Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CARPENTER EDMUND M
  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)
President & CEO
(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004
(Street)

BRISTOL, CT 06011-0489
4. If Amendment, Date Original Filed(Month/Day/Year)
11/22/2004
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 11/19/2004   M   20,143 A $ 24.41 0 D  
Common Stock 11/19/2004   F   19,405 D $ 25.79 0 D  
Common Stock 11/19/2004   M   4,194 A $ 24.41 0 D  
Common Stock 11/19/2004   F   4,041 D $ 25.79 0 D  
Common Stock 11/19/2004   M   48,153 A $ 24.79 0 D  
Common Stock 11/19/2004   F   46,874 D $ 25.79 439,849 (1) D  
Common Stock               5,028.9828 I By Employee Stk Purchase Plan
Common Stock               5,098.196 I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 $ 24.41 11/19/2004   M     20,143   (2) 02/06/2011 Common Stock 20,143 (4) 0 D  
Employee Stk Option-Right to Buy $ 25.79 11/19/2004   A   19,405   11/19/2004 02/06/2011 Common Stock 19,405 (4) 19,405 D  
Employee Stk Option-Right to Buy $ 24.41 11/19/2004   M     4,194   (2) 02/19/2009 Common Stock 4,194 (4) 0 D  
Employee Stk Option-Right to Buy $ 25.79 11/19/2004   A   4,041   11/19/2004 02/19/2009 Common Stock 4,041 (4) 4,041 D  
Employee Stk Option-Right to Buy $ 24.79 11/19/2004   M     48,153   (3) 02/06/2011 Common Stock 48,153 (4) 11,694 D  
Employee Stk Option-Right to Buy $ 25.79 11/19/2004   A   46,874   11/19/2004 02/06/2011 Common Stock 46,874 (4) 46,874 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CARPENTER EDMUND M
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06011-0489
      President & CEO  

Signatures

 Signe S. Gates, pursuant to a Power of Atty   12/10/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 45,000 Restricted Stock Units and 45,000 Performance-Based Restricted Stock Units granted 2/12/2003 and 24,000 Performance Share Units and 25,000 Performance-Based Restricted Stock Units granted 4/14/2004 that are subject to forfeiture if certain events occur.
(2) The options vest 100% immediately on 5/13/2002.
(3) The options vest 100% immediately on 8/25/2003.
(4) 1 for 1.

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