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) 11/04/2004 (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 1,240.557 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	Â
Employee Stk Option-Right to Buy	  (3)	02/05/2012	Common Stock	2,703	$ 23	D	Â
Incentive Stock Unit	  (4)	02/05/2007	Common Stock	1,200	$ 0	D	Â
Employee Stk Option-Right to Buy	08/19/2003	02/06/2011	Common Stock	484	$ 24.73	D	Â
Employee Stk Option-Right to Buy	08/19/2003	10/30/2010	Common Stock	295	$ 24.73	D	Â
Employee Stk Option-Right to Buy	10/14/2003	10/30/2010	Common Stock	454	$ 28.42	D	Â
Employee Stk Option-Right to Buy	02/19/2004	02/06/2011	Common Stock	516	$ 27.245	D	Â
Employee Stk Option-Right to Buy	02/19/2004	10/30/2010	Common Stock	723	$ 27.245	D	Â
Employee Stk Option-Right to Buy	06/08/2004	10/30/2010	Common Stock	833	$ 28.435	D	Â
Employee Stk Option-Right to Buy	10/14/2004	10/30/2010	Common Stock	623	$ 26.25	D	Â
Employee Stk Option-Right to Buy	10/14/2004	02/06/2011	Common Stock	420	$ 26.25	D	Â
Employee Stk Option-Right to Buy	10/14/2004	02/06/2011	Common Stock	168	$ 26.25	D	Â
Employee Stk Option-Right to Buy	10/14/2004	02/05/2012	Common Stock	731	$ 26.25	D	Â
Dividend Equivalent-Right to Receive	  (5)	  (5)	Common Stock	114.209	$ (6)	D	Â

Reporting Owners

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

Signatures

Signe S. Gates, pursuant to Power of Attorney		12/10/2004
**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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