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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MILZCIK GREGORY F   2. Issuer Name and Ticker or Trading Symbol BARNES GROUP INC [B] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) BARNES GROUP INC., 123 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2011 (Street) BRISTOL, CT 06010 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) Code V Amount (A) or (D) Price Common Stock 05/09/2011   M   10,000 (1) A $ 9.56 0 D   Common Stock 05/09/2011   M   7,784 (1) A $ 14.1375 0 D   Common Stock 05/09/2011   M   10,174 (1) A $ 15.1925 0 D   Common Stock 05/09/2011   M   13,890 (1) A $ 15.1925 0 D   Common Stock 05/09/2011   M   10,470 (1) A $ 17.45 0 D   Common Stock 05/09/2011   S   52,318 (1) D $ 25.3422 470,911 (2) D   Common Stock               15,070.382 I By Company's 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option-Right to Buy

$ 9.56

05/09/2011

M

10,000

02/13/2008

02/13/2013

Common Stock

10,000

(3)

0

D

Stock Option-Right to Buy

$ 14.1375

05/09/2011

M

7,784

04/27/2004

02/13/2013

Common Stock

7,784

(3)

0

D

Stock Option-Right to Buy

$ 15.1925

05/09/2011

M

10,174

05/10/2005

02/05/2012

Common Stock

10,174

(3)

0

D

Stock Option-Right to Buy

$ 15.1925

05/09/2011

M

13,890

05/10/2005

02/05/2012

Common Stock

13,890

(3)

0

D

Stock Option-Right to Buy

$ 17.45

05/09/2011

M

10,470

11/10/2005

02/05/2012

Common Stock

10,470

(3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILZCIK GREGORY F BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06010	X		President & CEO

Signatures

Monique B. Marchetti, pursuant to a Power of Atty		05/11/2011
**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)	Transaction is made in accordance with a 10b5-1 Plan.
(2)	Includes balances of 4528 restricted stock units from 2/14/2007 grant, 7592 from 2/13/2008 grant, 3643 from 7/24/2008 grant, 57000 from 2/10/2009 grant, 62537 from 2/8/2010 grant, 43800 from 2/9/2011 grant, and 43800 performance share awards from 2/9/2011 grant, that are subject for forfeiture if certain events occur.
(3)	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.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.