SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 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

(State or Other Jurisdiction of Incorporation or Organization)

06-0247840

(I.R.S. Employer Identification No.)

123 MAIN STREET, BRISTOL, CONNECTICUT 06010

(Address of Principal Executive Offices) (Zip Code)

1991 BARNES GROUP STOCK INCENTIVE PLAN,
AS AMENDED JULY 16, 1993

(Full Title of Plan)

                                                          Barnes Group Inc.
              Mary Louise Beardsley                       123 Main Street
              Associate General Counsel and Secretary     Bristol, CT  06010
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                   (Name and Address of Agent for Service)

                               (203) 583-7070
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        (Telephone Number, Including Area Code, of Agent For Service)	

CALCULATION OF REGISTRATION FEE

|Title of    |  Amount    | Proposed       | Proposed  | Amount of  |
|Securities  |  to be     | Maximum        | Maximum   | Registra-  |
| to be      | Registered | Offering Price | Aggregate | tion Fee   |
|Registered  |            | Per Share      | Offering  |            |	

| | | (1) (2) | Price (2) | |
|-------------------------------------------------------------------|
| Common | | | | |
| Stock, par | | | | |
| value $1.00| 900,000 | $33.875 |$30,487,500| $10,513.01 |
| per share | | | | |

(1) Estimated solely for the purpose of calculating the registration fee.
(2) With respect to options not presently outstanding, 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 July 12, 1994, as set forth in Rules 457(c) and 457(h).
Exhibit Index Appears on Page 8 Total Number of Pages in this Registration Statement: 11

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, 1993, previously filed by Barnes Group Inc. (the "Registrant" or the "Company") with the Securities and Exchange Commission (File No. 001-04801) and the Registrant's Quarterly Report on Form 10-Q for the first quarter ended March 31, 1994 and the Registrant's Current Reports on Form 8-K dated March 4, 1994 and April 11, 1994, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10 filed with the SEC on August 21, 1963 under the Exchange Act, including any amendment or report filed for the purpose of updating such description, and all other reports previously filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1993.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective 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 thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
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 Mary Louise Beardsley, Associate General Counsel and Secretary of the Company. Ms. Beardsley currently has options as to 4,300 shares under the Plan and can be expected to receive additional options or other incentive awards under the Plan in the future.
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.
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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 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.
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 8 of this 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;
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(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;
(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, 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 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
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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.
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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 July 15, 1994.
BARNES GROUP INC.
By: A. Stanton Wells

A. Stanton Wells President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, 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 John E. Besser and Mary Louise Beardsley 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, atttorney-in-fact to sign any amendment (including any post-effective amendment) to this Registration Statement and to file same, with exhibits thereto, and other documents in connection therewith.

     Signature                                    Date
     ---------                                    ----

A. Stanton Wells                                  July 15, 1994
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A. Stanton Wells
President and Chief Executive Officer
(the principal executive officer) and
Director

John E. Besser                                    July 15, 1994
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John E. Besser
Senior Vice President - Finance and Law
(the principal financial officer)	

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George J. Crowley                                July 15, 1994
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George J. Crowley
Vice President, Controller
(the principal accounting officer)

Thomas O. Barnes                                 July 15, 1994
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Thomas O. Barnes
Director

Wallace Barnes                                   July 15, 1994
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Wallace Barnes
Director

Gary G. Benanav                                  July 15, 1994
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Gary G. Benanav
Director

William S. Bristow, Jr.                          July 15, 1994
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William S. Bristow, Jr.
Director

Robert J. Callander                              July 15, 1994
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Robert J. Callander
Director

George T. Carpenter                              July 15, 1994
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George T. Carpenter
Director

Donna R. Ecton                                   July 15, 1994
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Donna R. Ecton
Director	

Marcel P. Joseph                                 July 15, 1994
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Marcel P. Joseph
Director

Theodore E. Martin                               July 15, 1994
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Theodore E. Martin
Director
                                      - 6 -	

Juan M. Steta                                    July 15, 1994
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Juan M. Steta
Director

K. Grahame Walker                                July 15, 1994
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K. Grahame Walker
Director	

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EXHIBIT INDEX
BARNES GROUP INC.
Registration Statement on Form S-8
for the 1991 Barnes Group Stock Incentive Plan

Exhibit
Number    Description                    Sequential Page No.
------    -----------                    -------------------
 4.1      Rights Agreement dated         Incorporated by reference
          as of July 16, 1986            to Exhibit 4.2 to the
          between the Company            Company's report on Form
          and The Connecticut            10-K for the year ended
          Bank & Trust Company,          December 31, 1991.
          National Association.

 4.2      Amendment to the               Incorporated by reference
          Rights Agreement set           to Exhibit 4.4 to the
          forth in Exhibit 4.1           Company's report on Form
          dated July 15, 1990.           10-K for the year ended
                                         December 31, 1990.

 5.1      Opinion of Mary Louise            p. 9
          Beardsley, Esq. with respect
          to the legality of the
          securities being registered.

23.1      Consent of Ernst & Young,         p. 11
          Independent Auditors.

23.2      Consent of Mary Louise            p. 9
          Beardsley, Esq. is contained
          in the opinion filed as
          Exhibit 5.1 to this
          Registration Statement.

24.1      Power of Attorney                 p. 5	

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                                                            Exhibit 5.1
                                                            -----------
[LETTERHEAD]
Mary Louise Beardsley                     Executive Office
Associate General Counsel                 123 Main Street
and Secretary                             P.O. Box 489
                                          Bristol, CT 06011-0489 U.S.A.
BARNES  [LOGO]                            Tel. (203) 583-0707
GROUP INC.                                Fax (203) 589-3507

                                          July 18, 1994	

Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Gentlemen and Mesdames:
I am the Associate General Counsel and Secretary of Barnes Group Inc. (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, relating to 900,000 shares of the Company's common stock, par value $1.00 per share, issuable under the 1991 Barnes Group Stock Incentive Plan adopted April 3, 1991, as amended April 6, 1994 (the "Plan").
In my capacity as Associate General Counsel and Secretary for the Company, I have examined and am familiar with (i) the Certificate of Incorporation and the By-Laws of the Company, as amended; (ii) the corporate proceedings of the Company relating to the issuance of the shares; and (iii) 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 opinions expressed herein which I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others. During the course of my
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Barnes Group Inc.
Page 2
July 18, 1994
discussions with officers and representatives of the Company and my review of the documents specified above in connection with the preparation of this opinion, no facts were disclosed to me which cause me to conclude that any such statement or representation is untrue.
Based upon and subject to the foregoing, I am of the opinion that all necessary corporate proceedings have been duly taken to authorize the issuance of the Company's common stock under the Plan, and that if said shares are issued in accordance with the Plan upon the exercise of stock options or stock appreciation rights or on payment under performance unit awards or pursuant to incentive stock rights said shares will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to said Registration Statement and the Prospectus which is part of the aforesaid Registration Statement, including any amendments thereto, 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.
Very truly yours,
Mary Louise Beardsley Mary Louise Beardsley MLB/ekt
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1991 Barnes Group Stock Incentive Plan, as amended July 16, 1993, of our report dated January 28, 1994, with respect to the consolidated financial statements and schedules of Barnes Group Inc. including and/or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
ERNST & YOUNG
Hartford, Connecticut
July 15, 1994
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