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 *
ACKER MARIAN
  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)
VP, Controller
(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2015
(Street)

BRISTOL, CT 06010
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)
Code V Amount (A) or (D) Price
Common Stock 02/11/2015   A(1)   1,000 A $ 0 47,448.1458 (3) D  
Common Stock 02/11/2015   A(2)   1,700 A $ 0 49,148.1458 (3) D  
Common Stock               3.351 I By Company's Employee Stock Purchase Plan
Common Stock               3.675 I By Company's 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
Stock Option-Right to Buy $ 36.31 02/11/2015   A   2,900     (4) 02/11/2025 Common Stock 2,900 (5) 2,900 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ACKER MARIAN
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06010
      VP, Controller  

Signatures

 Monique B. Marchetti, pursuant to a Power of Attorney   02/13/2015
**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 has received 1000 Restricted Stock Units that are subject to forfeiture if certain events occur.
(2) Reporting Person has received 1700 Performance Share Awards that are subject to forfeiture if certain events occur.
(3) Includes balances of 699 Restricted Stock Units granted 2/9/2011, 499 granted 2/8/2012, 1133 granted 2/12/2013, 2650 granted 5/2/2013, 1000 granted 2/12/2014 and 800 granted 2/12/2014, and 2500 Performance Share Awards granted 2/8/2012, 2900 granted 2/12/2013, 1700 granted 2/12/2014 and 1300 granted 2/12/2014, that are subject to forfeiture if certain events occur.
(4) The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the grant date.
(5) 1 for 1.

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