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:  December 10, 1996

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

      DELAWARE                 1-4801              06-0247840
    (State or other       (Commission File     (I.R.S. Employer
    jurisdiction of        Number)             Identification
    incorporation)                             Number)

      123 Main St., Bristol, Connecticut                06011-0489
      (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)


      Item 5.  Other Events.

                On December 10, 1996, the Board of Directors of 
      Barnes Group Inc. (the "Company") approved the adoption of a
      new shareholder rights plan.  The Company adopted a rights
      plan in 1986, which expired earlier this year.  The new plan,
      like the one that expired, is intended to promote continuity
      and stability, deter coercive or partial offers which will
      not provide fair value to all shareholders, and enhance the
      Board's ability to represent all shareholders and thereby
      maximize shareholder values.

                Pursuant to the Rights Agreement entered into
      between the Company and ChaseMellon Shareholder Services,
      L.L.C., as Rights Agent (the "New Rights Agreement"), one
      right ("Right") will be issued for each share of common
      stock, par value $1.00 per share, of the Company outstanding
      as of the close of business on December 23, 1996.  Each of
      the new Rights will entitle the registered holder to purchase
      from the Company one one-hundredth of a share of Series A
      Junior Participating Preferred Stock, par value $1.00 per
      share, at a price of $200 per one one-hundredth of a share. 
      The Rights generally will not become exercisable unless and
      until, among other things, any person acquires beneficial
      ownership of 35% or more of the outstanding stock.  The new
      Rights are generally redeemable at $.01 per Right at any time
      until 10 days following a public announcement that a 35% or
      greater position in the Company's common stock has been
      acquired and will expire, unless earlier redeemed or
      exchanged, on December 23, 2006.

                A description of the new Rights is set forth in
      Exhibit B to the New Rights Agreement, a copy of which is
      filed herewith and is incorporated herein by reference.

      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.         Description

           4              Rights Agreement, dated as of December
                          10, 1996, between Barnes Group Inc. and
                          ChaseMellon Shareholder Services L.L.C.,
                          which includes as Exhibit A thereto, the
                          Form of Rights Certificate (incorporated
                          by reference to the Registrants' Form 8-A
                          dated December 20, 1996).

          99              Press Release issued on December 10,
                          1996.


                               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, thereunto duly
      authorized.

                               BARNES GROUP INC.
                                      (Registrant)

                               BY:  /s/ Mary Louise Beardsley
                                      Mary Louise Beardsley
                                      Associate General Counsel
                                      and Secretary

      Dated:  December 20, 1996


                            INDEX TO EXHIBITS

        Exhibit No.    Description                              Page

              4        Rights Agreement, dated as of                
                       December 10, 1996, between Barnes
                       Group Inc. and ChaseMellon
                       Shareholder Services L.L.C., which
                       includes as Exhibit A thereto, the
                       Form of Rights Certificate
                       (incorporated by reference to the
                       Registrant's Form 8-A dated
                       December 20, 1996).

             99        Press Release issued on December
                       10, 1996

          

EX-99

          FOR IMMEDIATE RELEASE
          12-10-96                                Contact:

                                                  D.P. Hamilton
                                                      or
                                                  J.F. Sand, Jr.
                                                  (860) 583-7070

          BARNES GROUP ADOPTS STOCKHOLDER RIGHTS PLAN

                    BRISTOL, Connecticut, December 10 -- Barnes
          Group Inc. announced today that its Board of Directors
          adopted a Stockholder Rights Plan to protect the company
          and its stockholders from coercive takover tactics.

                 Thomas O. Barnes, chairman of the board, said the
          Rights plan is designed to deter such tactics, including
          the accumulation of shares in the open market or through
          private transactions and to prevent an acquiror from
          gaining control of the Company without offering a fair
          price to all of the Company's stockholders.  The
          Company's original Rights plan expired earlier this year.

                    "Essentially, we want to continue to protect
          the ability of the Board and the stockholders to
          determine the destiny of the Company," Barnes said.

                    Under the plan, Rights will be distriubted as a
          dividend at the rate of one Right for each share of
          Barnes Group common stock, par value $1.00 per share of
          the Company, held by stockholders of record at the close
          of business on December 23, 1996.  The Rights will expire
          on December 23, 2006.

                    Each Right initially will entitle stockholders
          to buy one unit of a share of preferred stock for $200. 
          The Rights will be exerciseable only if a person or group
          acquires beneficial ownership of 35% or more of the
          Company's common stock or commences a tender or exchange
          offer upon consummation of which such person or group
          would benefically own 35% or more of the Company's common
          stock.

               The Company will generally be entitled to redeem the
          Rights at $0.01 per Right at any time until 10 days
          (subject to extension) following a public announcement
          that a 35% positions in the Company's common stock has
          been acquired.

                    A copy of the Rights Plan is being filed with
          the SEC as an exhibit to the Company's Registration
          Statement on Form 8-A.

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