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^*

GOODRICH PHILIP A

(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, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2003

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	08/19/2003		M		3,746	A	$20.46	0	D
Common Stock	08/19/2003		F		3,304	D	$24.73	0	D
Common Stock	08/19/2003		M		340	A	$20.46	0	D
Common Stock	08/19/2003		F		301	D	$24.73	0	D
Common Stock	08/19/2003		M		748	A	$19.16	0	D
Common Stock	08/19/2003		F		633	D	$24.73	0	D
Common Stock	08/19/2003		M		2,765	A	$19.16	0	D
Common Stock	08/19/2003		F		2,339	D	$24.73	0	D
Common Stock	08/19/2003		M		3,182	A	$19.16	0	D
Common Stock	08/19/2003		F		2,692	D	$24.73	0	D
Common Stock	08/19/2003		M		410	A	$20.59	0	D
Common Stock	08/19/2003		F		364	D	$24.73	0	D
Common Stock	08/19/2003		M		5,263	A	$20.59	0	D
Common Stock	08/19/2003		F		4,660	D	$24.73	49,498⁽¹⁾	D
Common Stock								272.3724⁽²⁾	I	By Employee Stk Purchase Plan
Common Stock								2,846.998⁽³⁾	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)
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)	$20.46	08/19/2003		M			3,746	05/11/2001⁽⁴⁾	12/06/2009	Common Stock	3,746	⁽⁷⁾	0	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		3,304		08/19/2003	12/06/2009	Common Stock	3,304	⁽⁷⁾	3,304	D
Employee Stk Option (Right to Buy)	$20.46	08/19/2003		M			340	05/11/2001⁽⁴⁾	02/10/2010	Common Stock	340	⁽⁷⁾	0	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		301		08/19/2003	02/10/2010	Common Stock	301	⁽⁷⁾	301	D
Employee Stk Option (Right to Buy)	$19.16	08/19/2003		M			748	02/19/2003⁽⁵⁾	12/06/2009	Common Stock	748	⁽⁷⁾	0	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		633		08/19/2003	12/06/2009	Common Stock	633	⁽⁷⁾	633	D
Employee Stk Option (Right to Buy)	$19.16	08/19/2003		M			2,765	02/19/2003⁽⁵⁾	12/06/2009	Common Stock	2,765	⁽⁷⁾	0	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		2,339		08/19/2003	12/06/2009	Common Stock	2,339	⁽⁷⁾	2,339	D
Employee Stk Option (Right to Buy)	$19.16	08/19/2003		M			3,182	02/19/2003⁽⁵⁾	02/06/2011	Common Stock	3,182	⁽⁷⁾	0	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		2,692		08/19/2003	02/06/2011	Common Stock	2,692	⁽⁷⁾	2,692	D
Employee Stk Option (Right to Buy)	$20.59	08/19/2003		M			410	05/20/2003⁽⁶⁾	02/06/2011	Common Stock	410	⁽⁷⁾	7,630	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		364		08/19/2003	02/06/2011	Common Stock	364	⁽⁷⁾	364	D
Employee Stk Option (Right to Buy)	$20.59	08/19/2003		M			5,263	05/20/2003⁽⁶⁾	12/06/2009	Common Stock	5,263	⁽⁷⁾	0	D
Employee Stk Option (Right to Buy)	$24.73	08/19/2003		A		4,660		08/19/2003	12/06/2009	Common Stock	4,660	⁽⁷⁾	4,660	D

Explanation of Responses:

1. Includes 20,000 Restricted Stock Units that are subject to forfeiture if certain events occur.

2. Held in Company's Employee Stock Purchase Plan.

3. Held in Company's 401(k) Plan.

4. The options vest 100% immediately on 05/11/2001.

5. The options vest 100% immediately on 2/19/2003.

6. The options vest 100% immediately on 5/20/2003.

7. Security converts to common stock on a one for one basis.

Remarks:

	Signe S. Gates, pursuant to a Power of Atty	08/21/2003
	** 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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