Edgar Filing: O BRIEN LAWRENCE W

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

O BRIEN LAWRENCE W

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)
Vice President, Treasurer

(Last)

(First)

(Middle)

BARNES GROUP INC., 123 MAIN STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2005

(Street)

BRISTOL, CT 06011-0489

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2005		M		806	A	$ 26.005	0	D
Common Stock	11/17/2005		F		668	D	$ 34.795	0	D
Common Stock	11/17/2005		M		278	A	$ 26.005	0	D
Common Stock	11/17/2005		F		231	D	$ 34.795	0	D
Common Stock	11/17/2005		M		510	A	$ 26.005	0	D
Common Stock	11/17/2005		F		423	D	$ 34.795	0	D
Common Stock	11/17/2005		M		684	A	$ 26.005	0	D
Common Stock	11/17/2005		F		567	D	$ 34.795	0	D
Common Stock	11/17/2005		M		441	A	$ 26.28	0	D
Common Stock	11/17/2005		F		368	D	$ 34.795	0	D
Common Stock	11/17/2005		M		223	A	$ 26.28	0	D
Common Stock	11/17/2005		F		187	D	$ 34.795	35,475 ⁽¹⁾	D
Common Stock								4,257.4379	I	By Employee Stk Purchase Plan
Common Stock								5,252.105	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stk Option-Right to Buy

$ 26.005

11/17/2005

806

⁽²⁾

02/13/2013

Common Stock

806

⁽⁴⁾

Employee Stk Option-Right to Buy

$ 34.795

11/17/2005

668

11/17/2005

02/13/2013

Common Stock

668

⁽⁴⁾

668

Employee Stk Option-Right to Buy

$ 26.005

11/17/2005

278

⁽²⁾

08/07/2011

Common Stock

278

⁽⁴⁾

Employee Stk Option-Right to Buy

$ 34.795

11/17/2005

231

11/17/2005

08/07/2011

Common Stock

231

⁽⁴⁾

231

Employee Stk Option-Right to Buy

$ 26.005

11/17/2005

510

⁽²⁾

08/07/2011

Common Stock

510

⁽⁴⁾

Employee Stk Option-Right to Buy

$ 34.795

11/17/2005

423

11/17/2005

08/07/2011

Common Stock

423

⁽⁴⁾

423

Employee Stk Option-Right to Buy

$ 26.005

11/17/2005

684

⁽²⁾

10/10/2011

Common Stock

684

⁽⁴⁾

Employee Stk Option-Right to Buy

$ 34.795

11/17/2005

567

11/17/2005

10/10/2011

Common Stock

567

⁽⁴⁾

567

Employee Stk Option-Right to Buy

$ 26.28

11/17/2005

441

⁽³⁾

08/07/2011

Common Stock

441

⁽⁴⁾

Employee Stk Option-Right to Buy

$ 34.795

11/17/2005

368

11/17/2005

08/07/2011

Common Stock

368

⁽⁴⁾

368

Employee Stk Option-Right to Buy

$ 26.28

11/17/2005

223

⁽³⁾

08/07/2011

Common Stock

223

⁽⁴⁾

Employee Stk Option-Right to Buy

$ 34.795

11/17/2005

187

11/17/2005

08/07/2011

Common Stock

187

⁽⁴⁾

187

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O BRIEN LAWRENCE W BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06011-0489			Vice President, Treasurer

Signatures

Signe S. Gates, Pursuant to a Power of Attorney		11/21/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 7,000 Restricted Stock Units granted 2/12/2003, 4,000 granted 4/14/2004, and 2,250 Restricted Stock Units and 2,250 Performance Share Units granted 2/16/2005 that are subject to forfeiture if certain events occur.
(2)	The options vest 100% immediately on 5/17/2004.
(3)	The options vest 100% immediately on 2/25/2005.
(4)	1 for 1.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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