8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): July 15, 2004

BARNES GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-04801	06-0247840
(Commission File Number)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06011-0489
(Address of principal executive offices)	(Zip Code)

(860) 583-7070
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

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Item 7.

Financial Statements and Exhibits. The following exhibit is furnished pursuant to Item 12: Exhibit 99.1: Press Release issued July 15, 2004, announcing the second quarter financial results of operations for the period ending June 30, 2004.

Item 12.

Results of Operations and Financial Condition. On July 15, 2004, Barnes Group Inc. issued a press release announcing the second quarter financial results of operations for the period ending June 30, 2004. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

        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.

Dated:  July 15, 2004	BARNES GROUP INC.
	(Registrant)
	By: /s/    WILLIAM C. DENNINGER
	William C. Denninger      Senior Vice President and      Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release, dated July 15, 2004

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EX-99

EXHIBIT 99.1            

Barnes Group Inc.
Executive Office
Bristol, CT 06010
Tel: (860) 583-7070

NEWS RELEASE

FOR IMMEDIATE RELEASE       July 15, 2004	Contact:     Investors:     Phillip J. Penn     (860) 973-2126
	Media:     Stephen J. McKelvey     (860) 973-2132

BARNES GROUP ANNOUNCES RECORD
SECOND QUARTER FINANCIAL RESULTS

     - Net sales rise 10 percent to $252 million, setting a new quarterly record.
     - Net income rises 16 percent to $11.3 million, highest ever for the second quarter.
     - Barnes Aerospace sales rise 31%, fourth RSP agreement completed.

          Bristol, Connecticut, July 15, 2004---Barnes Group Inc. (NYSE: B) today announced financial results for the quarter ended June 30, 2004. Net sales for the second quarter of 2004 were a record $252.0 million, up 10 percent from $229.6 million in the second quarter of 2003. Net income increased 16 percent to $11.3 million, or $0.47 per diluted share, in the second quarter of 2004, from $9.7 million, or $0.46 per diluted share, in the comparable year-ago period. Average diluted shares outstanding were 23.9 million in the quarter ended June 30, 2004, up 11 percent from 21.4 million in the year-ago period, primarily as a result of the follow-on equity offering completed in May, 2003.

          Barnes Group has generated record sales in each of the last two quarters, as we are benefiting from both our internal growth strategies and from the ongoing recovery in industrial activity. Operating margin in all three of our businesses improved from the first quarter, and we remain focused on improving profitability going forward," said Edmund M. Carpenter, Barnes Group Inc.'s President and C.E.O.

          Sales at Barnes Aerospace were $53.3 million for the second quarter of 2004, up 31 percent from $40.6 million in the second quarter of 2003, reflecting solid growth in both OEM and overhaul and repair sales, and approximately $2.0 million in sales from the Revenue Sharing Programs (RSPs). Operating profit was $5.4 million for the quarter ended June 30, 2004, more than double the $2.6 million in the comparable year-ago period. Operating profit was positively impacted by the sharply higher sales volume and the profit contribution from the RSPs.

          Barnes Aerospace generated orders of $53.8 million during the quarter ended June 30, 2004, up 86 percent from orders of $29.0 million generated in the second quarter of 2003. Order backlog was $153.4 million at June 30, 2004, up 13 percent from $136.2 million at June 30, 2003. Military orders were approximately 22 percent of the orders received in the second quarter of 2004, and Barnes Aerospace also received approximately $8.2 million in orders related to a major engine program.

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          "The team at Aerospace continues to generate solid top- and bottom-line results, as we set new quarterly records for sales and operating profit, even while the underlying commercial aircraft market has not grown," Carpenter stated. "I'm also pleased to announce that we executed a fourth RSP at the end of June, further expanding our opportunities in the spare parts marketplace. To date, we have committed $77.5 million in capital to our RSP investments, and expect to continue to generate healthy financial returns from these investments as we move forward," Carpenter added.

          Sales at Barnes Distribution were $107.1 million for the quarter ended June 30, 2004, up two percent from $104.7 million in the quarter ended June 30, 2003. Sales from Barnes Distribution's strategic growth initiatives - newly-opened national accounts, e-commerce platforms and Tier 2 relationships with other industrial distributors - climbed to $8.5 million in the second quarter, up from $4.8 million a year ago.

          Barnes Distribution generated operating profit of $5.1 million in the second quarter of 2004, up from $4.9 million in the second quarter of 2003. The improvement in operating profit was driven primarily by $1.8 million in incremental cost synergies from the integration of Kar Products, and to a lesser degree by the profit contribution from the increased sales volume. Offsetting most of these improvements were approximately $0.9 million in additional expenses to address customer service issues, predominantly expedited freight and overtime. Also negatively impacting profitability was a slight decline in gross margin, as well as distribution center integration costs of approximately $0.4 million.

          "We essentially completed the integration of Kar Products in May, within 15 months of the acquisition, creating an organization that is among the 20 largest industrial distributors in North America. With the integration behind them, the team at Barnes Distribution is redoubling their efforts to improve customer service and efficiency, and specifically to address vendor-related supply constraints for fasteners and other steel-related products. We are aggressively working with both current vendors and alternative suppliers to minimize the impact to our customers going forward," Carpenter stated.

          Sales at Associated Spring were $94.6 million for the quarter ended June 30, 2004, up nine percent from $86.6 million in the quarter ended June 30, 2003. The increase in sales reflected growth in all market segments, particularly in heavy truck and industrial products, where sales grew 27 percent and 19 percent, respectively.

          Associated Spring's operating profit was $7.7 million for the second quarter of 2004, down from $9.1 million in the second quarter of 2003. Operating profit was negatively impacted in the 2004 period primarily by increased raw materials prices, higher active and retiree medical expenses, severance costs and spending to address capacity issues in certain North American manufacturing facilities. These negatives, which had an incremental impact of approximately $3 million versus the 2003 period, were partially offset by the profit contribution from the increased sales volume.

          Carpenter commented, "This is the second consecutive quarter in which we've grown sales in all five of Associated Spring's key customer segments. We continue to work aggressively to increase profitability at Associated Spring, through lean initiatives, alternative raw materials suppliers and increasing our manufacturing capacity in low-cost environments. A significant challenge to our progress, however, is that steel prices have continued to rise from earlier in the year. At the same time, we have been unsuccessful in recovering raw material pricing adjustments from many of our customers, particularly in the transportation industry."

          William C. Denninger, Barnes Group Inc.'s Chief Financial Officer, commented, "We ended the quarter with approximately $39 million in cash, and used $12.5 million in cash on July 7 to meet one of our RSP payment obligations. All of the $45 million in RSP payments to date have been funded with cash held outside the United States. Thus, we have reinvested foreign cash into strategic investments, with attractive

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financial returns. During the second quarter, we also amended our revolving credit agreement, giving us additional borrowing capacity to finance future growth initiatives, at more favorable terms."

          For the first six months of 2004, Barnes Group's net sales were $499.2 million, up 11 percent from $448.3 million in the same period a year ago. Net income was $20.9 million, or $0.88 per diluted share, for the six months ended June 30, 2004, up 22 percent from $17.1 million, or $0.83 per diluted share, in the same period of 2003.

          Barnes Group will conduct a conference call with investors to discuss second quarter 2004 results on Thursday, July 15, 2004 at 12:00 PM ET. A webcast of the live call, supporting materials and an archived replay will be available on the Barnes Group investor relations website (http://ir.barnesgroupinc.com).

          Barnes Group Inc. (www.barnesgroupinc.com) is a diversified international manufacturer of precision metal components and assemblies and a distributor of industrial supplies, serving a wide range of markets and customers. Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group consists of three businesses with 2003 sales of $891 million: Associated Spring, one of the world's largest manufacturers of precision mechanical and nitrogen gas springs and a global supplier of retaining rings and injection-molded plastic components; Barnes Aerospace, a manufacturer and repairer of highly engineered assemblies and components for commercial and military aircraft engines, airframes, and land-based industrial gas turbines; and Barnes Distribution, an international, full-service distributor of maintenance, repair and operating supplies. Over 5,800 dedicated employees at more than 50 locations worldwide contribute to Barnes Group Inc.'s s uccess.

          This release may contain certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements. Investors are encouraged to consider these risks and uncertainties as described within the Company's periodic filings with the Securities and Exchange Commission, including the following: the ability of the Company to integrate newly acquired businesses and to realize acquisition synergies on schedule; changes in market demand for the types of products and services produced and sold by Barnes Group; the Company's success in identifying, and attracting customers in, new markets; the Company's ability to develop new and enhanced products to meet customers' needs timely; the effectiveness of the Company's marketing and sales programs; increased competitive activities that could adversely affect customer demand for the Company's products; the availability of raw materials at prices that allow the Company to make and sell competitive products; changes in economic, political and public health conditions, worldwide and in the locations where the Company does business; interest and foreign exchange rate fluctuations; and regulatory changes.

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BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Unaudited

	Three months ended							Six months ended
	June 30,							June 30,
		2004			2003			2004			2003
Net sales	$	251,951		$	229,587		$	499,179		$	448,321
Cost of sales		164,298			146,312			326,358			288,542
Selling and administrative expenses		69,906			67,290			139,317			130,584
		234,204			213,602			465,675			419,126
Operating income		17,747			15,985			33,504			29,195
Operating margin		7.0	%		7.0	%		6.7	%		6.5	%
Other income		708			1,067			1,406			1,680
Interest expense		3,704			4,135			7,506			8,245
Other expenses		128			699			258			977
Income before income taxes		14,623			12,218			27,146			21,653
Income taxes		3,364			2,471			6,244			4,547
Net income	$	11,259		$	9,747		$	20,902		$	17,106
Per common share:
Net income:
Basic	$	.49		$	.46		$	.91		$	.84
Diluted		.47			.46			.88			.83
Dividends		.20			.20			.40			.40
Average common shares outstanding:
Basic		23,125,859			20,989,236			23,050,722			20,264,504
Diluted		23,870,324			21,410,402			23,873,745			20,656,383

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BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited

	June 30,		June 30,
	2004		2003
Assets
Current assets
Cash and cash equivalents	$	39,170	$	51,071
Accounts receivable		141,507		128,569
Inventories		117,202		104,407
Deferred income taxes and prepaid expenses		32,777		27,710
Total current assets		330,656		311,757
Deferred income taxes		22,498		20,014
Property, plant and equipment		154,416		156,577
Goodwill		220,550		222,795
Other intangible assets, net		103,171		28,558
Other assets		58,296		56,278
	$	889,587	$	795,979
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	120,496	$	72,921
Accrued liabilities		66,213		75,069
Long-term debt - current		7,628		6,762
Total current liabilities		194,337		154,752
Long-term debt		253,162		245,513
Accrued retirement benefits		78,550		89,677
Other liabilities		27,178		10,933
Stockholders' equity		336,360		295,104
	$	889,587	$	795,979

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BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
Unaudited

	Three months ended June 30,								Six months ended June 30,
		2004			2003		% Change			2004			2003		% Change
Net Sales
Barnes Distribution	$	107,112		$	104,654		2.3		$	213,636		$	198,501		7.6
Associated Spring		94,625			86,563		9.3			188,160			171,628		9.6
Barnes Aerospace		53,263			40,616		31.1			102,756			82,945		23.9
Intersegment sales		(3,049	)		(2,246	)	(35.7	)		(5,373	)		(4,753	)	(13.1	)
Total net sales	$	251,951		$	229,587		9.7		$	499,179		$	448,321		11.3
Operating profit
Barnes Distribution	$	5,053		$	4,921		2.7		$	9,350		$	8,118		15.2
Associated Spring		7,655			9,142		(16.3	)		15,065			16,766		(10.1	)
Barnes Aerospace		5,358			2,627		NM			9,801			5,333		83.8
Total operating profit		18,066			16,690		8.2			34,216			30,217		13.2
Interest income		267			362		(26.2	)		552			657		(16.0	)
Interest expense		(3,704	)		(4,135	)	(10.4	)		(7,506	)		(8,245	)	(9.0	)
Other income (expense)		(6	)		(699	)	99.3			(116	)		(976	)	(88.1	)
Income before income taxes	$	14,623		$	12,218		19.7		$	27,146		$	21,653		25.4

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