Edgar Filing: BARNES GROUP INC

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARNES THOMAS O

2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [B]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

BARNES GROUP INC., 123 MAIN STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2005

(Street)

BRISTOL, CT 06011-0489

4. If Amendment, Date 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

(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)
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	04/29/2005		G	V	3,200	D	$ 0 ⁽³⁾	305,677 ⁽¹⁾	I	Trust #CF-2078
Common Stock	05/05/2005		G	V	400	A	$ 0 ⁽³⁾	152,078 ⁽²⁾	D
Common Stock	05/24/2005		G	V	400	D	$ 0	151,678 ⁽²⁾	D
Common Stock								994.9003 ⁽¹⁾	I	By my wife
Common Stock								12,659.3085 ⁽¹⁾	I	As Custodian for my Son
Common Stock								2,527.7716	I	By Employee Stock Purchase Plan
Common Stock								9,840.027	I	By 401(k) Plan
Common Stock								19,678 ⁽¹⁾	I	Trust #42-01-100-8546568
Common Stock	08/12/2005		J⁽⁴⁾		243,770	A	$ 0	243,770 ⁽¹⁾	I	Trust #42-01-100-8550719
Common Stock	08/12/2005		J⁽⁴⁾		209,384	A	$ 0	209,384 ⁽⁴⁾	I	Trust #42-01-100-8546559
Common Stock	08/12/2005		J⁽⁴⁾		38,235	A	$ 0	38,235 ⁽⁴⁾	I	Trust #42-01-100-8550714
Common Stock	08/12/2005		J⁽⁴⁾		80,826	A	$ 0	80,826 ⁽⁴⁾	I	Trust #42-01-100-8550720
Common Stock	08/12/2005		J⁽⁴⁾		207,378	A	$ 0	207,378 ⁽⁴⁾	I	Trust #42-01-100-8546558
Common Stock	08/12/2005		J⁽⁴⁾		42,216	A	$ 0	42,216 ⁽⁴⁾	I	Trust #42-01-100-8550713

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARNES THOMAS O BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06011-0489	X

Signatures

Thomas O. Barnes		08/13/2005
^**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)	Reporting Person hereby disclaims beneficial ownership of shares held by his Wife, his Son and the Trusts except to the extent of his pecuniary interest.
(2)	Includes 2,000 shares of Restricted Stock Units granted 2/13/2003, 1,550 granted on 4/14/2004 and 2,000 granted 2/17/2005 that are subject to forfeiture if certain events occur.
(3)	Gift from H. F. Barnes Trust No. CF2078 of 400 shares to each of 8 recipients including reporting person for total of 3,200 shares.
(4)	On August 12, 2005, Reporting Person acquired without consideration a pecuniary interest in the trusts by virtue of becoming a co-trustee with a beneficial interest in the securities held by trusts.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.