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

                              February 21, 1997       
                     --------------------------------
                     (Date of earliest event reported)

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

       Delaware                 1-4801               06-0247840       
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     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

            123 Main Street, Bristol, Connecticut 06011-0489      
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        (Address of principal executive offices, including zip code)

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

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



          ITEM 5.  OTHER EVENTS.

                    Barnes Group Inc. (the "Corporation") announced
          on February 21, 1997 that its Board of Directors had
          approved, among other things, a three-for-one stock split
          of its issued common shares in the form of a 200% stock
          dividend, subject to stockholder approval of an amendment
          to the Company's Restated Certificate of Incorporation
          (the "Proposed Amendment") which would, among other
          things, increase the authorized number of shares of
          common stock of the Corporation to 60 million shares from
          the presently authorized 20 million shares.  The Proposed
          Amendment will be presented for stockholder approval at
          the Corporation's April 2, 1997 annual meeting of
          stockholders.  If the Proposed Amendment receives the
          requisite vote of stockholders, the stock dividend would
          be paid to common stockholders of record as of the close
          of business on April 3, 1997 and would be payable on
          April  25, 1997.

          ITEM 7(C)   EXHIBITS.

                      99.1    Press Release dated February 21,
                              1997.


                                   SIGNATURE

                    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.

                                   BARNES GROUP INC.

                                   By: /s/ William V. Grickis, Jr.   
                                       Name:  William V. Grickis, Jr.
                                       Title: Vice President and
                                            General Counsel

          Dated:  February 21, 1997

EX-99

                                                          Exhibit 99.1


     FOR IMMEDIATE RELEASE                    Contact:  J.F. Sand, Jr.
          2-21-97                                       (860) 583-7070

                BARNES GROUP ANNOUNCES PLANS FOR 3-FOR-1 SPLIT;
             DECLARES REGULAR FIRST QUARTER DIVIDEND; TO CONSIDER
              INCREASE IN SECOND QUARTER DIVIDEND AT MAY MEETING

               BRISTOL, CT, February 21 (NYSE: B) -- Barnes Group Inc.
     announced today that its Board of Directors has approved a three-
     for-one stock split of its issued common shares in the form of a
     200 percent stock dividend. 

               The stock split is subject to stockholder approval of
     an amendment to the company's charter, which, among other things,
     increases the authorized number of Barnes Group common shares to
     60 million from the presently authorized 20 million.  The charter
     amendment will be presented for stockholder approval at the
     Barnes Group annual meeting April 2, 1997 in Hartford, CT.

               If the charter amendment is approved by stockholders,
     the stock dividend would be paid to stockholders of record at the
     close of business on April 3, 1997, and would be payable on April
     25, 1997.  Stockholders would receive two new shares of Barnes
     Group common stock for each share of Barnes Group common stock
     owned as of the record date.

               In other business, the company declared a regular cash
     dividend of 45 cents per share on its common stock for the first
     quarter of 1997, payable March 10, 1997 to stockholders of record
     on February 28, 1997.  As of February 4, 1997, there were
     6,669,471 common shares outstanding. 

               The company also announced that the Board will consider
     at its May meeting an increase in the company's regular quarterly
     cash dividend from $.15 per share to $.167 per share on a post-
     split basis, or from $.45 to $.50 per share on a pre-split basis,
     in the second quarter.

               The Board has also authorized the repurchase of up to
     500,000 shares of Barnes Group common stock on a pre-split basis,
     or 1.5 million shares on a post-split basis, which the company
     expects to use for general corporate purposes.

               Theodore E. Martin, president and chief executive
     officer, said the Board's decision authorizing the stock split
     and possible subsequent dividend increase is a reflection of the
     significant gain made in the company's stock price over the past
     12 months and strong profit performance over the past three
     years.  "We think our stockholders should be rewarded for their
     steadfast confidence in the company," Martin said, "and we look
     to continue our momentum in 1997 and beyond."

               Barnes Group Inc. is a $600 million diversified
     international company based in Bristol, Conn.  It is a leading
     manufacturer of precision springs and complex metal components
     for industrial, transportation and aerospace markets, and a major
     distributor of repair and replacement products to the
     maintenance, repair and operating supplies (MRO) market.



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