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):  12/21/2009

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  1-04801

Delaware	06-0247840
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

123 Main Street

Bristol, Connecticut

06010

(Address of principal executive offices, including zip code)

(860) 583-7070

(Registrant’s telephone number, including area code)

(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))

Item 8.01.    Other Events

On December 21, 2009, Barnes Group Inc. issued a press release regarding classification of cash distributions for 2008 and 2009 which is attached.

Item 9.01.    Financial Statements and Exhibits

Exhibit 99.1. Press Release issued December 21, 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.

		BARNES GROUP INC.
Date: December 21, 2009	By:	/s/    Christopher J. Stephens, Jr.
		Christopher J. Stephens, Jr.
		Senior Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
EX-99.1	Press Release issued December 21, 2009

EX-99.1

Barnes Group Inc.

123 Main Street

Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. NOTIFIES STOCKHOLDERS

OF CLASSIFICATION FOR 2008 AND 2009 CASH DISTRIBUTIONS

BRISTOL, Conn., December 21, 2009 - Barnes Group Inc. (NYSE: B), a diversified global manufacturer and logistical services company, today announced anticipated classifications for cash distributions for the 2008 and 2009 calendar years to assist its stockholders in their tax planning.

The 2008 cash distributions will be reclassified as a partial dividend and a partial non-dividend distribution. Impacted stockholders for the 2008 calendar year will receive a corrected IRS tax form 1099. The cash distributions during 2009 are anticipated to be wholly classified as a non-dividend distribution. The 2009 distribution will be appropriately reflected on the 2009 IRS tax form 1099. Stockholders who have questions regarding the impact on their taxes should consult with their personal tax advisor.

Barnes Group Inc. and its predecessor companies have paid a dividend to stockholders on a continuous basis since 1934.

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, 4,900 dedicated employees at more than 60 locations 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 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 perf ormance 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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