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): August 2, 2010

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	06010
(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:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02

Results of Operations and Financial Condition. On August 2, 2010, Barnes Group Inc. issued a press release announcing the financial results of operations for the second quarter and six months ended June 30, 2010. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits. Exhibit 99.1: Press Release issued August 2, 2010, announcing the financial results of operations for the second quarter and six months ended June 30, 2010.

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:  August 2, 2010	BARNES GROUP INC.
	(Registrant)
	By: /s/ CHRISTOPHER J. STEPHENS, JR.
	Christopher J. Stephens, Jr.      Senior Vice President, Finance and      Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release, dated August 2, 2010

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EX-99.1

Exhibit 99.1

  Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. REPORTS

SECOND QUARTER 2010 FINANCIAL RESULTS

§ Quarterly net sales rise 10.5% to $282 million

§ Net income increases 42% to $14.8 million

§ Second quarter 2010 diluted EPS increases 37% to $0.26

BRISTOL, Conn., August 2, 2010 — Barnes Group Inc. (NYSE: B), a diversified global manufacturer and logistical services company, today reported financial results for the second quarter 2010.  The Company reported net income of $14.8 million, or $0.26 per diluted share, compared to $10.4 million, or $0.19 per diluted share in the second quarter of 2009.  Barnes Group’s second quarter 2010 sales totaled $281.9 million, an increase of 10.5 percent from $255.2 million in the second quarter of 2009.

($ millions; except	Three months ended June 30,										Six months ended June 30,
per share data)	2010			2009			Change				2010			2009			Change
Net Sales	$	281.9		$	255.2		$	26.7	10.5	%	$	560.0		$	517.4		$	42.7	8.2	%
Operating Income	$	23.7		$	14.1		$	9.5	67.4	%	$	43.3		$	34.6		$	8.7	25.3	%
% of Sales		8.4	%		5.5	%		-	2.9	pts.		7.7	%		6.7	%		-	1.0	pt.
Net Income	$	14.8		$	10.4		$	4.4	41.9	%	$	26.7		$	21.9		$	4.7	21.7	%
% of Sales		5.3	%		4.1	%		-	1.2	pts.		4.8	%		4.2	%		-	0.6	pts.
Net Income Per Diluted Share	$	0.26		$	0.19		$	0.07	36.8	%	$	0.47		$	0.41		$	0.06	14.6	%

“We continue to benefit from improved economic conditions, particularly within our industrial and automotive manufacturing businesses,” said Gregory F. Milzcik, President and Chief Executive Officer, Barnes Group Inc.  “Double-digit sales growth coupled with a continued focus on an efficient cost structure through lean initiatives has provided a 67 percent improvement to our operating profit this quarter.

“Economic growth, along with a continuation of strong order rates, should allow us to build upon our success,” said Milzcik.  “However, we continue to remain cautious.  While the level of activity within our distribution and aerospace aftermarket businesses improves, the rate of growth is slow.  As a result, our outlook for the full year 2010 remains the same with full year diluted earnings per share in the range of $0.90 to $1.10, based on current and anticipated market conditions.”

Logistics and Manufacturing Services

· Second quarter 2010 sales at Logistics and Manufacturing Services were $138.5 million, an increase of 1 percent from $136.6 million in the same period last year.  The increase in sales was driven primarily by revenue growth in the North American distribution businesses as macro-economic conditions, including industrial production, continued to improve.  The European based distribution

Barnes Group Inc. / 2

business experienced a decline in sales compared to the same period last year.  In addition, the aerospace aftermarket business continued to experience the adverse effects of ongoing deferred maintenance and lower aircraft utilization, though sequential activity improved slightly.  Foreign exchange negatively impacted second quarter 2010 sales by $1.2 million.

· Operating profit was $10.2 million, compared with $12.5 million in the second quarter of 2009.  Operating profit was driven lower primarily by reduced sales volumes in the higher margin aerospace aftermarket businesses and increased personnel costs, including the investments in additional sales personnel, in the distribution businesses.  Partially offsetting these declines was the impact of the lower cost structures resulting from previous actions, primarily in the distribution businesses, and the beneficial impact of higher sales in the distribution businesses.  Operating margin was 7.3 percent compared to 9.1 percent in the prior year.

Precision Components

· Second quarter 2010 sales at Precision Components were $146.6 million, up 22 percent from $120.3 million in the same period last year.  Year-over-year sales growth continued to be driven by improved market demand primarily from increases in the industrial manufacturing businesses in North America and Europe and from improvements in the transportation industry, including automotive.  Sales in the aerospace original equipment manufacturing business declined compared to the second quarter of 2009 due to lower military sales.  Foreign exchange negatively affected sales by $0.6 million in the second quarter.  Order rates within Precision Components businesses experienced a significant increase over the prior year and outpaced sales for the third consecutive quarter, as increased activity levels within al l three key end markets, transportation, industrial, and aerospace original equipment manufacturing, improved.

· Operating profit for the second quarter of 2010 increased significantly to $13.5 million, as compared with $1.7 million in the second quarter of 2009.  The higher operating profit was due primarily to the higher sales levels in 2010, lower cost structures resulting from previous actions, and initiatives focused on cost savings and cost containment.  Operating margin was 9.2 percent compared to 1.4 percent in the prior year.

Conference Call

The Company will conduct a conference call with investors to discuss second quarter 2010 results at 8:30 a.m. ET today, August 2, 2010.  A webcast of the live call and an archived replay will be available on the Barnes Group investor relations link at www.BGInc.com.

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, over 4,800 dedicated employees at locations on four continents worldwide are committed to achieving consistent and sustainable profitable growth.  For more information, visit www.BGInc.com.  Barnes Group, the Critical Components People.

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 materia lly 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

Barnes Group Inc. / 3

customers that we serve; changes in market demand for our products and services; successful integration of acquired businesses; introduction of new products or transfer of work; changes in raw material prices and availability; foreign currency exposure; 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, environmental, 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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BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Unaudited
	Three months ended June 30,									Six months ended June 30,
	2010			2009			% Change			2010			2009			% Change
Net sales	$	281,892		$	255,201			10.5		$	560,029		$	517,352			8.2
Cost of sales		177,821			165,712			7.3			355,844			332,878			6.9
Selling and administrative expenses		80,389			75,343			6.7			160,836			149,871			7.3
		258,210			241,055			7.1			516,680			482,749			7.0
Operating income		23,682			14,146			67.4			43,349			34,603			25.3
Operating margin		8.4	%		5.5	%					7.7	%		6.7	%
Other income		18			2,501			(99.3	)		235			2,659			(91.2	)
Interest expense		4,978			6,004			(17.1	)		10,097			11,941			(15.4	)
Other expenses		1,083			686			57.9			1,622			1,263			28.4
Income before income taxes		17,639			9,957			77.2			31,865			24,058			32.5
Income taxes (benefit)		2,815			(490	)	NM				5,213			2,152		NM
Net income	$	14,824		$	10,447			41.9		$	26,652		$	21,906			21.7
Common dividends	$	4,390		$	8,493			(48.3	)	$	8,787		$	16,863			(47.9	)
Per common share:
Net income:
Basic	$	0.27		$	0.20			35.0		$	0.48		$	0.41			17.1
Diluted		0.26			0.19			36.8			0.47			0.41			14.6
Dividends		0.08			0.16			(50.0	)		0.16			0.32			(50.0	)
Average common shares outstanding:
Basic		55,546,969			53,377,592			4.1			55,470,721			53,058,524			4.5
Diluted		56,339,770			53,642,123			5.0			56,152,953			53,277,490			5.4
Note - 2009 second quarter and year-to-date Other income included a $2,288 gain on the purchase of certain convertible debt and income taxes included the related tax expense of $868.

Barnes Group Inc. / 5
BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
Unaudited
	Three months ended June 30,									Six months ended June 30,
	2010			2009			% Change			2010			2009			% Change
Net Sales
Logistics and Manufacturing Services	$	138,460		$	136,565			1.4		$	273,742		$	279,237			(2.0	)
Precision Components		146,604			120,323			21.8			292,385			241,519			21.1
Intersegment sales		(3,172	)		(1,687	)		(88.0	)		(6,098	)		(3,404	)		(79.1	)
Total net sales	$	281,892		$	255,201			10.5		$	560,029		$	517,352			8.2
Operating profit
Logistics and Manufacturing Services	$	10,173		$	12,455			(18.3	)	$	18,497		$	26,906			(31.3	)
Precision Components		13,509			1,691		NM				24,852			7,697		NM
Total operating profit		23,682			14,146			67.4			43,349			34,603			25.3
Interest income		58			159			(63.4	)		155			317			(51.0	)
Interest expense		(4,978	)		(6,004	)		(17.1	)		(10,097	)		(11,941	)		(15.4	)
Other income (expense), net		(1,123	)		1,656		NM				(1,542	)		1,079		NM
Income before income taxes	$	17,639		$	9,957			77.2		$	31,865		$	24,058			32.5
Note - 2009 second quarter and year-to-date Other income (expense), net included a $2,288 gain on the purchase of certain convertible debt.

Barnes Group Inc. / 6
BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
	June 30, 2010		December 31, 2009
Assets
Current assets
Cash and cash equivalents	$	14,345	$	17,427
Accounts receivable		176,543		160,269
Inventories		196,931		190,792
Deferred income taxes		8,173		23,630
Prepaid expenses and other current assets		11,478		10,562
Total current assets		407,470		402,680
Deferred income taxes		45,922		30,650
Property, plant and equipment, net		213,004		224,963
Goodwill		358,930		373,564
Other intangible assets, net		295,585		303,689
Other assets		19,061		16,444
Total assets	$	1,339,972	$	1,351,990
Liabilities and Stockholders' Equity
Current liabilities
Notes and overdrafts payable	$	1,855	$	4,595
Accounts payable		96,223		85,588
Accrued liabilities		75,540		73,538
Long-term debt - current		119,166		25,567
Total current liabilities		292,784		189,288
Long-term debt		224,038		321,306
Accrued retirement benefits		110,733		118,693
Other liabilities		34,107		37,990
Stockholders' equity		678,310		684,713
Total liabilities and stockholders' equity	$	1,339,972	$	1,351,990

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BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
	Six months ended June 30,
	2010			2009
Operating activities:
Net income	$	26,652		$	21,906
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		26,082			25,783
Amortization of convertible debt discount		2,805			3,284
(Gain) loss on disposition of property, plant and equipment		422			(170	)
Gain on repurchase of convertible notes		--			(2,288	)
Stock compensation expense		3,546			1,927
Withholding taxes paid on stock issuances		(89	)		(167	)
Changes in assets and liabilities:
Accounts receivable		(21,868	)		(17,191	)
Inventories		(8,674	)		36,171
Prepaid expenses and other current assets		(2,680	)		1,978
Accounts payable		12,353			(2,677	)
Accrued liabilities		5,351			(3,952	)
Deferred income taxes		(1,396	)		(270	)
Long-term retirement benefits		(7,389	)		(14,868	)
Other		(2,284	)		(1,573	)
Net cash provided by operating activities		32,831			47,893
Investing activities:
Proceeds from disposition of property, plant and equipment		157			343
Capital expenditures		(15,060	)		(19,627	)
Other		(1,726	)		(1,216	)
Net cash used by investing activities		(16,629	)		(20,500	)
Financing activities:
Net change in other borrowings		(2,565	)		(5,221	)
Payments on long-term debt		(137,493	)		(83,876	)
Proceeds from the issuance of long-term debt		131,400			73,000
Proceeds from the issuance of common stock		3,522			905
Common stock repurchases		(4,059	)		(314	)
Dividends paid		(8,787	)		(16,863	)
Other		(108	)		(432	)
Net cash used by financing activities		(18,090	)		(32,801	)
Effect of exchange rate changes on cash flows		(1,194	)		572
Decrease in cash and cash equivalents		(3,082	)		(4,836	)
Cash and cash equivalents at beginning of period		17,427			20,958
Cash and cash equivalents at end of period	$	14,345		$	16,122