Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Dempsey Patrick
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2004
3. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [B]
(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP-BGI, Pres. B. Aerospace
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BRISTOL, CT 06011-0489
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,370.4964
D (1)
 
Common Stock 2,181.7856
I
by Employee Stock Purchase Plan
Common Stock 3,040.008
I
by 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stk Option-Right to Buy   (2) 10/30/2010 Common Stock 1,250 $ 18.5 D  
Employee Stk Option-Right to Buy   (3) 02/05/2012 Common Stock 2,703 $ 23 D  
Incentive Stock Unit   (4) 02/05/2007 Common Stock 1,200 $ 0 D  
Employee Stk Option-Right to Buy 08/19/2003 02/06/2011 Common Stock 484 $ 24.73 D  
Employee Stk Option-Right to Buy 08/19/2003 10/30/2010 Common Stock 295 $ 24.73 D  
Employee Stk Option-Right to Buy 10/14/2003 10/30/2010 Common Stock 454 $ 28.42 D  
Employee Stk Option-Right to Buy 02/19/2004 02/06/2011 Common Stock 516 $ 27.245 D  
Employee Stk Option-Right to Buy 02/19/2004 10/30/2010 Common Stock 723 $ 27.245 D  
Employee Stk Option-Right to Buy 06/08/2004 10/30/2010 Common Stock 833 $ 28.435 D  
Employee Stk Option-Right to Buy 10/14/2004 10/30/2010 Common Stock 623 $ 26.25 D  
Employee Stk Option-Right to Buy 10/14/2004 02/06/2011 Common Stock 420 $ 26.25 D  
Employee Stk Option-Right to Buy 10/14/2004 02/06/2011 Common Stock 168 $ 26.25 D  
Employee Stk Option-Right to Buy 10/14/2004 02/05/2012 Common Stock 731 $ 26.25 D  
Dividend Equivalent-Right to Receive   (5)   (5) Common Stock 114.209 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dempsey Patrick
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06011-0489
      VP-BGI, Pres. B. Aerospace  

Signatures

Patrick Dempsey 11/03/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 1,850 Restricted Stock Units granted 2/12/03, 1,000 granted 9/1/03 and 1,200 granted 4/14/04 that are subject to forfeiture if certain events occur.
(2) The option vests in four equal annual installments, with the first installment vesting on 10/30/2001.
(3) The option vests 33-1/3% on the first, second and third anniversaries of the grant date, with the first installment vesting on 2/5/2003.
(4) Provided the reporting person is employed by the Issuer on the third, fourth and fifth anniversaries of the 2/5/2002 Grant Date, he is entitled to receive one share of common stock without payment for each incentive stock unit.
(5) The Rights become exercisable for shares of common stock proportionally with incentive stock units to which they relate. The actual receipt of the shares is based on conditions being met.
(6) 1 for 1

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