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): May 9, 2005

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. In connection with the Barnes Group Inc. May 2005 Investor Overview Presentation, the Company will present Free Cash Flow, which is a Non-GAAP financial measurement. The investor overview presentation will be available on the Barnes Group Inc. website at the Internet address: www.barnesgroupinc.com. A copy of the Non-GAAP Financial Measure Reconciliation 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: Non-GAAP Financial Measure Reconciliation.

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:  May 9, 2005	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	Non-GAAP Financial Measure Reconciliation
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EX-99

Exhibit 99.1

BARNES GROUP INC.
NON-GAAP FINANCIAL MEASURE RECONCILIATION
(Dollars in thousands)
Unaudited

Following is a reconciliation of free cash flow to the Company's reported change in cash and cash equivalents⁽¹⁾ :

	Years ended December 31,
	2004			2003			2002			2001		2000			1999
Cash and cash equivalents:
Beginning of the period	$	49,788		$	28,355		$	48,868		$	23,303	$	43,632		$	40,206
End of the period		36,335			49,788			28,355			48,868		23,303			43,632
Increase (decrease) in cash and cash     equivalents		(13,453	)		21,433			(20,513	)		25,565		(20,329	)		3,426
Add back (subtract):
Business acquisitions, net of cash		17,720			61,142			31,189			1,036		104,935			92,239
Revenue sharing program payments		32,000			17,500			---			---		---			---
Dividends paid		18,509			17,564			15,018			14,806		14,677			14,564
Common stock repurchases		3,498			206			1,147			8,798		9,197			22,351
Net proceeds from public equity     offerings		---			(42,212	)		---			---		---			---
Decrease (increase) in debt		(25,220	)		(20,869	)		15,939			5,752		(84,799	)		(94,249	)
Financing activities - other		1,504			1,917			752			584		---			---
Free cash flow	$	34,558		$	56,681		$	43,532		$	56,541	$	23,681		$	38,331

Footnote:

(1) Free cash flow ("FCF") is not a measurement in accordance with generally accepted accounting principles ("GAAP"). The Company defines FCF as the increase or decrease in cash and cash equivalents (cash available) before dividends, business acquisitions, revenue sharing program payments, common stock repurchases, net proceeds from public equity offerings, net changes in debt and other financing activities. The Company does not intend FCF to represent cash flows from operations as defined by GAAP, and the reader should not consider it as an alternative to net income, net cash provided by operating activities or any other items calculated in accordance with GAAP, or as an indicator of the Company's operating performance. The Company's definition of FCF may not be comparable with FCF as defined by other companies. The Company believes that FCF provides a relevant measure of liquidity and a useful basis for assessing the Company's ability to fund its activities, including the financing of acquisitions, revenue sharing programs, debt service, repurchases of the Company's stock and distribution of earnings to shareholders. Furthermore, FCF is commonly used by financial analysts and others in the industries in which the Company operates and, thus, provides useful information to investors. The Company's non-GAAP measure of FCF has limitations depending on its use.