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


                                April 2, 1997         
                     ---------------------------------
                     (Date of earliest event reported)


                              Barnes Group Inc.                 
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


       Delaware                 1-04801               06-0247840      
     --------------     ---------------------      -------------------
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)


            123 Main Street, Bristol, Connecticut 06011-0489      
     ------------------------------------------------------------
     (Address of principal executive offices, including zip code)


                             (860) 583-7070                       
     ------------------------------------------------------------
          (Registrant's telephone number, including area code)


                                  N/A                             
     -------------------------------------------------------------
     (Former name or former address, if changed since last report)



          ITEM 5.  OTHER EVENTS.

                    On April 2, 1997, the stockholders of Barnes
          Group Inc. (the "Corporation") approved, among other
          things, an amendment to the Company's Restated
          Certificate of Incorporation (the "Amendment") which
          increased the authorized number of shares of common stock
          of the Corporation from 20 million shares to 60 million
          shares and decreased the par value of the common stock
          from $1.00 per share to $.01 per share.  Stockholder
          approval of the Amendment was a condition to the
          Corporation's previously announced three-for-one stock
          split of its issued common shares, to be effected in the
          form of a 200% stock dividend.  As a result of the
          approval of the Amendment, the stock dividend will be
          distributed on April 25, 1997 to common stockholders of
          record as of the close of business on April 3, 1997.  In
          accordance with the terms of the Rights Agreement dated
          as of December 10, 1996 by and between the Corporation
          and ChaseMellon Shareholder Services L.L.C. (the "Rights
          Agreement"), following distribution of the stock
          dividend, preferred stock purchase rights issued under
          the Rights Agreement will be proportionately adjusted so
          that one-third of a right will trade with each
          outstanding share of the Corporation's common stock.

                    This description is subject to and qualified in
          its entirety by the press release dated April 2, 1997
          filed herewith as Exhibit 99.1 and the Rights Agreement
          filed herewith as Exhibit 99.2, each of which are hereby
          incorporated by reference herein.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    STATEMENTS AND EXHIBITS.

               (c)  Exhibits.

                    99.1   Press release dated April 2, 1997

                    99.2   Rights Agreement dated as of December
                           10, 1996 by and between Barnes Group
                           Inc. and ChaseMellon Shareholder
                           Services L.L.C. (incorporated by
                           reference to Exhibit 1 of the
                           Registrant's Registration Statement on
                           Form 8-A filed with the Securities and
                           Exchange Commission on December 20,
                           1996)



                                   SIGNATURE

                    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.

                                   By /s/ William V. Grickis, Jr.    
                                      -------------------------------
                                      Name:  William V. Grickis, Jr.
                                      Title: Vice President,
                                               General Counsel

          Dated:  April 8, 1997



          EXHIBIT INDEX

          Exhibit No.      Description
          -----------      -----------
          99.1             Press Release dated April 2, 1997.

          99.2             Rights Agreement dated as of December 10,
                           1996 by and between Barnes Group Inc. and
                           ChaseMellon Shareholder Services L.L.C.
                           (incorporated by reference to Exhibit 1 of
                           the Registrant's Registration Statement on
                           Form 8-A filed with the Securities and
                           Exchange Commission on December 20, 1996)
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 5440}]
{"company-data": {"conformed-name": "BARNES GROUP INC", "cik": "0000009984", "assigned-sic": "3490", "irs-number": "060247840", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04801", "film-number": "97576449"}, "business-address": {"street1": "123 MAIN ST", "city": "BRISTOL", "state": "CT", "zip": "06011", "phone": "2035837070"}, "former-company": {"former-conformed-name": "ASSOCIATED SPRING CORP", "date-changed": "19760518"}}
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

                                April 2, 1997         
                     ---------------------------------
                     (Date of earliest event reported)

                              Barnes Group Inc.                 
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)

       Delaware                 1-04801               06-0247840      
     --------------     ---------------------      -------------------
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

            123 Main Street, Bristol, Connecticut 06011-0489      
     ------------------------------------------------------------
     (Address of principal executive offices, including zip code)

                             (860) 583-7070                       
     ------------------------------------------------------------
          (Registrant's telephone number, including area code)

                                  N/A                             
     -------------------------------------------------------------
     (Former name or former address, if changed since last report)

          ITEM 5.  OTHER EVENTS.

                    On April 2, 1997, the stockholders of Barnes
          Group Inc. (the "Corporation") approved, among other
          things, an amendment to the Company's Restated
          Certificate of Incorporation (the "Amendment") which
          increased the authorized number of shares of common stock
          of the Corporation from 20 million shares to 60 million
          shares and decreased the par value of the common stock
          from $1.00 per share to $.01 per share.  Stockholder
          approval of the Amendment was a condition to the
          Corporation's previously announced three-for-one stock
          split of its issued common shares, to be effected in the
          form of a 200% stock dividend.  As a result of the
          approval of the Amendment, the stock dividend will be
          distributed on April 25, 1997 to common stockholders of
          record as of the close of business on April 3, 1997.  In
          accordance with the terms of the Rights Agreement dated
          as of December 10, 1996 by and between the Corporation
          and ChaseMellon Shareholder Services L.L.C. (the "Rights
          Agreement"), following distribution of the stock
          dividend, preferred stock purchase rights issued under
          the Rights Agreement will be proportionately adjusted so
          that one-third of a right will trade with each
          outstanding share of the Corporation's common stock.

                    This description is subject to and qualified in
          its entirety by the press release dated April 2, 1997
          filed herewith as Exhibit 99.1 and the Rights Agreement
          filed herewith as Exhibit 99.2, each of which are hereby
          incorporated by reference herein.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    STATEMENTS AND EXHIBITS.

               (c)  Exhibits.

                    99.1   Press release dated April 2, 1997

                    99.2   Rights Agreement dated as of December
                           10, 1996 by and between Barnes Group
                           Inc. and ChaseMellon Shareholder
                           Services L.L.C. (incorporated by
                           reference to Exhibit 1 of the
                           Registrant's Registration Statement on
                           Form 8-A filed with the Securities and
                           Exchange Commission on December 20,
                           1996)

                                   SIGNATURE

                    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.

                                   By /s/ William V. Grickis, Jr.    
                                      -------------------------------
                                      Name:  William V. Grickis, Jr.
                                      Title: Vice President,
                                               General Counsel

          Dated:  April 8, 1997

          EXHIBIT INDEX

          Exhibit No.      Description
          -----------      -----------
          99.1             Press Release dated April 2, 1997.

          99.2             Rights Agreement dated as of December 10,
                           1996 by and between Barnes Group Inc. and
                           ChaseMellon Shareholder Services L.L.C.
                           (incorporated by reference to Exhibit 1 of
                           the Registrant's Registration Statement on
                           Form 8-A filed with the Securities and
                           Exchange Commission on December 20, 1996)