As filed with the Securities and Exchange Commission on February 17, 2004
                                              Registration No.  333-
---------------------------------------------------------------------------

                      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 of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

          123 Main Street                                    06011
        Bristol, Connecticut                               (Zip Code)
(Address of principal executive offices)


                   Barnes Group Inc. Retirement Savings Plan
       (formerly the Barnes Group Inc. Guaranteed Stock Plan and Trust)
                           (Full title of the plan)

                                SIGNE S. GATES
             Senior Vice President, General Counsel and Secretary
                              Barnes Group Inc.
                               123 Main Street
                              Bristol, CT 06011
                   (Name and address of agent for service)

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

                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                  Proposed       Proposed
                                  maximum        maximum
   Title of                       offering       aggregate     Amount of
 securities to   Amount to be     price per      offering     registration
 be registered    registered       share          price            fee
---------------------------------------------------------------------------
Common              500,000       $29.20 (3)   $14,597,500 (3)    $1,850
Stock, $.01
par value (1)(2)
---------------------------------------------------------------------------

     (1)  This registration statement also pertains to preferred stock
purchase rights ("Rights") of the Barnes Group Inc.  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.

     (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Barnes Group Retirement
Savings Plan described herein and, pursuant to Rule 416(b), also covers an
indeterminate number of additional shares of common stock that may be offered
or issued pursuant to such plan as a result of stock splits, stock dividends
or similar transactions.

     (3)  Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c) and (h)(1), on the basis of the average of the high
and low reported sales price of the Common Stock on the New York Stock
Exchange-Composite Tape on February 13, 2004.


<PAGE>


                               EXPLANATORY NOTE

     This Registration Statement is being filed pursuant to General
Instruction E to Form S-8, as amended.  Pursuant to General Instruction E,
this Registration Statement registers an additional 500,000 shares of Common
Stock, $.01 par value, of Barnes Group Inc. to be offered or sold pursuant to
the Barnes Group Retirement Savings Plan (the "Plan").  A total of 3,600,000
shares (after giving effect to a three-for-one stock split effected  on
February 21, 1997) of Common Stock to be offered or sold pursuant to the Plan
have previously been registered pursuant to registration statements on Form
S-8 numbered 33-30229 and 33-20932 (as amended, the "Prior Registration
Statements").  The contents of the Prior Registration Statements are
incorporated by reference into this Registration Statement and amended and
restated by the contents of Parts I and II hereof.










                                     2


<PAGE>


PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents previously filed (File No. 1-4801) by Barnes
Group Inc. (the "Registrant") and the Barnes Group Retirement Savings Plan
(the "Plan") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:

            1.    The Registrant's Annual Report on Form 10-K for the fiscal
      year ended December 31, 2002 and the Plan's Annual Report on Form 11-K
      for the fiscal year ended December 31, 2002;

            2.    The Registrant's Quarterly Reports on Form 10-Q for the
      quarters ended March 31, 2003, June 30, 2003 and September 30, 2003;

            3.    The Registrant's Current Reports on Form 8-K filed with the
      Commission on January 21, 2003, February 2, 2003 (as amended by Form 8-
      K/A filed with the Commission on April 14, 2003), May 22, 2003 and
      February 13, 2004;

            4.    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

            5.    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 other documents subsequently filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all the
securities offered hereby have been sold or which deregisters all the
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents (such documents and the documents enumerated
above being hereinafter referred to as "Incorporated Documents"); provided
however, that the documents enumerated above or subsequently filed by the
Registrant and the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made by this registration
statement is in effect prior to the filing with the Commission of the
Registrant's Annual Report on Form 10-K and the Plan's Annual Report on Form
11-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Reports.


                                      3


<PAGE>


      Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for the purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

      The securities to be offered are registered under Section 12(b) of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Article IV 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 the State 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 registrant 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 best
interests of the registrant, 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 its By-law 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 corporation 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.


                                      4


<PAGE>


Item 7.  Exemption from Registration Claimed.

      Not applicable.

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 10 of this
registration statement.

      The Registrant hereby undertakes that it has or will submit the Plan
and any amendment thereto to the Internal Revenue Service in a timely manner
for its determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and has or will make all changes required by the
Internal Revenue Service in order to so qualify the Plan.

Item 9.  Undertakings.

      (a)  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. Notwithstanding the foregoing, any
      increase or decrease in volume of securities offered (if the total
      dollar value of securities offered would not exceed that which was
      registered) and any deviation from the low or high end of the estimated
      maximum offering range may be reflected in the form of prospectus filed
      with the Securities and Exchange Commission pursuant to Rule 424(b)
      under the Securities Act of 1933 if, in the aggregate, the changes in
      volume and price represent no more than a 20% change in the maximum
      aggregate offering price set forth in the "Calculation of Registration
      Fee" table in the effective registration statement.

      (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 in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3, Form S-8 or Form F-
      3, 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 section 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


                                      5


<PAGE>


registered which remain unsold at the termination of the offering.

      (b)  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 (and, where applicable, each filing of
the Plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement
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.

      (c)  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 foregoing provisions,
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.




                                      6


<PAGE>


                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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
February 17, 2004.

                                    BARNES GROUP INC.


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









<PAGE>


                       SIGNATURES AND POWER OF ATTORNEY

          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
appoint 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.


Signature                           Title                          Date
---------                           -----                          ----

/s/ Edmund M. Carpenter          President and Chief        February 17, 2004
-----------------------------    Executive Officer (the
Edmund M. Carpenter              principal executive officer)
                                 and Director

/s/ William C. Denninger         Senior Vice President,     February 17, 2004
-----------------------------    Finance and Chief
William C. Denninger             Financial Officer (the
                                 principal financial officer)

/s/ Francis C. Boyle, Jr.        Vice President,            February 17, 2004
-----------------------------    Controller (the principal
Francis C. Boyle, Jr.            accounting officer)

/s/ John W. Alden                Director                   February 17, 2004
-----------------------------
John W. Alden

/s/ Thomas O. Barnes             Director                   February 17, 2004
-----------------------------
Thomas O. Barnes

/s/ Gary G. Benanav              Director                   February 17, 2004
-----------------------------
Gary G. Benanav

/s/ William S. Bristow, Jr.      Director                   February 17, 2004
-----------------------------
William S. Bristow, Jr.

/s/ George T. Carpenter          Director                   February 17, 2004
-----------------------------
George T. Carpenter

/s/ Frank E. Grzelecki           Director                   February 17, 2004
-----------------------------
Frank E. Grzelecki

/s/ G. Jackson Ratcliffe, Jr.    Director                   February 17, 2004
-----------------------------
G. Jackson Ratcliffe, Jr.

/s/ Mylle H. Mangum              Director                   February 17, 2004
-----------------------------
Mylle H. Mangum

/s/ Donald W. Griffin            Director                   February 17, 2004
-----------------------------
Donald W. Griffin


<PAGE>



      The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Benefits Committee of Barnes Group Inc., the administrator of the Barnes
Group Retirement Savings Plan, has duly caused this registration statement,
or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bristol, State of Connecticut, on
February 17, 2004.


                                         Barnes Group Retirement Savings Plan


                                         By: /s/  John R. Arrington
                                            ------------------------
                                            John R. Arrington
                                            Chairman, Benefits Committee








<PAGE>


                               INDEX TO EXHIBITS

Exhibit
   No.                  Description                                 Page
-------                 -----------                                 ----

   23      Consent of PricewaterhouseCoopers, LLP,                    11
           Independent Auditors

   24      Power of Attorney (included in signature page
           of this registration statement).








<PAGE>


                                                               EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS




We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 2003 (except for Note
3, which is as of February 6, 2003) relating to the financial statements and
financial statement schedule of Barnes Group Inc., which appears in Barnes
Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002.


/s/ PricewaterhouseCoopers LLP
------------------------------

PricewaterhouseCoopers LLP
February 12, 2004
[{"type": "S-8", "sequence": "1", "filename": "s-8021704.txt", "description": "BARNES GROUP INC FORM S-8 DATED 2/17/2004", "secsgml_size_bytes": 22967}]
{"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": "S-8", "act": "33", "file-number": "333-112869", "film-number": "04602684"}, "business-address": {"street1": "123 MAIN ST", "city": "BRISTOL", "state": "CT", "zip": "06010", "phone": "8605837070"}, "mail-address": {"street1": "123 MAIN ST", "city": "BRISTOL", "state": "CT", "zip": "06010"}, "former-company": {"former-conformed-name": "ASSOCIATED SPRING CORP", "date-changed": "19760518"}}
As filed with the Securities and Exchange Commission on February 17, 2004
                                              Registration No.  333-
---------------------------------------------------------------------------

                      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 of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

          123 Main Street                                    06011
        Bristol, Connecticut                               (Zip Code)
(Address of principal executive offices)

                   Barnes Group Inc. Retirement Savings Plan
       (formerly the Barnes Group Inc. Guaranteed Stock Plan and Trust)
                           (Full title of the plan)

                                SIGNE S. GATES
             Senior Vice President, General Counsel and Secretary
                              Barnes Group Inc.
                               123 Main Street
                              Bristol, CT 06011
                   (Name and address of agent for service)

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

                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                  Proposed       Proposed
                                  maximum        maximum
   Title of                       offering       aggregate     Amount of
 securities to   Amount to be     price per      offering     registration
 be registered    registered       share          price            fee
---------------------------------------------------------------------------
Common              500,000       $29.20 (3)   $14,597,500 (3)    $1,850
Stock, $.01
par value (1)(2)
---------------------------------------------------------------------------

     (1)  This registration statement also pertains to preferred stock
purchase rights ("Rights") of the Barnes Group Inc.  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.

     (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Barnes Group Retirement
Savings Plan described herein and, pursuant to Rule 416(b), also covers an
indeterminate number of additional shares of common stock that may be offered
or issued pursuant to such plan as a result of stock splits, stock dividends
or similar transactions.

     (3)  Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c) and (h)(1), on the basis of the average of the high
and low reported sales price of the Common Stock on the New York Stock
Exchange-Composite Tape on February 13, 2004.
EXPLANATORY NOTE

     This Registration Statement is being filed pursuant to General
Instruction E to Form S-8, as amended.  Pursuant to General Instruction E,
this Registration Statement registers an additional 500,000 shares of Common
Stock, $.01 par value, of Barnes Group Inc. to be offered or sold pursuant to
the Barnes Group Retirement Savings Plan (the "Plan").  A total of 3,600,000
shares (after giving effect to a three-for-one stock split effected  on
February 21, 1997) of Common Stock to be offered or sold pursuant to the Plan
have previously been registered pursuant to registration statements on Form
S-8 numbered 33-30229 and 33-20932 (as amended, the "Prior Registration
Statements").  The contents of the Prior Registration Statements are
incorporated by reference into this Registration Statement and amended and
restated by the contents of Parts I and II hereof.

                                     2
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents previously filed (File No. 1-4801) by Barnes
Group Inc. (the "Registrant") and the Barnes Group Retirement Savings Plan
(the "Plan") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:

            1.    The Registrant's Annual Report on Form 10-K for the fiscal
      year ended December 31, 2002 and the Plan's Annual Report on Form 11-K
      for the fiscal year ended December 31, 2002;

            2.    The Registrant's Quarterly Reports on Form 10-Q for the
      quarters ended March 31, 2003, June 30, 2003 and September 30, 2003;

            3.    The Registrant's Current Reports on Form 8-K filed with the
      Commission on January 21, 2003, February 2, 2003 (as amended by Form 8-
      K/A filed with the Commission on April 14, 2003), May 22, 2003 and
      February 13, 2004;

            4.    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

            5.    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 other documents subsequently filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all the
securities offered hereby have been sold or which deregisters all the
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents (such documents and the documents enumerated
above being hereinafter referred to as "Incorporated Documents"); provided
however, that the documents enumerated above or subsequently filed by the
Registrant and the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made by this registration
statement is in effect prior to the filing with the Commission of the
Registrant's Annual Report on Form 10-K and the Plan's Annual Report on Form
11-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Reports.

                                      3
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for the purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

      The securities to be offered are registered under Section 12(b) of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Article IV 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 the State 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 registrant 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 best
interests of the registrant, 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 its By-law 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 corporation 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.

                                      4
Item 7.  Exemption from Registration Claimed.

      Not applicable.

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 10 of this
registration statement.

      The Registrant hereby undertakes that it has or will submit the Plan
and any amendment thereto to the Internal Revenue Service in a timely manner
for its determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and has or will make all changes required by the
Internal Revenue Service in order to so qualify the Plan.

Item 9.  Undertakings.

      (a)  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. Notwithstanding the foregoing, any
      increase or decrease in volume of securities offered (if the total
      dollar value of securities offered would not exceed that which was
      registered) and any deviation from the low or high end of the estimated
      maximum offering range may be reflected in the form of prospectus filed
      with the Securities and Exchange Commission pursuant to Rule 424(b)
      under the Securities Act of 1933 if, in the aggregate, the changes in
      volume and price represent no more than a 20% change in the maximum
      aggregate offering price set forth in the "Calculation of Registration
      Fee" table in the effective registration statement.

      (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 in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3, Form S-8 or Form F-
      3, 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 section 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

                                      5
registered which remain unsold at the termination of the offering.

      (b)  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 (and, where applicable, each filing of
the Plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement
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.

      (c)  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 foregoing provisions,
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.

                                      6
SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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
February 17, 2004.

                                    BARNES GROUP INC.

                                    By: /s/ John R. Arrington
                                       --------------------------------------
                                       John R. Arrington
                                       Senior Vice President, Human Resources
SIGNATURES AND POWER OF ATTORNEY

          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
appoint 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.

Signature                           Title                          Date
---------                           -----                          ----

/s/ Edmund M. Carpenter          President and Chief        February 17, 2004
-----------------------------    Executive Officer (the
Edmund M. Carpenter              principal executive officer)
                                 and Director

/s/ William C. Denninger         Senior Vice President,     February 17, 2004
-----------------------------    Finance and Chief
William C. Denninger             Financial Officer (the
                                 principal financial officer)

/s/ Francis C. Boyle, Jr.        Vice President,            February 17, 2004
-----------------------------    Controller (the principal
Francis C. Boyle, Jr.            accounting officer)

/s/ John W. Alden                Director                   February 17, 2004
-----------------------------
John W. Alden

/s/ Thomas O. Barnes             Director                   February 17, 2004
-----------------------------
Thomas O. Barnes

/s/ Gary G. Benanav              Director                   February 17, 2004
-----------------------------
Gary G. Benanav

/s/ William S. Bristow, Jr.      Director                   February 17, 2004
-----------------------------
William S. Bristow, Jr.

/s/ George T. Carpenter          Director                   February 17, 2004
-----------------------------
George T. Carpenter

/s/ Frank E. Grzelecki           Director                   February 17, 2004
-----------------------------
Frank E. Grzelecki

/s/ G. Jackson Ratcliffe, Jr.    Director                   February 17, 2004
-----------------------------
G. Jackson Ratcliffe, Jr.

/s/ Mylle H. Mangum              Director                   February 17, 2004
-----------------------------
Mylle H. Mangum

/s/ Donald W. Griffin            Director                   February 17, 2004
-----------------------------
Donald W. Griffin
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Benefits Committee of Barnes Group Inc., the administrator of the Barnes
Group Retirement Savings Plan, has duly caused this registration statement,
or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bristol, State of Connecticut, on
February 17, 2004.

                                         Barnes Group Retirement Savings Plan

                                         By: /s/  John R. Arrington
                                            ------------------------
                                            John R. Arrington
                                            Chairman, Benefits Committee
INDEX TO EXHIBITS

Exhibit
   No.                  Description                                 Page
-------                 -----------                                 ----

   23      Consent of PricewaterhouseCoopers, LLP,                    11
           Independent Auditors

   24      Power of Attorney (included in signature page
           of this registration statement).
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 2003 (except for Note
3, which is as of February 6, 2003) relating to the financial statements and
financial statement schedule of Barnes Group Inc., which appears in Barnes
Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002.

/s/ PricewaterhouseCoopers LLP
------------------------------

PricewaterhouseCoopers LLP
February 12, 2004