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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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

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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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