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): October 18, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01

Regulation FD Disclosure. On October 18, 2004, Barnes Group Inc. issued a press release announcing the third quarter financial results of operations for the period ending September 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.

Item 9.01

Financial Statements and Exhibits. Exhibit 99.1: Press Release issued October 18, 2004, announcing the third quarter financial results of operations for the period ending September 30, 2004.

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:  October 18, 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 October 18, 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
      October 18, 2004 Investors/Media:
Stephen J. McKelvey
(860) 973-2132

BARNES GROUP ANNOUNCES THIRD
QUARTER FINANCIAL RESULTS

     - Net sales for the third quarter rise 10 percent to a record $244 million
     - Barnes Aerospace books record orders, backlog climbs to $175 million.

          Bristol, Connecticut, October 18, 2004---Barnes Group Inc. (NYSE: B) today announced financial results for the quarter ended September 30, 2004. Net sales for the quarter were $243.9 million, up 9.8 percent from $222.2 million in the third quarter of 2003. Net income increased to $9.2 million, or $0.39 per diluted share in the third quarter of 2004, compared to $9.0 million, or $0.38 per diluted share in the year-ago period.

          "This was a record third quarter for sales. Barnes Aerospace continues to outperform, benefiting from quick action taken following the 2002 market downturn and from our recent Revenue Sharing Program (RSP) investments. We are making continued progress in addressing the raw material cost and capacity issues at Associated Spring and customer service levels at Barnes Distribution, and we remain focused on fully resolving these matters as we move forward," said Edmund M. Carpenter, Barnes Group Inc.'s President and CEO.

          Sales at Barnes Aerospace were $51.7 million for the third quarter of 2004, up 31 percent from $39.4 million in the third quarter of 2003, reflecting solid growth in both OEM and aftermarket sales, including $2.7 million in new sales from the RSPs. Operating profit increased to $5.4 million for the quarter, more than doubling the $2.0 million in the comparable year-ago period. Operating profit was positively impacted by the profit contribution from the sharply higher sales volume and the impact of the RSPs.

          Barnes Aerospace generated record orders of $73.1 million during the quarter ended September 30, 2004, up 41 percent from orders of $51.7 million generated in the third quarter of 2003 and the highest quarterly orders recorded in Barnes Aerospace's history. Order backlog reached a record $174.9 million at September 30, 2004, up 17 percent from $149.3 million at September 30, 2003. Military orders comprised approximately 15 percent of the total orders received in the most recent quarter, and Barnes Aerospace also received $21.6 million in orders related to a major engine program.

          "The team at Aerospace has made outstanding progress on the recovery of their business in the post-9/11 environment, driving record results in every key financial measure," Carpenter stated. "On the strength of our RSP investments, and the potential for a recovery in the underlying aerospace OEM market beginning in 2005, we're optimistic about the growth potential for Barnes Aerospace over the medium term," Carpenter added.

          Sales at Barnes Distribution were $107.0 million for the quarter ended September 30, 2004, up three
percent from $103.8 million in the quarter ended September 30, 2003. Sales from Barnes Distribution's

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strategic growth initiatives - newly-opened national accounts, e-commerce platforms and Tier 2 relationships with other industrial distributors - rose approximately 70 percent to $8.8 million in the most recent quarter.

          Barnes Distribution generated operating profit of $5.5 million in the third quarter of 2004, down from $7.4 million in the third quarter of 2003. The year-ago period included a gain of $1.3 million on the sale of a distribution center and severance costs of approximately $0.9 million. Operating profit in 2004 reflects approximately $1.2 million of additional expenditures made on strategic growth investments and approximately $0.7 million of costs to further improve customer service levels, primarily freight and overtime costs. Operating profit in 2004 was positively impacted by realization of incremental synergistic cost savings and lower integration costs compared to the year-ago period.

           "Sales, particularly those within our strategic initiatives, improved solidly from a year ago. We've made good progress since June in improving our customer service level to reach our target range. Fastener availability remains challenging, however, so there is some additional work to be done," Carpenter stated.

          Sales at Associated Spring were $88.3 million for the quarter ended September 30, 2004, up 8.8 percent from $81.1 million in the quarter ended September 30, 2003. The increase in sales was across most of Associated Spring's key market segments, particularly in industrial and heavy truck where sales in each grew approximately 30 percent. DE-STA-CO Manufacturing, which Barnes Group acquired on September 17, 2004, contributed approximately $1.3 million in sales to Associated Spring during the period. Sales of nitrogen gas springs were down slightly versus a year ago reflecting weaker tool and die market segments.

          Associated Spring's operating profit was $4.1 million for the third quarter of 2004, down from $4.9 million in the third quarter of 2003. Operating profit was negatively impacted by approximately $1.8 million related to increased raw material prices and unfavorable LIFO inventory adjustments. In addition, Associated Spring incurred $0.9 million of expenses to address operating issues and lean manufacturing initiatives. These factors were partially offset by the profit contribution from the higher sales volume.

          Carpenter commented, "We continue to enjoy growth in most of Associated Spring's key customer segments, continuing a trend that began in the first quarter of this year. The integration of DE-STA-CO into Associated Spring is off to a good start. While we have made progress with some of our customers regarding increased raw material costs, we have been unsuccessful in addressing these costs with the majority of our transportation customers. We are hopeful that discussions with our customers regarding 2005 raw material pricing and availability will lead to a mutually beneficial outcome."

          William C. Denninger, Barnes Group Inc.'s Chief Financial Officer, commented, "Our balance sheet remains very strong to support our growth in the near term. After spending $16.9 million this quarter to acquire DE-STA-CO Manufacturing, our debt to capital ratio is at 45%, remaining within our targeted range."

          For the first nine months of 2004, Barnes Group's net sales were $743.1 million, up 10.8 percent from $670.5 million in the same period a year ago. Net income was $30.1 million, or $1.26 per diluted share, for the nine months ended September 30, 2004, up 15.6 percent from $26.1 million, or $1.21 per diluted share, in the same period of 2003.

          Barnes Group will conduct a conference call with investors to discuss third quarter 2004 results on Monday, October 18, 2004 at 11:30 AM 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

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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, reed valves 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 5,900 dedicated employees at more than 50 locations worldwide contribute to Barnes Group Inc.'s success.

          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 activit ies 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							Nine months ended
	September 30,							September 30,
		2004			2003			2004			2003
Net sales	$	243,928		$	222,160		$	743,107		$	670,481
Cost of sales		159,972			143,651			486,330			432,193
Selling and administrative expenses		69,187			64,470			208,504			195,054
		229,159			208,121			694,834			627,247
Operating income		14,769			14,039			48,273			43,234
Operating margin		6.1	%		6.3	%		6.5	%		6.4	%
Other income		313			613			1,719			2,293
Interest expense		3,757			3,961			11,263			12,206
Other expenses		363			13			621			990
Income before income taxes		10,962			10,678			38,108			32,331
Income taxes		1,736			1,725			7,980			6,272
Net income	$	9,226		$	8,953		$	30,128		$	26,059
Per common share:
Net income:
Basic	$	.40		$	.40		$	1.31		$	1.24
Diluted		.39			.38			1.26			1.21
Dividends		.20			.20			.60			.60
Average common shares outstanding:
Basic		23,139,339			22,561,901			23,080,477			21,038,719
Diluted		23,779,636			23,257,839			23,842,586			21,531,951

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

	September 30,			September 30,
	2004			2003
Assets
Current assets
Cash and cash equivalents		$	33,696		$	63,253
Accounts receivable			146,880			128,282
Inventories			122,555			105,704
Deferred income taxes and prepaid expenses			34,799			28,826
Total current assets			337,930			326,065
Deferred income taxes			22,177			21,966
Property, plant and equipment			159,714			152,392
Goodwill			225,497			220,092
Other intangible assets, net			103,830			45,692
Other assets			59,310			54,246
		$	908,458		$	820,453
Liabilities and Stockholders' Equity
Current liabilities
Notes payable		$	3,500		$	20,000
Accounts payable			114,383			93,265
Accrued liabilities			75,185			81,860
Long-term debt - current			7,626			6,794
Total current liabilities			200,694			201,919
Long-term debt			270,361			216,229
Accrued retirement benefits			78,657			87,947
Other liabilities			15,212			12,263
Stockholders' equity			343,534			302,095
		$	908,458		$	820,453

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

	Three months ended September 30,									Nine months ended September 30,
			2004			2003		% Change				2004			2003		% Change
Net Sales
Barnes Distribution		$	106,960		$	103,820		3.0			$	320,597		$	302,321		6.0
Associated Spring			88,265			81,142		8.8				276,426			252,770		9.4
Barnes Aerospace			51,724			39,418		31.2				154,480			122,363		26.2
Intersegment sales			(3,021	)		(2,220	)	36.1				(8,396	)		(6,973	)	20.4
Total net sales		$	243,928		$	222,160		9.8			$	743,107		$	670,481		10.8
Operating profit
Barnes Distribution		$	5,483		$	7,405		(26.0	)		$	14,833		$	15,523		(4.4	)
Associated Spring			4,081			4,867		(16.1	)			19,146			21,633		(11.5	)
Barnes Aerospace			5,378			1,969		NM				15,179			7,302		NM
Total operating profit			14,942			14,241		4.9				49,158			44,458		10.6
Interest income			266			412		(35.4	)			816			1,068		(23.6	)
Interest expense			(3,757	)		(3,961	)	(5.2	)			(11,263	)		(12,206	)	(7.7	)
Other expense			(489	)		(14	)	NM				(603	)		(989	)	(39.1	)
Income before income taxes		$	10,962		$	10,678		2.7			$	38,108		$	32,331		17.9

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