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):  July 28, 1999

                                   Barnes Group Inc.
                                   -----------------
                 (Exact name of registrant as specified in its charter)

           Delaware                      1-04801                 06-0247840
           -----------------------------------------------------------------
       (State or other jurisdiction   (Commission             (IRS Employer
          of incorporation)           File Number)       Identification No.)

            123 Main Street           Bristol, CT                 06010
            -----------------------------------------------------------
              (Address of principal executive offices)       (Zip Code)

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

                                         N/A
                                  ------------------
           (Former name or former address, if changed since last report)




                                      -2-

     Item 5.  OTHER INFORMATION.

           On July 28, 1999, Barnes Group Inc. issued a press release.
       A copy is attached hereto as Exhibit 99.1 and is incorporated herein
       by reference.

     Item 7. EXHIBITS.

           The following Exhibits are filed as part of this Report:

       Exhibit 99.1   Press Release issued July 28, 1999.



                                      -3-

                                  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:  August 9, 1999                       BARNES GROUP INC.

                                            By: /s/ Signe S. Gates
                                                ------------------
                                                Signe S. Gates
                                                Senior Vice President,
                                                General Counsel & Secretary

EX-99

                                                             Exhibit 99.1


FOR IMMEDIATE RELEASE                       Contact:  Robert D. Lipira or
   July 28, 1999                                      Stephen J. McKelvey
                                                      Corporate Communications
                                                      (860) 583-7070

      BARNES GROUP INC. AGREES TO ACQUIRE NITROGEN GAS SPRINGS
      --------------------------------------------------------
                  BUSINESS FROM ALLEGHENY TELEDYNE
                  --------------------------------

BRISTOL, Connecticut, July 28, 1999 -- Barnes Group Inc. (NYSE: B), announced
today that it has signed a definitive agreement to acquire the nitrogen
gas springs business of Teledyne Fluid Systems, an Allegheny Teledyne
Incorporated company (NYSE: ALT), for the Associated Spring business unit
of Barnes Group Inc.  Terms of the acquisition were not disclosed.

Subject to regulatory review, the acquisition is expected to close during
the third quarter.

Barnes Group Inc. (http://www.barnesgroupinc.com), is a diversified
international manufacturer and distributor, serving a wide range of
industrial markets with precision metal parts and industrial supplies.
Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group Inc.
consists of three separate business units employing 3,847 people at 42
locations worldwide.

This release may contain certain forward-looking statements including those
that discuss strategies, goals, outlook or other non-historical matters,
or projected revenues, income, returns or other financial measures.  These
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those contained in the
statements, including the following:  changes in market demand for the
types of products and services produced and sold by Barnes Group, changes
in worldwide economic and political conditions, interest and foreign
exchange rate fluctuations, regulatory changes, and technological changes
including Y2K issues.