SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 1999
Barnes Group Inc.
 (Exact name of registrant as specified in its charter)

    Delaware                      1-04801                 06-0247840
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(State or other jurisdiction   (Commission             (IRS Employer
   of incorporation)           File Number)       Identification No.)

     123 Main Street           Bristol, CT                 06010
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       (Address of principal executive offices)       (Zip Code)

                            (860) 583-7070
                           ----------------	

Registrant's telephone number, including area code
N/A
 (Former name or former address, if changed since last report)

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Item 5. OTHER INFORMATION.
On July 28, 1999, Barnes Group Inc. issued a press release. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. EXHIBITS.
The following Exhibits are filed as part of this Report:
Exhibit 99.1 Press Release issued July 28, 1999.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  August 9, 1999                       BARNES GROUP INC.

                                       By: /s/ Signe S. Gates
                                           ------------------
                                           Signe S. Gates
                                           Senior Vice President,
                                           General Counsel & Secretary	

Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Robert D. Lipira or July 28, 1999 Stephen J. McKelvey Corporate Communications (860) 583-7070
BARNES GROUP INC. AGREES TO ACQUIRE NITROGEN GAS SPRINGS
BUSINESS FROM ALLEGHENY TELEDYNE
BRISTOL, Connecticut, July 28, 1999 -- Barnes Group Inc. (NYSE: B), announced today that it has signed a definitive agreement to acquire the nitrogen gas springs business of Teledyne Fluid Systems, an Allegheny Teledyne Incorporated company (NYSE: ALT), for the Associated Spring business unit of Barnes Group Inc. Terms of the acquisition were not disclosed.
Subject to regulatory review, the acquisition is expected to close during the third quarter.
Barnes Group Inc. (http://www.barnesgroupinc.com), is a diversified international manufacturer and distributor, serving a wide range of industrial markets with precision metal parts and industrial supplies. Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group Inc. consists of three separate business units employing 3,847 people at 42 locations worldwide.
This release may contain certain forward-looking statements including those that discuss strategies, goals, outlook or other non-historical matters, or projected revenues, income, returns or other financial measures. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: changes in market demand for the types of products and services produced and sold by Barnes Group, changes in worldwide economic and political conditions, interest and foreign exchange rate fluctuations, regulatory changes, and technological changes including Y2K issues.