UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             BARNES GROUP INC.
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           (Exact name of registrant as specified in its charter)

      Delaware                                         06-0247840
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(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization                   Identification No.)

123 Main Street, Bristol, Connecticut                     06010
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(Address of Principal Executive Offices)               (Zip Code)

                          Key Executive Stock Plan
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                          (Full title of the plan)

Signe S. Gates, Senior Vice President,       Barnes Group Inc.
General Counsel and Secretary                123 Main Street
                                             Bristol, CT  06010
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                   (Name and address of agent for service)

                                 860/583-7070
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        (Telephone number, including area code, of agent for service)
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                                                                            1


                    CALCULATION OF REGISTRATION FEE
                    -------------------------------
                                Proposed       Proposed
   Title of                     maximum        maximum
 securities to  Amount to be    offering       aggregate      Amount of
 be registered   registered     price per      offering     registration
                                 share           price           fee
                               (1)    (2)         (2)
---------------------------------------------------------------------------
Common             135,000       $18.85       $2,544,750       $636.19
Stock, par
value $.01
per share (3)
---------------------------------------------------------------------------
(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Based on the average of the high and low prices per share of the
	Registrant's common stock reported on the New York Stock Exchange on
	March 21, 2001, as set forth in Rules 457(c) and 457(h).

(3)	This Registration Statement also pertains to preferred stock purchase
	rights ("Rights") of the Registrant.  Until the occurrence of certain
	prescribed events, the Rights are not exercisable, will be evidenced by
	the certificates for the common stock and will be transferred along
	with and only with the common stock.


                                  PART II

Item 3.	Incorporation of Documents by Reference.

		There is incorporated herein by reference the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, previously
filed by Barnes Group Inc. (the "Registrant" or the "Company") with the
Securities and Exchange Commission; the description of the Registrant's
common stock contained in the Registrant's Registration Statement on Form 10
filed with the Securities and Exchange Commission on August 21, 1963 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description; and the description of the Registrant's preferred stock purchase
rights contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on December 20, 1996 under the
Exchange Act, as amended by Form 8-A/A filed on March 18, 1999, and including
any further amendment or report filed for the purpose of updating such
description.

		All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective






                                                                            2

amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 5.	Interests of Named Experts and Counsel.

		The legality of the common stock being registered by this
Registration Statement has been passed upon by Signe S. Gates, Senior Vice
President, General Counsel and Secretary of the Company.  As of March 21,
2001, Ms. Gates owned 4,322 shares of the Company's common stock, par value
$0.01 per share; 10,000 restricted stock units under the Barnes Group Inc.
Employee Stock and Ownership Program (the "Program") which will entitle her
to receive an equal number of shares of the Company's common stock as such
units vest prorata on the third, fourth and fifth anniversaries of the date
of grant, provided, that she is then employed by the Company; and options to
purchase 175,393 shares of the Company common stock under the Program and the
Barnes Group Inc. 1991 Stock Incentive Plan, 37,639 of which options are
vested.

Item 6.	Indemnification of Directors and Officers.

		Article V of the Registrant's By-Laws states that the Registrant
shall indemnify and hold harmless its directors and officers to the fullest
extent permitted by the laws of Delaware.

		The Registrant has also entered into an indemnification agreement
with each of its directors and executive officers.  Such agreement provides
that the Registrant shall indemnify, and advance expenses, to the indemnified
person to the fullest extent permitted by applicable law in effect on the
date of such agreement and to such greater extent as thereafter permitted by
law.  The agreement is governed by Delaware law.  Such rights to
indemnification and expense advancement are provided when the indemnified
person is, or is threatened to be made, a party to certain proceedings or is
a witness in such proceedings because of his or her role as a director or
officer of the Registrant.  The indemnification agreement remains in effect
for 10 years after the indemnified person ceases to be an officer or director
of the Registrant, or until final termination of all proceedings in which he
or she is protected under the agreement, whichever is later.

		Section 145 of the Delaware Corporation Law provides, in general,
for the indemnification of any director or officer who was, is, or is
threatened to be made a party in any action, suit or proceeding (other than
an action by or in the right of the Registrant).  In general, each director
and officer is indemnified against losses by reason of his or her being an
officer or director of the Company provided that he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the







                                                                           3

best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her
conduct was unlawful.

		The directors and officers of the Registrant are covered by a
policy of insurance under which they are insured, within limits and subject
to certain limitations, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings in which they
are parties by reason of being or having been directors or officers,
including actions, suits or proceedings arising out of any actual or alleged
error, misstatement, misleading statement, act or omission, or neglect or
breach of duty.  The Registrant is similarly insured, under such policy, with
respect to certain payments it might be required to make to its directors or
officers in accordance with applicable law and the Registrant's By-Laws
provisions relating to indemnification.

		Section 102(b)(7) of the Delaware General Corporation Law permits
a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a
director, except for liability (i) for any breach of a director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for improper payment of dividends, stock purchases or redemptions
of shares, or (iv) for any transaction from which the director derives an
improper personal benefit.  The Registrant's Restated Certificate of
Incorporation includes such a provision.

Item 8.	Exhibits.

		The Exhibits required by Item 601 of Regulation S-K are filed as
Exhibits to this Registration Statement and indexed at page 8 of this
Registration Statement.

Item 9.	Undertakings.

		The undersigned Registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being
		made, a post-effective amendment to this Registration Statement;

		(i)	To include any prospectus required by Section 10(a)(3)
			of the Securities Act of 1933;

		(ii)	To reflect in the prospectus any facts or events arising
			after the effective date of the Registration Statement
			(or the most recent post-effective amendment thereof)
			which, individually or in the aggregate, represent a
			fundamental change in the information set forth in the
			Registration Statement;




                                                                         4


		(iii)	To include any material information with respect to the
			plan of distribution not previously disclosed in the
			registration statement or any material change to such
			information set forth in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the
		Securities Act of 1933, each such post-effective amendment shall
		be deemed to be a new registration statement relating to the
		securities offered therein, and the offering of such securities
		at that time shall be deemed to be the initial bona fide offering
		thereof.

	(3)	To remove from registration by means of a post-effective
		amendment any of the securities being registered which remain
		unsold at the termination of the offering.

		The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

		Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.





                                                                            5


                               SIGNATURES

		Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bristol, State of Connecticut, on
March 26, 2001.

					BARNES GROUP INC.

					By:  /s/ John R. Arrington
					     -----------------------------------
					     John R. Arrington
					     Senior Vice President, Human Resources

		Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.  Each person whose signature
appears below hereby authorizes William C. Denninger and Signe S. Gates and
each of them, with full power of substitution, to execute in the name and on
behalf of such person any amendment (including any post-effective amendment)
to this Registration Statement and to file the same, with exhibits thereto,
and other documents in connection therewith, making such changes in this
Registration Statement as the person(s) so acting deems appropriate, and
appoints each of such persons, each with full power of substitution,
attorney-in-fact to sign any amendment (including any post-effective
amendment) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.

























                                                                            6


Signature								Date

/s/ Edmund M. Carpenter						March 26, 2001
--------------------------------------
Edmund M. Carpenter
President and Chief Executive Officer
(the principal executive officer) and Director

/s/ William C. Denninger					March 26, 2001
--------------------------------------
William C. Denninger
Senior Vice President, Finance and
Chief Financial Officer
(the principal financial officer)

/s/ Francis C. Boyle, Jr.					March 26, 2001
---------------------------------------
Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)

/s/ John W. Alden							March 26, 2001
---------------------------------------
John W. Alden
Director

/s/ Thomas O. Barnes						March 26, 2001
---------------------------------------
Thomas O. Barnes
Director

/s/ Gary G. Benanav						March 26, 2001
---------------------------------------
Gary G. Benanav
Director

/s/ William S. Bristow, Jr.					March 26, 2001
---------------------------------------
William S. Bristow, Jr.
Director

/s/ Robert J. Callander						March 26, 2001
---------------------------------------
Robert J. Callander
Director

/s/ George T. Carpenter						March 26, 2001
---------------------------------------
George T. Carpenter
Director

/s/ Frank E. Grzelecki						March 26, 2001
---------------------------------------
Frank E. Grzelecki
Director
                                                                           7




                                 EXHIBIT INDEX

                               BARNES GROUP INC.

                      Registration Statement on Form S-8
                       for the Key Executive Stock Plan

Exhibit Number                   Description

	4.1		Restated Certificate of Incorporation of the Registrant
			(incorporated by reference to Exhibit 3.1 to the
			Registrant's Annual Report on Form 10-K for the year ended
			December 31, 1997)

	4.2 		Amended and Restated Bylaws of the Registrant (incorporated
			by reference to Exhibit 3.2 to the Registrant's Annual
			Report on Form 10-K for the year ended December 31, 1998)

	4.3 		Employment Agreement dated as of December 8, 1998 between
			the Registrant and Edmund M. Carpenter (incorporated by
			reference to Exhibit 10.14 to the Registrant's Annual
			Report on Form 10-K for the year ended December 31, 1998)

	4.4 		Key Executive Stock Plan

	5.1 		Opinion of Signe S. Gates, Esq.

	23.1 		Consent of PricewaterhouseCoopers LLP, Independent Auditors

	23.2 		Consent of Signe S. Gates, Esq. (contained in the opinion
			filed as Exhibit 5.1 to this Registration Statement)

	24.1		Power of Attorney (included on the signature page of this
			Registration Statement)

















                                                                           8



                                                                  EXHIBIT 4.4

                              BARNES GROUP INC.
                          KEY EXECUTIVE STOCK PLAN
                         EFFECTIVE DECEMBER 8, 1998


1.	PURPOSE

	The purpose of the Plan is to provide for granting to the Key Executive
Commencement Options to acquire 75,000 shares of Company stock and 60,000
Service Vested Incentive Stock Units to acquire an equal number of restricted
shares of Company stock pursuant to the Employment Agreement, as hereinafter
defined.

2.	DEFINITIONS

	All capitalized terms shall have their respective meanings as set forth
in the Employment Agreement, unless otherwise expressly provided herein.  The
following definitions shall be applicable throughout the Plan.

	(a)	"Award" means, individually or collectively, any Commencement
Option or Service Vested ISU under the Plan.

	(b) 	"Board" means the Board of Directors of the Company.

	(c)	"Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.

	(d)	"Committee" means the Compensation and Management Development
Committee of the Board.

	(e) 	"Date of Grant" means December 8, 1998.

	(f)	"Employment Agreement" means the Employment Agreement dated
December 8, 1998 between the Key Executive and the Company.

	(g)	"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

	(h)	"Fair Market Value" on a given date means the closing market
price as reported on The New York Stock Exchange Composite Transaction Index
for such day or, if the Company stock was not traded on such day, then on the
last preceding date on which the Company Stock was traded, rounded to the
next highest full cent.

	(i) "Key Executive" means Edmund M. Carpenter.




                                                                      9


	(j) 	"Plan" means the Company's 1998 Key Executive Stock Plan.

	(k) 	"Securities Act" means the Securities Act of 1933, as amended.

3.	EFFECTIVE DATE, DURATION

	The Plan is effective as of December 8, 1998.

	The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be December 8, 2008; provided, that the administration of
the Plan shall continue in effect until all matters relating to the payment
of Awards previously granted have been settled.

4. 	ADMINISTRATION

	The Plan shall be administered by the Committee, in accordance with the
Employment Agreement.  In the event of any conflict between the Plan and the
Employment Agreement, the Employment Agreement shall prevail.

	The Committee shall have the authority, subject to the provisions of
the Plan, to establish, adopt, or revise such rules and regulations and to
make all such determinations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan.  The Committee's interpretation
of the Plan or any documents evidencing Awards granted pursuant thereto and
all decisions and determinations by the Committee with respect to the Plan
shall be final, binding, and conclusive on all parties unless otherwise
determined by the Board.

5. 	GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

	(a)	As of the Date of Grant, the Key Executive shall receive:

		(i)	Commencement Options to acquire 75,000 shares of Company
	Stock in accordance with Section 4.7 of the Employment Agreement; and

		(ii)	Service Vested ISUs to acquire 60,000 restricted shares of
	Company Stock in accordance with Section 4.8 of the Employment
	Agreement.

	(b)	If the Key Executive exercising a Commencement Option pays the
purchase price of the shares subject to such Commencement Option by
delivering shares of Company Stock (either through actual delivery or by
attestation) in accordance with the provisions of Section 7(b) below, or pays
the withholding taxes due in connection with the grant, exercise, vesting,
distribution, or payment of any Commencement Option or the shares subject
thereto (including without limitation any withholding taxes due as a result
of an election made by the Key Executive under Section 83(b) of the Code) by
delivering shares of Company Stock or having the Company withhold shares of
Company Stock otherwise issuable in connection with the Award in accordance
with the provisions of Section 9(c) below, the number of shares so delivered
or withheld shall be added back




                                                                    10

to the aggregate number of shares available for issuance or transfer under
the Plan so that the aggregate number of shares that may be issued or
transferred under the Plan pursuant to Section 5(a) above shall have been
charged only for the net number of shares issued or transferred by the
Company in connection with the Award.

	(c)	Company Stock delivered by the Company in settlement of Awards
under the Plan may be authorized and unissued Company Stock or Company Stock
held in the treasury of the Company or may be purchased on the open market or
by private purchase.

6. 	ELIGIBILITY

	Participation shall be limited to the Key Executive.

7. 	COMMENCEMENT OPTION

	The Committee shall grant to the Key Executive the Commencement Option
subject to the Employment Agreement and the following conditions.

	(a)	OPTION PRICE.  The Option Price per share of Company Stock for
the Commencement Options shall be 85% of the Fair Market Value of the Company
Stock at the time of the grant; provided, that the Option Price shall not be
less than the par value of the Company Stock.

	(b)	MANNER OF EXERCISE AND FORM OF PAYMENT.  The Commencement
Options, upon becoming exercisable, may be exercised in accordance with the
Employment Agreement.  The Option Price shall be payable either (i) by United
States dollars in cash or by check, (ii) at the discretion of the Committee,
by either actual delivery of shares or by attestation, through shares of
Company Stock valued at the Fair Market Value at the time the Commencement
Option is exercised, or (iii) at the discretion of the Committee, by any
combination of (i) and (ii) above.

	(c)	OPTION PERIOD AND EXPIRATION.  The Commencement Options shall
vest and become exercisable ratably on each of the first four anniversaries
of the Date of Grant, based on the Key Executive's continued employment with
the Company and in accordance with the Employment Agreement, including
without limitation clauses (iii) and (iv) of the second sentence of Section
4.7 thereof.

	(d)	OTHER TERMS AND CONDITIONS.   In addition, the Commencement
Options shall be evidenced by an Award Agreement in accordance with the
Employment Agreement.

8. 	INCENTIVE STOCK UNITS.

	(a)	AWARD GRANT.  As of the Date of Grant, the Company shall grant to
the Key Executive 60,000 Service Vested ISUs which, subject to the Employment





                                                                           11


Agreement, shall entitle him to receive (i) 40,000 shares of Company Stock
on December 8, 2001, provided that he is an employee of the Company on such
date; and (ii) 20,000 shares of Company Stock on December 8, 2003, provided
that he is then an employee of the Company.

	(b)	OTHER TERMS AND CONDITIONS.  The Service Vested ISUs shall be
evidenced by Award Agreements in accordance with the Employment Agreement.

9. 	GENERAL

	(a)	PRIVILEGES OF STOCK OWNERSHIP.  Except as otherwise specifically
provided in the applicable Award Agreement, no person shall be entitled to
the privileges of stock ownership in respect of shares of Company Stock which
are subject to Awards hereunder until a stock certificate for such shares has
been issued to that person.

	(b)	GOVERNMENT AND OTHER REGULATIONS.  The obligation of the Company
to make payment of Awards shall be subject to all applicable laws, rules, and
regulations, and to such approvals by governmental agencies as may be
required.  Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to
sell and shall be prohibited from offering to sell or selling any shares of
Company Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission.

	(c)	TAX WITHHOLDING.  Notwithstanding any other provision of the Plan
or the Employment Agreement, the Company shall have the right to deduct from
all Awards Company Stock, valued at Fair Market Value on the date of payment,
in an amount necessary to satisfy all Federal, state or local taxes as
required by law to be withheld with respect to such Awards and, the Holder
may be required to pay to the Company prior to delivery of such Company
Stock, the amount of any such taxes which the Company is required to
withhold, if any, with respect to such Company Stock.  The Company shall
accept shares of Company Stock of equivalent Fair Market Value on the date of
payment, in payment of such withholding tax obligations if the Holder of the
Award elects to make payment in such manner.

	(d)	EMPLOYMENT OR SERVICE RIGHTS.  Neither the Plan nor any action
taken hereunder shall be construed as giving the Key Executive any right to
be retained in the employ or service of the Company that he does not have
under the Employment Agreement.

	(e)	NO LIABILITY OF COMMITTEE MEMBERS.  No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on such member's behalf in such member's capacity
as a member of the Committee nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each member of the
Committee and each other employee, officer or director of the Company to whom
any duty or power relating to the




                                                                           12


administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim) arising out of any act or omission to
act in connection with the Plan unless arising out of such person's own fraud
or willful bad faith; provided, however, that approval of the Board shall be
required for the payment of any amount in settlement of a claim against any
such person.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or By-Laws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

	(f)	GOVERNING LAW.  The Plan shall be governed by and construed in
accordance with the internal laws of the State of Connecticut without
reference to the principles of conflict of laws.

	(g)	FUNDING.  No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are
made or otherwise to segregate any assets, nor shall the Company maintain
separate bank accounts, books, records or other evidence of the existence of
a segregated or separately maintained or administered fund for such purposes.
The Key Executive shall have no rights under the Plan other than as an
unsecured general creditor of the Company.

	(h)	RELIANCE ON REPORTS.  Each member of the Committee and each
member of the Board shall be fully justified in relying, acting or failing to
act, and shall not be liable for having so relied, acted or failed to act in
good faith, upon any report made by the independent public accountants of the
Company and upon any other information furnished in connection with the Plan
by any person or persons other than such member.

	(i)	RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall
be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the
Company except as otherwise specifically provided in such other plan.

	(j)	EXPENSES.  The expenses of administering the Plan shall be borne
by the Company.

	(k)	TITLES AND HEADINGS.  The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

10. 	CHANGES IN CAPITAL STRUCTURE

Awards granted under the Plan and any Award Agreement shall be subject
to equitable adjustment or substitution, as determined by the Committee in
its sole discretion, as to the number, price or kind of a share of Company
Stock subject to such Award (i) in



                                                                    13



the event of changes in the outstanding Company Stock or in the capital
structure of the Company by reason of stock dividends, stock splits, reverse
stock splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization
occurring after the Date of Grant of any such Award, (ii) in the event of any
change in applicable laws or any change in circumstances which results in or
would result in any substantial dilution or enlargement of the rights granted
to, or available for, the Key Executive in the Plan, or (iii) upon the
occurrence of any other event which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan.











































                                                                           14





                                                                    EXHIBIT 5.1


                        [BARNES GROUP INC. LETTERHEAD]


                                            March 26, 2001



Barnes Group Inc.
123 Main Street
Bristol, Connecticut  06010

Ladies and Gentlemen:

		I am the Senior Vice President, General Counsel and Secretary of
Barnes Group Inc., a Delaware corporation (the "Company"), and I have acted
as legal counsel to the Company in connection with the filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Registration Statement"),
relating to 135,000 shares (the "Shares") of the Company's common stock, par
value $.01 per share (the "Common Stock"), issuable under the Key Executive
Stock Plan (the "Plan").

		In my capacity as General Counsel and Secretary of the Company, I
have examined and am familiar with (i) the Registration Statement; (ii) the
Plan; (iii) the Restated Certificate of Incorporation and By-Laws of the
Company, each as amended to date; (iv) certain resolutions adopted by the
Board of Directors of the Company relating to authorizing the Company's
entering into the Employment Agreement dated as of December 8, 1998 between
the Company and Edmund M. Carpenter, which Employment Agreement contemplates
grants to Mr. Carpenter of options, and incentive stock units, to acquire the
shares and the registration thereof; and (v) such agreements, certificates of
public officials, certificates of officers or representatives of the Company
and others and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In such examination, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents.  As to any facts
material to the opinion expressed herein that I have not independently
established or verified, I have relied upon statements and representations of
officers and other representatives of the Company and others.






                                                                           15


		Based upon and subject to the foregoing, I am of the opinion that
the Shares have been duly authorized for issuance and, when the Shares have
been paid for and certificates therefor have been issued and delivered in
accordance with the terms of the Plan, the Shares will be legally issued, fully
paid and nonassessable.

		I consent to the filing of this opinion as an exhibit to the
Registration Statement but do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

		I am furnishing this opinion in connection with the filing of the
Registration Statement, and it may not be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by any other
person without my express written consent.

                                    Very truly yours,


                                    /s/ Signe S. Gates
                                    ------------------
                                    Signe S. Gates
SSG/ekt






























                                                                           16



                                                                 EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
of Barnes Group Inc.


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 2001 relating to the
financial statements, which appears on page 22 of the 2000 Annual Report to
Stockholders of Barnes Group Inc., which is incorporated by reference in
Barnes Group Inc.'s Annual Report on Form 10-K for the year ended December
31, 2000.


/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
March 26, 2001






























                                                                           17
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UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             BARNES GROUP INC.
----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

      Delaware                                         06-0247840
----------------------------------------------------------------------------
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization                   Identification No.)

123 Main Street, Bristol, Connecticut                     06010
----------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)

                          Key Executive Stock Plan
----------------------------------------------------------------------------
                          (Full title of the plan)

Signe S. Gates, Senior Vice President,       Barnes Group Inc.
General Counsel and Secretary                123 Main Street
                                             Bristol, CT  06010
----------------------------------------------------------------------------
                   (Name and address of agent for service)

                                 860/583-7070
----------------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)
----------------------------------------------------------------------------

                                                                            1

                    CALCULATION OF REGISTRATION FEE
                    -------------------------------
                                Proposed       Proposed
   Title of                     maximum        maximum
 securities to  Amount to be    offering       aggregate      Amount of
 be registered   registered     price per      offering     registration
                                 share           price           fee
                               (1)    (2)         (2)
---------------------------------------------------------------------------
Common             135,000       $18.85       $2,544,750       $636.19
Stock, par
value $.01
per share (3)
---------------------------------------------------------------------------
(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Based on the average of the high and low prices per share of the
	Registrant's common stock reported on the New York Stock Exchange on
	March 21, 2001, as set forth in Rules 457(c) and 457(h).

(3)	This Registration Statement also pertains to preferred stock purchase
	rights ("Rights") of the Registrant.  Until the occurrence of certain
	prescribed events, the Rights are not exercisable, will be evidenced by
	the certificates for the common stock and will be transferred along
	with and only with the common stock.

                                  PART II

Item 3.	Incorporation of Documents by Reference.

		There is incorporated herein by reference the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, previously
filed by Barnes Group Inc. (the "Registrant" or the "Company") with the
Securities and Exchange Commission; the description of the Registrant's
common stock contained in the Registrant's Registration Statement on Form 10
filed with the Securities and Exchange Commission on August 21, 1963 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description; and the description of the Registrant's preferred stock purchase
rights contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on December 20, 1996 under the
Exchange Act, as amended by Form 8-A/A filed on March 18, 1999, and including
any further amendment or report filed for the purpose of updating such
description.

		All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective

                                                                            2

amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 5.	Interests of Named Experts and Counsel.

		The legality of the common stock being registered by this
Registration Statement has been passed upon by Signe S. Gates, Senior Vice
President, General Counsel and Secretary of the Company.  As of March 21,
2001, Ms. Gates owned 4,322 shares of the Company's common stock, par value
$0.01 per share; 10,000 restricted stock units under the Barnes Group Inc.
Employee Stock and Ownership Program (the "Program") which will entitle her
to receive an equal number of shares of the Company's common stock as such
units vest prorata on the third, fourth and fifth anniversaries of the date
of grant, provided, that she is then employed by the Company; and options to
purchase 175,393 shares of the Company common stock under the Program and the
Barnes Group Inc. 1991 Stock Incentive Plan, 37,639 of which options are
vested.

Item 6.	Indemnification of Directors and Officers.

		Article V of the Registrant's By-Laws states that the Registrant
shall indemnify and hold harmless its directors and officers to the fullest
extent permitted by the laws of Delaware.

		The Registrant has also entered into an indemnification agreement
with each of its directors and executive officers.  Such agreement provides
that the Registrant shall indemnify, and advance expenses, to the indemnified
person to the fullest extent permitted by applicable law in effect on the
date of such agreement and to such greater extent as thereafter permitted by
law.  The agreement is governed by Delaware law.  Such rights to
indemnification and expense advancement are provided when the indemnified
person is, or is threatened to be made, a party to certain proceedings or is
a witness in such proceedings because of his or her role as a director or
officer of the Registrant.  The indemnification agreement remains in effect
for 10 years after the indemnified person ceases to be an officer or director
of the Registrant, or until final termination of all proceedings in which he
or she is protected under the agreement, whichever is later.

		Section 145 of the Delaware Corporation Law provides, in general,
for the indemnification of any director or officer who was, is, or is
threatened to be made a party in any action, suit or proceeding (other than
an action by or in the right of the Registrant).  In general, each director
and officer is indemnified against losses by reason of his or her being an
officer or director of the Company provided that he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the

                                                                           3

best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her
conduct was unlawful.

		The directors and officers of the Registrant are covered by a
policy of insurance under which they are insured, within limits and subject
to certain limitations, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings in which they
are parties by reason of being or having been directors or officers,
including actions, suits or proceedings arising out of any actual or alleged
error, misstatement, misleading statement, act or omission, or neglect or
breach of duty.  The Registrant is similarly insured, under such policy, with
respect to certain payments it might be required to make to its directors or
officers in accordance with applicable law and the Registrant's By-Laws
provisions relating to indemnification.

		Section 102(b)(7) of the Delaware General Corporation Law permits
a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a
director, except for liability (i) for any breach of a director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for improper payment of dividends, stock purchases or redemptions
of shares, or (iv) for any transaction from which the director derives an
improper personal benefit.  The Registrant's Restated Certificate of
Incorporation includes such a provision.

Item 8.	Exhibits.

		The Exhibits required by Item 601 of Regulation S-K are filed as
Exhibits to this Registration Statement and indexed at page 8 of this
Registration Statement.

Item 9.	Undertakings.

		The undersigned Registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being
		made, a post-effective amendment to this Registration Statement;

		(i)	To include any prospectus required by Section 10(a)(3)
			of the Securities Act of 1933;

		(ii)	To reflect in the prospectus any facts or events arising
			after the effective date of the Registration Statement
			(or the most recent post-effective amendment thereof)
			which, individually or in the aggregate, represent a
			fundamental change in the information set forth in the
			Registration Statement;

                                                                         4

		(iii)	To include any material information with respect to the
			plan of distribution not previously disclosed in the
			registration statement or any material change to such
			information set forth in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the
		Securities Act of 1933, each such post-effective amendment shall
		be deemed to be a new registration statement relating to the
		securities offered therein, and the offering of such securities
		at that time shall be deemed to be the initial bona fide offering
		thereof.

	(3)	To remove from registration by means of a post-effective
		amendment any of the securities being registered which remain
		unsold at the termination of the offering.

		The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

		Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                                                            5

                               SIGNATURES

		Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bristol, State of Connecticut, on
March 26, 2001.

					BARNES GROUP INC.

					By:  /s/ John R. Arrington
					     -----------------------------------
					     John R. Arrington
					     Senior Vice President, Human Resources

		Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.  Each person whose signature
appears below hereby authorizes William C. Denninger and Signe S. Gates and
each of them, with full power of substitution, to execute in the name and on
behalf of such person any amendment (including any post-effective amendment)
to this Registration Statement and to file the same, with exhibits thereto,
and other documents in connection therewith, making such changes in this
Registration Statement as the person(s) so acting deems appropriate, and
appoints each of such persons, each with full power of substitution,
attorney-in-fact to sign any amendment (including any post-effective
amendment) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.

                                                                            6

Signature								Date

/s/ Edmund M. Carpenter						March 26, 2001
--------------------------------------
Edmund M. Carpenter
President and Chief Executive Officer
(the principal executive officer) and Director

/s/ William C. Denninger					March 26, 2001
--------------------------------------
William C. Denninger
Senior Vice President, Finance and
Chief Financial Officer
(the principal financial officer)

/s/ Francis C. Boyle, Jr.					March 26, 2001
---------------------------------------
Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)

/s/ John W. Alden							March 26, 2001
---------------------------------------
John W. Alden
Director

/s/ Thomas O. Barnes						March 26, 2001
---------------------------------------
Thomas O. Barnes
Director

/s/ Gary G. Benanav						March 26, 2001
---------------------------------------
Gary G. Benanav
Director

/s/ William S. Bristow, Jr.					March 26, 2001
---------------------------------------
William S. Bristow, Jr.
Director

/s/ Robert J. Callander						March 26, 2001
---------------------------------------
Robert J. Callander
Director

/s/ George T. Carpenter						March 26, 2001
---------------------------------------
George T. Carpenter
Director

/s/ Frank E. Grzelecki						March 26, 2001
---------------------------------------
Frank E. Grzelecki
Director
                                                                           7

                                 EXHIBIT INDEX

                               BARNES GROUP INC.

                      Registration Statement on Form S-8
                       for the Key Executive Stock Plan

Exhibit Number                   Description

	4.1		Restated Certificate of Incorporation of the Registrant
			(incorporated by reference to Exhibit 3.1 to the
			Registrant's Annual Report on Form 10-K for the year ended
			December 31, 1997)

	4.2 		Amended and Restated Bylaws of the Registrant (incorporated
			by reference to Exhibit 3.2 to the Registrant's Annual
			Report on Form 10-K for the year ended December 31, 1998)

	4.3 		Employment Agreement dated as of December 8, 1998 between
			the Registrant and Edmund M. Carpenter (incorporated by
			reference to Exhibit 10.14 to the Registrant's Annual
			Report on Form 10-K for the year ended December 31, 1998)

	4.4 		Key Executive Stock Plan

	5.1 		Opinion of Signe S. Gates, Esq.

	23.1 		Consent of PricewaterhouseCoopers LLP, Independent Auditors

	23.2 		Consent of Signe S. Gates, Esq. (contained in the opinion
			filed as Exhibit 5.1 to this Registration Statement)

	24.1		Power of Attorney (included on the signature page of this
			Registration Statement)

                                                                           8

                                                                  EXHIBIT 4.4

                              BARNES GROUP INC.
                          KEY EXECUTIVE STOCK PLAN
                         EFFECTIVE DECEMBER 8, 1998

1.	PURPOSE

	The purpose of the Plan is to provide for granting to the Key Executive
Commencement Options to acquire 75,000 shares of Company stock and 60,000
Service Vested Incentive Stock Units to acquire an equal number of restricted
shares of Company stock pursuant to the Employment Agreement, as hereinafter
defined.

2.	DEFINITIONS

	All capitalized terms shall have their respective meanings as set forth
in the Employment Agreement, unless otherwise expressly provided herein.  The
following definitions shall be applicable throughout the Plan.

	(a)	"Award" means, individually or collectively, any Commencement
Option or Service Vested ISU under the Plan.

	(b) 	"Board" means the Board of Directors of the Company.

	(c)	"Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.

	(d)	"Committee" means the Compensation and Management Development
Committee of the Board.

	(e) 	"Date of Grant" means December 8, 1998.

	(f)	"Employment Agreement" means the Employment Agreement dated
December 8, 1998 between the Key Executive and the Company.

	(g)	"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

	(h)	"Fair Market Value" on a given date means the closing market
price as reported on The New York Stock Exchange Composite Transaction Index
for such day or, if the Company stock was not traded on such day, then on the
last preceding date on which the Company Stock was traded, rounded to the
next highest full cent.

	(i) "Key Executive" means Edmund M. Carpenter.

                                                                      9

	(j) 	"Plan" means the Company's 1998 Key Executive Stock Plan.

	(k) 	"Securities Act" means the Securities Act of 1933, as amended.

3.	EFFECTIVE DATE, DURATION

	The Plan is effective as of December 8, 1998.

	The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be December 8, 2008; provided, that the administration of
the Plan shall continue in effect until all matters relating to the payment
of Awards previously granted have been settled.

4. 	ADMINISTRATION

	The Plan shall be administered by the Committee, in accordance with the
Employment Agreement.  In the event of any conflict between the Plan and the
Employment Agreement, the Employment Agreement shall prevail.

	The Committee shall have the authority, subject to the provisions of
the Plan, to establish, adopt, or revise such rules and regulations and to
make all such determinations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan.  The Committee's interpretation
of the Plan or any documents evidencing Awards granted pursuant thereto and
all decisions and determinations by the Committee with respect to the Plan
shall be final, binding, and conclusive on all parties unless otherwise
determined by the Board.

5. 	GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

	(a)	As of the Date of Grant, the Key Executive shall receive:

		(i)	Commencement Options to acquire 75,000 shares of Company
	Stock in accordance with Section 4.7 of the Employment Agreement; and

		(ii)	Service Vested ISUs to acquire 60,000 restricted shares of
	Company Stock in accordance with Section 4.8 of the Employment
	Agreement.

	(b)	If the Key Executive exercising a Commencement Option pays the
purchase price of the shares subject to such Commencement Option by
delivering shares of Company Stock (either through actual delivery or by
attestation) in accordance with the provisions of Section 7(b) below, or pays
the withholding taxes due in connection with the grant, exercise, vesting,
distribution, or payment of any Commencement Option or the shares subject
thereto (including without limitation any withholding taxes due as a result
of an election made by the Key Executive under Section 83(b) of the Code) by
delivering shares of Company Stock or having the Company withhold shares of
Company Stock otherwise issuable in connection with the Award in accordance
with the provisions of Section 9(c) below, the number of shares so delivered
or withheld shall be added back

                                                                    10

to the aggregate number of shares available for issuance or transfer under
the Plan so that the aggregate number of shares that may be issued or
transferred under the Plan pursuant to Section 5(a) above shall have been
charged only for the net number of shares issued or transferred by the
Company in connection with the Award.

	(c)	Company Stock delivered by the Company in settlement of Awards
under the Plan may be authorized and unissued Company Stock or Company Stock
held in the treasury of the Company or may be purchased on the open market or
by private purchase.

6. 	ELIGIBILITY

	Participation shall be limited to the Key Executive.

7. 	COMMENCEMENT OPTION

	The Committee shall grant to the Key Executive the Commencement Option
subject to the Employment Agreement and the following conditions.

	(a)	OPTION PRICE.  The Option Price per share of Company Stock for
the Commencement Options shall be 85% of the Fair Market Value of the Company
Stock at the time of the grant; provided, that the Option Price shall not be
less than the par value of the Company Stock.

	(b)	MANNER OF EXERCISE AND FORM OF PAYMENT.  The Commencement
Options, upon becoming exercisable, may be exercised in accordance with the
Employment Agreement.  The Option Price shall be payable either (i) by United
States dollars in cash or by check, (ii) at the discretion of the Committee,
by either actual delivery of shares or by attestation, through shares of
Company Stock valued at the Fair Market Value at the time the Commencement
Option is exercised, or (iii) at the discretion of the Committee, by any
combination of (i) and (ii) above.

	(c)	OPTION PERIOD AND EXPIRATION.  The Commencement Options shall
vest and become exercisable ratably on each of the first four anniversaries
of the Date of Grant, based on the Key Executive's continued employment with
the Company and in accordance with the Employment Agreement, including
without limitation clauses (iii) and (iv) of the second sentence of Section
4.7 thereof.

	(d)	OTHER TERMS AND CONDITIONS.   In addition, the Commencement
Options shall be evidenced by an Award Agreement in accordance with the
Employment Agreement.

8. 	INCENTIVE STOCK UNITS.

	(a)	AWARD GRANT.  As of the Date of Grant, the Company shall grant to
the Key Executive 60,000 Service Vested ISUs which, subject to the Employment

                                                                           11

Agreement, shall entitle him to receive (i) 40,000 shares of Company Stock
on December 8, 2001, provided that he is an employee of the Company on such
date; and (ii) 20,000 shares of Company Stock on December 8, 2003, provided
that he is then an employee of the Company.

	(b)	OTHER TERMS AND CONDITIONS.  The Service Vested ISUs shall be
evidenced by Award Agreements in accordance with the Employment Agreement.

9. 	GENERAL

	(a)	PRIVILEGES OF STOCK OWNERSHIP.  Except as otherwise specifically
provided in the applicable Award Agreement, no person shall be entitled to
the privileges of stock ownership in respect of shares of Company Stock which
are subject to Awards hereunder until a stock certificate for such shares has
been issued to that person.

	(b)	GOVERNMENT AND OTHER REGULATIONS.  The obligation of the Company
to make payment of Awards shall be subject to all applicable laws, rules, and
regulations, and to such approvals by governmental agencies as may be
required.  Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to
sell and shall be prohibited from offering to sell or selling any shares of
Company Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission.

	(c)	TAX WITHHOLDING.  Notwithstanding any other provision of the Plan
or the Employment Agreement, the Company shall have the right to deduct from
all Awards Company Stock, valued at Fair Market Value on the date of payment,
in an amount necessary to satisfy all Federal, state or local taxes as
required by law to be withheld with respect to such Awards and, the Holder
may be required to pay to the Company prior to delivery of such Company
Stock, the amount of any such taxes which the Company is required to
withhold, if any, with respect to such Company Stock.  The Company shall
accept shares of Company Stock of equivalent Fair Market Value on the date of
payment, in payment of such withholding tax obligations if the Holder of the
Award elects to make payment in such manner.

	(d)	EMPLOYMENT OR SERVICE RIGHTS.  Neither the Plan nor any action
taken hereunder shall be construed as giving the Key Executive any right to
be retained in the employ or service of the Company that he does not have
under the Employment Agreement.

	(e)	NO LIABILITY OF COMMITTEE MEMBERS.  No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on such member's behalf in such member's capacity
as a member of the Committee nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each member of the
Committee and each other employee, officer or director of the Company to whom
any duty or power relating to the

                                                                           12

administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim) arising out of any act or omission to
act in connection with the Plan unless arising out of such person's own fraud
or willful bad faith; provided, however, that approval of the Board shall be
required for the payment of any amount in settlement of a claim against any
such person.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or By-Laws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

	(f)	GOVERNING LAW.  The Plan shall be governed by and construed in
accordance with the internal laws of the State of Connecticut without
reference to the principles of conflict of laws.

	(g)	FUNDING.  No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are
made or otherwise to segregate any assets, nor shall the Company maintain
separate bank accounts, books, records or other evidence of the existence of
a segregated or separately maintained or administered fund for such purposes.
The Key Executive shall have no rights under the Plan other than as an
unsecured general creditor of the Company.

	(h)	RELIANCE ON REPORTS.  Each member of the Committee and each
member of the Board shall be fully justified in relying, acting or failing to
act, and shall not be liable for having so relied, acted or failed to act in
good faith, upon any report made by the independent public accountants of the
Company and upon any other information furnished in connection with the Plan
by any person or persons other than such member.

	(i)	RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall
be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the
Company except as otherwise specifically provided in such other plan.

	(j)	EXPENSES.  The expenses of administering the Plan shall be borne
by the Company.

	(k)	TITLES AND HEADINGS.  The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

10. 	CHANGES IN CAPITAL STRUCTURE

Awards granted under the Plan and any Award Agreement shall be subject
to equitable adjustment or substitution, as determined by the Committee in
its sole discretion, as to the number, price or kind of a share of Company
Stock subject to such Award (i) in

                                                                    13

the event of changes in the outstanding Company Stock or in the capital
structure of the Company by reason of stock dividends, stock splits, reverse
stock splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization
occurring after the Date of Grant of any such Award, (ii) in the event of any
change in applicable laws or any change in circumstances which results in or
would result in any substantial dilution or enlargement of the rights granted
to, or available for, the Key Executive in the Plan, or (iii) upon the
occurrence of any other event which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan.

                                                                           14

                                                                    EXHIBIT 5.1

                        [BARNES GROUP INC. LETTERHEAD]

                                            March 26, 2001

Barnes Group Inc.
123 Main Street
Bristol, Connecticut  06010

Ladies and Gentlemen:

		I am the Senior Vice President, General Counsel and Secretary of
Barnes Group Inc., a Delaware corporation (the "Company"), and I have acted
as legal counsel to the Company in connection with the filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Registration Statement"),
relating to 135,000 shares (the "Shares") of the Company's common stock, par
value $.01 per share (the "Common Stock"), issuable under the Key Executive
Stock Plan (the "Plan").

		In my capacity as General Counsel and Secretary of the Company, I
have examined and am familiar with (i) the Registration Statement; (ii) the
Plan; (iii) the Restated Certificate of Incorporation and By-Laws of the
Company, each as amended to date; (iv) certain resolutions adopted by the
Board of Directors of the Company relating to authorizing the Company's
entering into the Employment Agreement dated as of December 8, 1998 between
the Company and Edmund M. Carpenter, which Employment Agreement contemplates
grants to Mr. Carpenter of options, and incentive stock units, to acquire the
shares and the registration thereof; and (v) such agreements, certificates of
public officials, certificates of officers or representatives of the Company
and others and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In such examination, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents.  As to any facts
material to the opinion expressed herein that I have not independently
established or verified, I have relied upon statements and representations of
officers and other representatives of the Company and others.

                                                                           15

		Based upon and subject to the foregoing, I am of the opinion that
the Shares have been duly authorized for issuance and, when the Shares have
been paid for and certificates therefor have been issued and delivered in
accordance with the terms of the Plan, the Shares will be legally issued, fully
paid and nonassessable.

		I consent to the filing of this opinion as an exhibit to the
Registration Statement but do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

		I am furnishing this opinion in connection with the filing of the
Registration Statement, and it may not be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by any other
person without my express written consent.

                                    Very truly yours,

                                    /s/ Signe S. Gates
                                    ------------------
                                    Signe S. Gates
SSG/ekt

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                                                                 EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Barnes Group Inc.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 2001 relating to the
financial statements, which appears on page 22 of the 2000 Annual Report to
Stockholders of Barnes Group Inc., which is incorporated by reference in
Barnes Group Inc.'s Annual Report on Form 10-K for the year ended December
31, 2000.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
March 26, 2001

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