8-K

 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 4, 1994 

                             BARNES GROUP INC.
               --------------------------------------------------              
               (Exact Name of Registrant as Specified in Charter)

                                  DELAWARE
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                 (State or Other Jurisdiction of Incorporation)

               1-4801                           06-0247840
           ---------------        -----------------------------------
      (Commission File Number)    (I.R.S. Employer Identification No.)

               123 Main Street, Bristol, Connecticut  06010
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             (Address of Principal Executive Offices) (Zip Code)

                               (203) 583-7070
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              (Registrant's Telephone Number, Including Area Code)

       _________________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report)


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ITEM 4.  Changes in Registrant's Certifying Accountant.

1.   The Audit Committee of the Board of Directors of Barnes Group Inc. met in
     the fourth quarter of 1993 to consider the selection of independent
     auditors for 1994.  The Audit Committee, upon the recommendation of
     management, recommended to the Board of Directors that Price Waterhouse be
     selected as the Company's independent auditors for 1994.  At a meeting held
     on December 15, 1993, the Board of Directors accepted the recommendation of
     the Audit Committee and proposed that the stockholders approve the
     selection of Price Waterhouse as the Company's independent auditors for
     1994.

2.   If the stockholders of Barnes Group Inc. approve the selection of Price
     Waterhouse as the Company's independent auditors for 1994 at the Annual
     Meeting of Stockholders to be held on April 6, 1994, Ernst & Young will be
     dismissed as independent auditors for Barnes Group Inc. on April 6, 1994.

3.   The reports of Ernst & Young dated January 26, 1993 and January 28, 1994
     for the fiscal years ended December 31, 1992 and December 31, 1993
     contained no adverse opinion, disclaimer of opinion, or qualification or
     modification as to uncertainty, audit scope or accounting principles,
     except that the reports reflected that the Company adopted effective
     January 1, 1992 Financial Accounting Standards 109, 106, and 112 relating
     to income taxes and certain post-retirement and post-employment benefits. 
     Ernst & Young agreed with the adoption of these accounting standards.  With
     respect to the fiscal years ended December 31, 1992 and December 31, 1993,
     there were no disagreements between the Company and Ernst & Young on any
     matter of accounting principles or practices, financial statement
     disclosure or auditing scope or procedure which if not resolved to the
     satisfaction of Ernst & Young would have caused it to make reference to the
     matter in its report.  No reportable event described in paragraph (a)(1)(v)
     of Item 304 of Regulation S-K has occurred during the Company's fiscal
     years ended December 31, 1992 and December 31, 1993.

4.   The Company did not consult with Price Waterhouse during the fiscal years
     ended December 31, 1992 and December 31, 1993 on any matter which was the
     subject of any disagreement or any reportable event or on the application
     of accounting principles to a specified transaction, either completed or
     proposed.

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5.   The Company has requested Ernst & Young to furnish it a letter addressed to
     the Commission stating whether it agrees with the above statements.  A copy
     of that letter, dated March 4, 1994, is filed as Exhibit 16 to this
     Form 8-K

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned hereunto duly authorized.

                                      BARNES GROUP INC.
                                      -----------------
                                          (Registrant)    

Date:  March 4, 1994        By: John E. Besser
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                              Title:    Senior Vice President,   
                                        Finance & Law            

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EX-16

               [LETTER TYPED ON ERNST & YOUNG LETTERHEAD]

ERNST & YOUNG           Goodwin Square                Phone: 203 247 3100
                        225 Asylum Street
                        Hartford, Connecticut 06103




Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549


We have read Item 4 of Form 8-K dated March 4, 1994, of Barnes Group Inc. 
and are in agreement with the statements contained in paragraphs 1, 2, 3 
and 5 on pages 2 and 3 therein.  We have no basis to agree or disagree with 
paragraph 4 on page 2 therein.  


                                        [SIGNATURE]
                                       Ernst & Young