8/26/2004

4. 1 for 1.

Remarks:

	Signe S. Gates	05/16/2008
	** 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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