Edgar Filing: GOODRICH PHILIP A

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 ^*

GOODRICH PHILIP A

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)
Sr. VP, Corporate Development

(Last)

(First)

(Middle)

BARNES GROUP INC., 123 MAIN STREET

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

(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	08/08/2005		M		581	A	$ 24.87	0	D
Common Stock	08/08/2005		F		466	D	$ 35.15	0	D
Common Stock	08/08/2005		M		922	A	$ 24.87	0	D
Common Stock	08/08/2005		F		738	D	$ 35.15	0	D
Common Stock	08/08/2005		M		6,314	A	$ 26.15	0	D
Common Stock	08/08/2005		F		5,207	D	$ 35.15	82,872 ⁽¹⁾	D
Common Stock								0.287	I	By Company's Employee Stock Purchase Plan
Common Stock								4,303.523	I	By Company's 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stk Option-Right to Buy

$ 24.87

08/08/2005

581

⁽²⁾

02/06/2011

Common Stock

581

⁽³⁾

Employee Stk Option-Right to Buy

$ 35.15

08/08/2005

466

08/08/2005

02/06/2011

Common Stock

466

⁽³⁾

466

Employee Stk Option-Right to Buy

$ 24.87

08/08/2005

922

⁽²⁾

02/10/2010

Common Stock

922

⁽³⁾

Employee Stk Option-Right to Buy

$ 35.15

08/08/2005

738

08/08/2005

02/10/2010

Common Stock

738

⁽³⁾

738

Employee Stk Option-Right to Buy

$ 26.15

08/08/2005

6,314

⁽⁴⁾

02/05/2012

Common Stock

6,314

⁽³⁾

1,519

Employee Stk Option-Right to Buy

$ 35.15

08/08/2005

5,207

08/08/2005

02/05/2012

Common Stock

5,207

⁽³⁾

5,207

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOODRICH PHILIP A BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06011-0489			Sr. VP, Corporate Development

Signatures

Signe S. Gates, pursuant to a Power of Atty		08/09/2005
^**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)	Includes 20,000 Restricted Stock Units granted 2/12/03, 11,000 granted 4/14/04 and 6,000 Restricted Stock Units and 6,000 Performance Share Awards granted 2/16/05 that are subject to forfeiture if certain events occur.
(2)	The options vest 100% immediately on 5/20/02.
(3)	1 for 1.
(4)	The options vest 100% immediately on 11/24/04.

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