UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1995
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For transition period from ___________________
to ___________________
Commission File Number 1-4801
BARNES GROUP INC.
(a Delaware Corporation)
I.R.S. Employer Identification No. 06-0247840
123 Main Street, Bristol, Connecticut 06010
Telephone Number (203) 583-7070
Number of common shares outstanding at
November 10, 1995 - 6,590,822
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

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                        BARNES GROUP INC.
                         FORM 10-Q INDEX
          For Quarterly period ended September 30, 1995

DESCRIPTION                                                 PAGES
-----------                                                 -----
PART I.    FINANCIAL INFORMATION

   ITEM 1. Financial Statements

           Consolidated Statements
           of Income for the nine months and third
           quarter ended September 30, 1995 and 1994           3

           Consolidated Balance Sheets as
           of September 30, 1995 and December 31, 1994       4-5

           Consolidated Statements of Cash Flows
           for the nine months ended September 30,
           1995 and 1994                                       6

           Notes to Consolidated Financial
           Statements                                          7

   ITEM 2. Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                       8-10

PART II.   OTHER INFORMATION

   ITEM 6. Exhibits and Reports on Form 8-K                   11

           Signatures                                         11	

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                        BARNES GROUP INC.

                CONSOLIDATED STATEMENTS OF INCOME

          (Dollars in thousands, except per share data)

                           (Unaudited)
                       Three months ended     Nine months ended
                         September 30,          September 30,
                       ------------------     -----------------
                         1995       1994       1995       1994
                       --------   --------   ---------   -------
Net sales              $141,679   $140,261   $451,290    $425,520

Cost of sales            91,856     89,688    288,974     272,160
Selling and admin-
 istrative expenses      38,694     40,401    123,230     124,766
                       --------   --------   --------    --------
                        130,550    130,089    412,204     396,926
                       --------   --------   --------    --------
Operating income         11,129     10,172     39,086      28,594

Other income                992      1,056      3,344       3,319

Interest expense          1,367      1,320      4,259       3,996
Other expenses              422        865      1,952       1,989
                       --------   --------   --------    --------
Income before income
 taxes                   10,332      9,043     36,219      25,928

Income taxes              4,071      3,671     14,270      10,138
                       --------   --------   --------    --------

Net income             $  6,261   $  5,372   $ 21,949    $ 15,790
                       ========   ========   ========    ========

Per common share:

 Net income             $   .95   $    .84   $   3.36    $   2.49

 Dividends                  .40        .35       1.20        1.05

Average common shares
 outstanding          6,581,479  6,371,543  6,532,708   6,331,867

                     See accompanying notes.	

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                        BARNES GROUP INC.

                   CONSOLIDATED BALANCE SHEETS

                     (Dollars in thousands)

ASSETS                               September 30, December 31,
                                         1995         1994
                                      -----------  -----------
                                     (Unaudited)
Current assets
  Cash and cash equivalents             $ 16,665     $ 22,023

  Accounts receivable, less allowances
   (1995-$3,127; 1994-$3,222)             94,571       86,877

  Inventories
    Finished goods                        28,857       28,769
    Work-in-process                       15,508       13,697
    Raw materials and supplies            10,809        8,379
                                        --------     --------
                                          55,174       50,845
  Deferred income taxes and prepaid
    expenses                              14,928       15,792
                                        --------     --------
  Total current assets                   181,338      175,537

Deferred income taxes                     22,288       23,854

Property, plant and equipment            293,106      276,185

  Less accumulated depreciation          172,327      163,616
                                        --------     --------
                                         120,779      112,569

Goodwill                                  20,174       20,614

Other assets                              19,433       19,382
                                        --------     --------
Total assets                            $364,012     $351,956
                                        ========     ========

                     See accompanying notes.	

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                        BARNES GROUP INC.

                   CONSOLIDATED BALANCE SHEETS

                     (Dollars in thousands)

LIABILITIES AND STOCKHOLDERS'         September 30, December 31,
  EQUITY                                  1995         1994
                                       -----------  -----------
                                       (Unaudited)
Current liabilities
  Notes payable                          $    980    $  7,903
  Accounts payable                         31,653      31,424
  Accrued liabilities                      43,414      45,713
  Guaranteed ESOP obligation-current        2,303       2,172
                                         --------    --------
  Total current liabilities                78,350      87,212

Long-term debt                             70,000      70,000

Guaranteed ESOP obligation                  8,095       9,839

Accrued retirement benefits                68,433      66,817

Other liabilities                          10,273      10,949

Stockholders' equity
  Common stock-par value $1.00 per share
    Authorized: 20,000,000 shares
    Issued: 7,345,923 shares stated at     15,737      15,737
  Additional paid-in capital               27,408      27,772
  Retained earnings                       133,157     118,938
  Foreign currency translation
    adjustments                            (8,682)     (8,715)
  Treasury stock at cost,
    1995-755,539 shares
    1994-916,748 shares                   (28,361)    (34,582)
                                         --------    --------
                                          139,259     119,150

  Guaranteed ESOP obligation              (10,398)    (12,011)
                                         --------    --------
Total stockholders' equity                128,861     107,139
                                         --------    --------
Total liabilities and stockholders'
  equity                                 $364,012    $351,956
                                         ========    ========

                     See accompanying notes.	

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                        BARNES GROUP INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
          Nine Months ended September 30, 1995 and 1994
                     (Dollars in thousands)
                           (Unaudited)
                                               1995      1994
                                             -------   -------
Operating Activities
Net income                                   $21,949   $15,790
Adjustments to reconcile net income to
  net cash from operating activities:
  Depreciation and amortization               20,483    18,456
  Gain on sale of property, plant and
    equipment                                   (297)     (176)
  Translation losses                             243       490
  Changes in assets and liabilities:
    Accounts receivable                       (7,613)  (15,247)
    Inventories                               (3,962)   (3,028)
    Accounts payable                             333     4,870
    Accrued liabilities                       (1,736)    3,825
    Deferred income taxes                      3,121        81
    Other liabilities and assets                (185)     (921)
                                             -------   -------
Net Cash Provided by Operating Activities     32,336    24,140

Investing Activities
  Proceeds from sale of property, plant
    and equipment                              1,079     2,647
  Capital expenditures                       (27,461)  (21,913)
  Other                                       (1,368)   (1,754)
                                             -------   -------
Net Cash Used by Investing Activities        (27,750)  (21,020)

Financing Activities
  Net decrease in notes payable               (6,923)   (3,548)
  Proceeds from the issuance of common stock   5,659     3,058
  Dividends paid                              (7,854)   (6,654)
                                             -------   -------
Net Cash Used by Financing Activities         (9,118)   (7,144)

Effect of exchange rate changes on
  cash flows                                    (826)   (1,087)
                                             -------   -------
Decrease in cash and cash equivalents         (5,358)   (5,111)

Cash and cash equivalents at beginning
  of period                                   22,023    24,129
                                             -------   -------
Cash and cash equivalents at end of period   $16,665   $19,018
                                             =======   =======
                     See accompanying notes.	

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Notes to Consolidated Financial Statements:
1. Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. For additional information, please refer to the consolidated financial statements and footnotes included in the company's Annual Report on Form 10-K for the year ended December 31, 1994. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the nine-month period ended September 30, 1995, are not necessarily indicative of the results that may be expected for the year ending December 31, 1995.
2. Contingency
In December, 1991, the company was notified by the McDonnell Douglas Corporation that McDonnell Douglas was terminating for default an $8.2 million contract with the company's Advanced Fabrication unit. In 1992, the company wrote off $4.0 million of net assets related to this contract that were previously included in its financial statements. The company believed from the onset that it had legitimate defenses to the default claim. In June, 1995, this dispute was settled to the satisfaction of both parties with no further financial impact on the results of operations or on the financial position of the company.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations

Sales
The company's 1995 nine months' sales were $451.3 million, up 6% from $425.5 million in 1994 as all three operating groups reported sales gains. Third quarter 1995 sales were up 1% to $141.7 million from the 1994 level of $140.3 million on the strength of sales increases at Barnes Aerospace offset in large part by sales declines at Bowman and Associated Spring. Both the nine month and third quarter sales levels for 1995 set new company records for their respective period.
Associated Spring's 1995 first nine months' sales increased 4% to $213.5 million from $205.6 million in 1994. Third quarter sales were $66.2 million, down 3% from a year ago. The North American manufacturing business was affected by a softening of the U.S. durable goods market and continuing labor problems at the Bristol, Connecticut plant. Work slowdowns since March have resulted in decreased shipments as there has been little progress towards completing a new labor contract. Overseas the group's manufacturing operation in Singapore reported strong nine month and third quarter 1995 sales increases over 1994. The Raymond Distribution division reported a 1995 year-to-date improvement and a third quarter 1995 decline from the comparable 1994 periods.
Bowman Distribution's sales were up 3% for the first nine months of 1995 to $167.2 million from 1994's level of $162.7 million. Third quarter 1995 sales declined 6% to $50.7 million from $53.7 million in 1994. All business units reported sales improvement for the first nine months of 1995. Bowman U.S., the group's largest business unit, reported a sales decline in the third quarter of 1995 when compared with 1994's third quarter. The sales decline resulted in part from lower manpower in the field sales organization.
Barnes Aerospace's 1995 first nine months' sales increased 23% to $71.2 million from 1994's sales of $57.7 million. Third quarter 1995 sales of $25.0 million increased 35% over 1994's third quarter sales of $18.4 million. All business units reported period-over-period sales gains with the exception of the repair and overhaul business whose 1995 third quarter sales did not keep pace with the third quarter of 1994.
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Operating Income
Operating income in 1995 improved substantially over strong 1994 results. Consolidated operating income for the first nine months of 1995 was up 37% to $39.1 million from the $28.6 million reported in 1994. Third quarter 1995 operating income of $11.1 million was 9% higher than the $10.2 million reported in 1994's third quarter.
Associated Spring's operating income in the first nine months of 1995 nearly kept pace with its sales growth as a small improvement in the gross margin percentage was offset by an increase in selling and administrative expenses as a percentage of sales. The third quarter 1995 operating income declined sharply due in part to the decrease in sales volume and an increase in selling and administrative expenses as a percentage of sales. This was caused in part by excess costs at its Bristol, Connecticut plant and operating inefficiencies at its Dallas, Texas plant related to the transfer of equipment and product from a former west coast facility.
Bowman Distribution's 1995 first nine months' and third quarter operating income improved substantially over 1994 due to higher year-to-date sales volume and significantly lower operating costs expressed in both absolute terms and as a percentage of sales.
Barnes Aerospace's operating results improved significantly for both the first nine months and third quarter of 1995 over the comparable 1994 periods. The 1995 increase in sales volume and decrease in operating costs expressed as a percentage of sales resulted in the group reporting operating income for the third consecutive quarter.
Non-operating Income/Expense
Interest expense in the first nine months of 1995 was higher than in 1994 because of higher interest rates offset in part by lower debt levels.
Other expenses decreased in the third quarter of 1995 from 1994's third quarter primarily due to lower foreign exchange losses.
Financial Condition
Cash Flows
For the first nine months of 1995, net cash flows provided by operating activities were $32.3 million, an increase of $8.2 million over 1994. The sharp increase in operating cash flow is
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directly attributable to the increased level of earnings after adjustment for the noncash charge for depreciation and amortization.
Net cash used by investing activities for the first nine months of 1995 was $27.8 million compared to $21.0 million in 1994. Expenditures for property, plant and equipment were up $5.5 million over 1994's expenditures, an increase of 25%. All three operating groups continued to invest in new equipment to improve productivity, quality and customer service.
In 1995, net cash used by financing activities was $9.1 million compared to $7.1 million in 1994. This year-over-year increase was primarily due to the $6.9 million pay down of debt in 1995 versus $3.5 million in 1994. In addition, proceeds from the issuance of common stock increased to $5.7 million in 1995 from $3.1 million in 1994, a result of an increase in the exercise of stock options. The 1995 increase in dividends paid over the 1994 amount was due to both an increase in the dividend per share and number of shares outstanding.
Liquidity and Capital Resources
The company's liquidity, measured in terms of working capital, was $103.0 million at September 30, 1995, an increase of $14.7 million from the December 31, 1994, level. The current ratio was a very strong 2.3 at September 30, 1995, compared with 2.0 at December 31, 1994.
The ratio of interest-bearing debt to total capitalization approximated 25% at September 30, 1995, compared to 28% at year- end 1994. For this purpose, total capitalization is defined as total interest-bearing debt, plus accrued long-term retirement benefits, other long-term liabilities and stockholders' equity, excluding the guaranteed ESOP obligation.
The company maintains substantial bank borrowing facilities to supplement internal cash generation. At September 30, 1995, the company had $100.0 million of borrowing capacity available under its revolving credit agreement. In addition, the company had approximately $150.0 million in uncommitted short-term bank credit lines, of which $26.5 million was in use at September 30, 1995. During 1995 and 1994, the company maintained long-term debt of $70.0 million, comprised in part of borrowings under its short-term bank credit lines backed by its long-term revolving credit agreement. The company has found this to be a cost effective approach to long-term financing and intends to continue this approach. The company believes these credit facilities coupled with cash generated from operations are adequate for its anticipated future requirements.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30, 1995.
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, thereunto duly authorized.
Barnes Group Inc.
 (Registrant)

Date November 14, 1995 By /s/ John E. Besser
     -----------------    --------------------------------------
                          John E. Besser
                          Senior Vice President-Finance and Law

Date November 14, 1995 By /s/ Francis C. Boyle, Jr.
     -----------------    --------------------------------------
                          Francis C. Boyle, Jr.
                          Assistant Controller	

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ARTICLE 5	
This schedule contains summary financial information extracted from the consolidated balance sheet of Barnes Group Inc. at September 30, 1995 and the related consolidated statement of income for the nine months ended September 30, 1995 and is qualified in its entirety by reference to such financial statements.	
MULTIPLIER: 1,000	

		
PERIOD TYPE	9 MOS	
FISCAL YEAR END	DEC 31 1995	
PERIOD START	JAN 01 1995	
PERIOD END	SEP 30 1995	
CASH	16,665	
SECURITIES	0	
RECEIVABLES	97,698	
ALLOWANCES	3,127	
INVENTORY	55,174	
CURRENT ASSETS	181,338	
PP&E	293,106	
DEPRECIATION	172,327	
TOTAL ASSETS	364,012	
CURRENT LIABILITIES	78,350	
BONDS	78,095	
COMMON	15,737	
PREFERRED MANDATORY	0	
PREFERRED	0	
OTHER SE	113,124	
TOTAL LIABILITY AND EQUITY	364,012	
SALES	451,290	
TOTAL REVENUES	451,290	
CGS	288,974	
TOTAL COSTS	288,974	
OTHER EXPENSES	0	
LOSS PROVISION	665	
INTEREST EXPENSE	4,259	
INCOME PRETAX	36,219	
INCOME TAX	14,270	
INCOME CONTINUING	21,949	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	21,949	
EPS PRIMARY	3.36	
EPS DILUTED	3.36