FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL	
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287
Expires: January 31, 2005
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*
Denninger William C.	2. Issuer Name and Ticker or Trading Symbol
Barnes Group Inc. "B"	6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)
Senior Vice President, Finance and Chief Financial Officer	
(Last)      (First)     (Middle)
Barnes Group Inc.
P.O. Box 489, 123 Main Street	3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)
 	4. Statement for
Month/Day/Year
February 13, 2003		
(Street)
Bristol , CT 06011-0489		5. If Amendment,
Date of Original
(Month/Day/Year)
 	7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person	
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	

1. Title of Security
(Instr. 3)	2. Trans-
action
Date
(Month/ Day/
Year)	2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)	3. Trans-
action Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)	5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)	6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)	7. Nature of Indirect
Beneficial Ownership
(Instr. 4)	
			Code	V	Amount	(A)
or
(D)	Price				
Common Stock, Par Value $0.01 Per Share	02/12/03	 	A  (1)	 	22,000	A	$18.90	37,822.0136	D	 	
Common Stock, Par Value $0.01 Per Share	 	 	 	 	 	 	 	4,244.4332	I	By Employee Stock Purchase Plan	
Common Stock, Par Value $0.01 Per Share	 	 	 	 	 	 	 	1,653.735  (2)	I	By 401(k) Plan	

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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

FORM 4 (continued)	Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	
1. Title of Derivative Security

(Instr. 3)	2. Conver-
sion or
Exercise
Price of Derivative Security	3. Trans-
action Date

(Month/
Day/
Year)	3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)	4. Trans-
action
Code

(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)	6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)	7. Title and Amount of Underlying Securities
(Instr. 3 & 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
 (Instr. 4)	10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)	11. Nature of Indirect Beneficial Ownership
(Instr. 4)	
				Code	V	(A)	(D)	Date Exer-cisable	Expira-
tion
Date	Title	Amount or Number of
Shares					
Stock Option (Right to Buy)	$19.12	02/13/03	 	A	 	15,000	 	   (3)	02/13/13	Common Stock	15,000	 	15,000	D	 	

Explanation of Responses:
(1) Reporting Person has received 22,000 shares of Performance Accelerated Restricted Stock that is subject to forfeiture if certain events occur.
 (2) Represents the number of shares beneficially owned as of February 13, 2003.
 (3) The options vest at the rate of 33-1/3% on the first, third and fifth anniversaries of the grant date.	
 	By: /s/ Signe S. Gates, Attorney-in-Fact
               
**Signature of Reporting Person	February 13, 2003
Date	
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.