EXHIBIT 10.3

                                BARNES GROUP INC.

                      RETIREMENT BENEFIT EQUALIZATION PLAN

1.   Purpose

     The purpose of the Retirement Benefit Equalization Plan (the
"Equalization Plan") is to equalize the benefits for those participants in the
Barnes Group Inc. Salaried Retirement Income Plan (the "Pension Plan") whose
benefits are limited by statute, including Section 415 of the Internal Revenue
Code of 1986 as amended from time to time (the "Code").

2.   Participants

     "Participant" shall mean any employee of Barnes Group Inc. (the
"Company") who is a participant in the Pension Plan whose benefits under the
Pension Plan are limited by statute, including Section 415 of the Code, and who
are not receiving benefits under the Company's Supplemental Senior Officer
Retirement Plan.

3.   Benefits

3.1  Barnes Group Inc. will pay to any Participant the difference between the
     benefits paid under the Pension Plan and what the Participant would have
     received but for the limitations set forth in section 6.8 (or any successor
     thereto) of the Pension Plan.

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3.2  Benefits payable hereunder will be paid at the same time and in the same
     manner as benefits paid pursuant to the Pension Plan.

4.   Administration

     The Benefits Committee which administers the Pension Plan shall administer
the Equalization Plan, and it shall have the same powers relating to the
Equalization Plan as it does with respect to the Pension Plan.

5.   General

5.1  The Equalization Plan may be amended or terminated at any time by the Board
     of Directors of the Company, except that no such amendment or termination
     shall adversely affect the benefits payable to any person who has begun to
     receive benefits hereunder.

5.2  Benefits payable hereunder shall not be funded and shall be paid out of the
     general assets of the Company.

5.3  The Equalization Plan shall be construed, administered and enforced
     according to the laws of the State of Connecticut.

As amended April 3, 1996

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