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): March 5, 2007

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	06011-0489
(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))

Item 8.01 Other Events

On March 5, 2007, Barnes Group Inc. (“Barnes”) issued a press release announcing its intention to offer to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), of $85 million aggregate principal amount of its Convertible Senior Subordinated Notes due 2027. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and a Statement Regarding Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 2006 through 2002 is filed herewith and incorporated by reference into this Item 8.01 in its entirety.

Item 9.01 Financial Statements and Exhibits

Exhibit 12.1: Statement Regarding Computation of Ratio of Earnings to Fixed Charges

Exhibit 99.1: Press Release dated March 5, 2007, titled “Barnes Group Inc. Announces its Intention to Offer Convertible Notes Under Rule 144A”

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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: March 5, 2007	BARNES GROUP INC.
	(Registrant)
	By:	/s/ William C. Denninger
		William C. Denninger
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Document Description
12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges
99.1	Press Release dated March 5, 2007, titled “Barnes Group Inc. Announces its Intention to Offer Convertible Notes Under Rule 144A”

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EX-12.1

Exhibit 12.1

Barnes Group Inc.

Computation of Ratio of Earnings to Fixed Charges

(Dollars in thousands)

				As Adjusted
Years Ended December 31,	2006			2005			2004			2003			2002
Earnings available for fixed charges:
Income before income taxes	$	93,241		$	68,151		$	35,877		$	32,718		$	25,418
Equity (income) loss, net of distributions		—			335			355			(489	)		(477	)
Capitalized interest		(714	)		(241	)		(314	)		(85	)		(128	)
Amortization of capitalized interest		262			246			291			317			344
Fixed charges per below		29,441			22,460			20,362			20,446			18,730
Earnings	$	122,230		$	90,951		$	56,571		$	52,906		$	43,887
Fixed Charges:
Interest expensed and capitalized, including amortization of debt issuance costs	$	24,451		$	17,947		$	15,938		$	16,253		$	15,311
Interest portion of rental expense (33%)		4,990			4,513			4,424			4,193			3,419
Fixed charges	$	29,441		$	22,460		$	20,362		$	20,446		$	18,730
Ratio of earnings to fixed charges		4.2	x		4.0	x		2.8	x		2.6	x		2.3	x

EX-99.1

Exhibit 99.1

Barnes Group Inc.

Corporate Office

Bristol, CT 06010

Tel: (860) 583-7070

		Brian D. Koppy Investor Relations (860) 973-2126 Stephen J. McKelvey Corporate Communications (860) 973-2132

BARNES GROUP INC. ANNOUNCES ITS INTENTION TO

OFFER CONVERTIBLE NOTES

Bristol, Connecticut, March 5, 2007 — Barnes Group Inc. (NYSE: B) announced today its intention to offer to qualified institutional buyers, $85 million in aggregate principal amount of its Convertible Senior Subordinated Notes due 2027. The notes will be offered pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also intends to grant the initial purchasers an option to purchase up to an additional $15 million in aggregate principal amount of the notes.

The notes are expected to provide for a net share settlement and will be convertible under certain circumstances into cash equal to the lesser of the aggregate principal amount of notes to be converted and the Company’s total conversion obligation, plus cash or shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation.

The interest rate, conversion rate, offering price and other terms of the notes will be determined by negotiations between the Company and the initial purchasers of the notes. The Company intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility.

This press release does not constitute an offer to sell or the solicitation of any offer to buy any securities. The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. The securities to be offered have not been registered under the Securities Act, or any state securities laws, and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Celebrating its 150^th anniversary in 2007, Barnes Group Inc. (NYSE:B) is an international diversified aerospace and industrial components manufacturing and distribution company focused on achieving consistent, sustainable and predictable results. Founded in 1857, Barnes Group consists of three businesses: Barnes Aerospace, Barnes Distribution and Associated Spring. Over 6,600 dedicated employees at more than 65 locations worldwide contribute to Barnes Group Inc.’s success. For more information, visit www.barnesgroupinc.com.

This release may contain certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements. Investors are encouraged to consider these risks and uncertainties as described within the Company’s periodic filings with the Securities and Exchange Commission, including the following: the ability of the Company to integrate newly acquired businesses and to realize acquisition synergies on schedule; changes in market demand for the types of products and services produced and sold by the Company; the Company’s success in identifying and attracting customers in new markets; the Company’s ability to develop new and enhanced products to meet customers’ needs timely; the effectiveness of the Company’s marketing and sales programs; uninsured claims; increased competitive activities that could adversely affect customer demand for the Company’s products; the availability of raw materials at prices that allow the Company to make and sell competitive products; the Company’s ability to execute on capacity expansion and transfer of work initiatives; changes in economic, political and public health conditions worldwide and in the locations where the Company does business; interest and foreign exchange rate fluctuations; increases in fuel prices; regulatory changes; the possibility of declines in the stock market; risks related to consolidation occurring in the Company’s industries; risks related to dependence on government spending for defense-related products; the possibility of a downturn in the automotive industry; risks related to loss or delay in purchases by customers; risks related to pricing leverage of original equipment manufacturers; risks related to not realizing all sales expected from backlog or anticipated orders; the possibility of not recovering all up-front costs related to original equipment manufacturing programs and revenue sharing programs; the possibility of products and services offered by the Company being rendered obsolete; risks related to cost overruns and losses on fixed-price contracts; and the possibilities of loss of key personnel, a shortage of skilled employees and labor problems. The Company assumes no obligation to update any forward-looking statements contained in this release.

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