8-K

UNITED STATES

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): January 7, 2009

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Principal Officers: Election of Directors; Appointment of Principal Officers; Compensatory Arrangements for Certain Officers.

Appointment of Principal Financial Officer.

On January 7, 2009, the Board of Directors (“Board”) of Barnes Group Inc. (the "Company") elected Mr. Christopher J. Stephens, 44, to the position of Senior Vice President, Finance and Chief Financial Officer, effective January 12, 2009. Prior to Mr. Stephen’s joining the Company, he served as President of the Consumer Products Group of Honeywell International from 2007 to 2008 and as Vice President and Chief Financial Officer of Honeywell Transportation Systems Group, from 2003 to 2007. Prior to 2003 he held positions of increasing responsibility with the Boeing Company, Hughes Electronics, and Allied Signal.

Mr. Stephens received a sign-on bonus of $50,000 and will have an initial annual salary of $405,000. The sign-on bonus must be repaid if Mr. Stephens voluntarily leaves the Company within one year. He will receive an annual allowance of $20,000 for costs associated with car, car expenses, any club memberships, cell phones and PDAs. He will participate in the Company’s Performance-Linked Bonus Plan for Selected Executive Officers, with a target incentive for 2009 of 50% of salary and a maximum payout for 2009 of 150% of salary, based on corporate results (15% revenues and 85% earnings per share). At its next regular meeting the Compensation and Management Development Committee of the Board will consider recommendations for long-term equity incentive awards to be granted to Mr. Stephens.

In connection with his hiring, the Board of Directors also authorized a severance (change in control) agreement with Mr. Stephens on substantially the same terms generally entered into between the Company and its executive officers.

Mr. Stephens will participate in all other benefit plans and perquisites which the Company makes available to its senior executives from time to time, on a basis commensurate with his position, including retirement benefits to be provided under the Company’s Salaried Retirement Income Plan, the Retirement Benefits Equalization Plan, and the Defined Contribution Plan. Mr. Stephens will also participate in the Company’s Senior Executive Enhanced Life Insurance Program (the “SEELIP”). The Company shall pay the premiums on the SEELIP. The insurance policy shall be owned by Mr. Stephens and shall have a death benefit equal to four times his salary. The Company shall gross up Mr. Stephens for any income tax attributable to the premiums paid by the Company in accordance with the SEELIP.

Mr. Francis C. Boyle, Jr., who has been serving as the Acting Chief Financial Officer in addition to his role as Vice President, Controller, will continue with the Company as Vice President, Finance and Chief Accounting Officer.

Item 7.01. Regulation FD Disclosure.

On January 12, 2009, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the appointment of Mr. Stephens to the position of Senior Vice President, Finance and Chief Financial Officer of the Company.

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Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits:

99.1 Press release issued by the Company on January 12, 2009

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:  January 13, 2009	BARNES GROUP INC.
	(Registrant)
	By: /s/   Signe S. Gates
	Signe S. Gates Senior Vice President, General Counsel and Secretary

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Exhibits

99.1 Press release issued by the Company on January 12, 2009  

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EX-99.1

Barnes Group Inc.

123 Main Street

Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. APPOINTS CHRISTOPHER J. STEPHENS, JR.

SENIOR VICE PRESIDENT, FINANCE AND CFO

BRISTOL, Conn., January 12, 2009 — Barnes Group Inc. (NYSE: B), a leading international aerospace and industrial components manufacturer and logistical services company, today announced the appointment of Christopher J. Stephens, Jr. (44) to Senior Vice President, Finance and Chief Financial Officer, Barnes Group Inc.

“Chris brings to Barnes Group a proven track record that clearly demonstrates a deep understanding of the financial processes. Chris will play an integral role in creating business and financial metrics to further drive consistent and sustainable profitable growth. Chris’ knowledge of financial and operational management, mergers and acquisitions, financial planning and project management will provide valuable leadership to the organization. I look forward to working closely with Chris as a key member of the senior management team,” said Gregory F. Milzcik, President and Chief Executive Officer, Barnes Group Inc.

Francis C. Boyle, Jr., Vice President, Controller, who has served as Acting CFO, has been appointed Vice President, Finance and Chief Accounting Officer. “Frank’s efforts over the past few months have been greatly appreciated. His industry-leading expertise in accounting and financial strategy is a significant asset to the organization. His stewardship through these difficult economic times has allowed the Company to position itself for continued success and an easy transition for Chris,” said Milzcik.

Mr. Stephens has more than 20 years of experience with Fortune 500 companies, including Honeywell, The Boeing Company and Ingersoll-Rand. Most recently, Mr. Stephens served as President, Honeywell Consumer Products Group (CPG), an automotive products business with leading brands such as Prestone, FRAM, and Autolite. Prior to CPG, he was the Chief Financial Officer of Honeywell's Transportation Systems business. He also held senior leadership roles at businesses of The Boeing Company, including Chief Financial Officer of Boeing Satellite Systems.

Mr. Stephens received a B.S. in accounting from King’s College in Wilkes-Barre, Pennsylvania and an M.B.A. in corporate finance from Virginia Tech’s Pamplin School of Business. He is a certified public accountant. Mr. Stephens is also a member of the Advisory Council at Fairfield University’s Dolan School of Business.

Barnes Group Inc. (NYSE:B) is a diversified global manufacturer and logistical services company focused on providing precision component manufacturing and operating service support. Founded in 1857, the 5,700 dedicated employees at more than 70 locations worldwide are committed to achieving consistent and sustainable profitable growth. For more information, visit www.BGInc.com. Barnes Group, the Critical Components People.

Barnes Group Inc. \ 2

This release may contain certain forward-looking statements as defined in the Private Securities Litigation and Reform Act of 1995. Forward-looking statements are made based upon management’s good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; changes in raw material prices and availability; our dependence upon revenues and earnings from a small number of significant customers; uninsured claims; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Contact:

Brian D. Koppy – 860.973.2126

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