EX-25 10 s-3exhibit25_1.htm EXHIBIT 25.1 Exhibit 25.1
FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|



THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
  13-5160382
(I.R.S. employer
identification no.)

10286
(Zip code)


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

Delaware
(State or other jurisdiction of
incorporation or organization)

123 Main Street
Bristol, Connecticut
(Address of principal executive offices)
  06-0247840
(I.R.S. employer
identification no.)

06010-0489
(Zip code)



Debt Securities
(Title of the indenture securities)


1. General information. Furnish the following information as to the Trustee:

  (a) Name and address of each examining or supervising authority to
which it is subject.

Name Address

  Superintendent of Banks of the State of New York


Federal Reserve Bank of New York


Federal Deposit Insurance Corporation

New York Clearing House Association

  2 Rector Street, New York, N.Y.
10006, and Albany, N.Y.  12203

33 Liberty Plaza, New York, N.Y.
10045

Washington, D.C.  20429

New York, New York  10005

  (b) Whether it is authorized to exercise corporate trust powers.

  Yes.
 
2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.


16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).



  1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed
with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No 33-31019.)

  6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

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  7. A copy of the latest report of condition of the Trustee published pursuant
to law or to the requirements of its supervising or examining authority.


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SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 24th day of March, 2003.





  THE BANK OF NEW YORK


By: /S/ VAN K. BROWN            
    Name:   VAN K. BROWN
Title:   VICE PRESIDENT

EXHIBIT 7


Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.



ASSETS
Dollar Amounts
In Thousands
Cash and balances due from depository
  institutions:
 Noninterest-bearing balances and currency
    and coin


$4,706,760
 Interest-bearing balances 4,418,381
Securities:
 Held-to-maturity securities

954,049
 Available-for-sale securities 16,118,007
Federal funds sold in domestic offices 460,981
Securities purchased under agreements to
 resell

837,242
Loans and lease financing receivables:
 Loans and leases held for sale

765,097
 Loans and leases, net of unearned
  income

31,906,960
 LESS: Allowance for loan and
  lease losses

798,223
 Loans and leases, net of unearned
  income and allowance

31,108,737
Trading Assets 6,969,387
Premises and fixed assets (including
 capitalized leases)

823,932
Other real estate owned 660
Investments in unconsolidated subsidiaries and
 associated companies

238,412
Customers' liability to this bank on
 acceptances outstanding

307,039
Intangible assets  
 Goodwill 2,003,150
 Other intangible assets 74,880
Other assets 5,161,558
    Total assets $74,948,272



LIABILITIES  
Deposits:  
 In domestic offices $33,108,526
 Noninterest-bearing 13,141,240
 Interest-bearing 19,967,286
 In foreign offices, Edge and Agreement
  subsidiaries, and IBFs

22,650,772
 Noninterest-bearing 203,426
 Interest-bearing 22,447,346
Federal funds purchased in domestic
 offices

513,773
Securities sold under agreements to
 repurchase

334,896
Trading liabilities 2,673,823
Other borrowed money:
 (includes mortgage indebtedness and
  obligations under capitalized leases)


644,395
Bank's liability on acceptances executed and
 outstanding

308,261
Subordinated notes and debentures 2,090,000
Other liabilities 5,584,456
Total liabilities $67,908,902

Minority interest in consolidated
subsidiaries

519,470


 
 
EQUITY CAPITAL  
Perpetual preferred stock and related
 surplus

0
Common stock 1,135,284
Surplus 1,056,295
Retained earnings 4,208,213
Accumulated other comprehensive income (120,108)
Other equity capital components 0
Total equity capital 6,519,900
Total liabilities minority interest and equity
  capital.
$74,948,272

        I,  Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

  Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi  
Gerald L. Hassell Directors
Alan R. Griffith