Sec Form 4 Filing - MCCORRY RICHARD P @ BARNES GROUP INC - 2004-05-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCCORRY RICHARD P 2. Issuer Name and Ticker or Trading Symbol BARNES GROUP INC [ B] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, BGI; Pres., Assoc. Spring (Last) (First) (Middle) BARNES GROUP INC., 123 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/26/2004 (Street) BRISTOL, CT06011-0489 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/26/2004 M 7,215 A $ 18.15 0 D Common Stock 05/26/2004 F 5,652 D $ 26.545 0 D Common Stock 05/26/2004 M 2,913 A $ 21.04 0 D Common Stock 05/26/2004 F 2,499 D $ 26.545 43,225.2125 ( 1 ) D Common Stock 1,001.0175 I By Company's Employee Stock Purchase Plan Common Stock 114.969 I By Company's 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transactio n Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stk Option-Right to Buy $ 18.15 05/26/2004 M 7,215 11/06/2003( 2 ) 05/06/2013 Common Stock 7,215 ( 3 ) 0 D Employee Stk Option-Right to Buy $ 26.545 05/26/2004 A 5,652 05/26/2004 05/06/2013 Common Stock 5,652 ( 3 ) 5,652 D Employee Stk Option-Right to Buy $ 21.04 05/26/2004 M 2,913 11/01/2003( 4 ) 05/01/2013 Common Stock 2,913 ( 3 ) 2,087 D Employee Stk Option-Right to Buy $ 26.545 05/26/2004 A 2,499 05/26/2004 05/01/2013 Common Stock 2,499 ( 3 ) 2,499 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCORRY RICHARD P BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT06011-0489 VP, BGI; Pres., Assoc. Spring Signatures Nancy M. Clark, pursuant to a Power of Attorney 05/28/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 13,000 Performance Accerlated Restricted Stock Units and 9,000 Restricted Stock Units granted 5/1/03 and 12,000 Performance Accerlated Restricted Stock Units granted 4/14/04 that are subject to forfeiture if certain events occur. ( 2 )The options vest 33-1/3% on the day after the 6th, 18th and 30th months, with the first installment vesting on 11/6/03. ( 3 )1 for 1 ( 4 )The options vest 33-1/3% on the day after the 6th, 18th and 30th months, with the first installment vesting on 11/1/03.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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