UNITED STATES
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): April 20, 2006

BARNES GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-04801	 	06-0247840	
(Commission File Number)	 	(I.R.S. Employer Identification No.)	
 	 	
123 Main Street, Bristol, Connecticut	 	06011-0489	
(Address of principal executive offices)	 	(Zip Code)	

(860) 583-7070
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:	

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

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Item 2.02	 	Results of Operations and Financial Condition.
 
On April 20, 2006, Barnes Group Inc. issued a press release announcing the financial results of operations for the first quarter 2006. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
 	
Item 9.01	 	Financial Statements and Exhibits.
 
Exhibit 99.1: Press Release issued April 20, 2006, announcing the financial results of operations for the first quarter 2006.	
 
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:  April 20, 2006	BARNES GROUP INC.	
 	(Registrant)	
 	 	
 	By: /s/    WILLIAM C. DENNINGER	
 	 	 	 	 	 	
 	     William C. Denninger
     Senior Vice President and
     Chief Financial Officer	

EXHIBIT INDEX
 
Exhibit No.	 	Document Description    	
99.1	 	Press Release, dated April 20, 2006	

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Barnes Group Inc.  
Corporate Office
Bristol, CT 06010       
Tel: (860) 583-7070      

  	  	
 	Brian D. Koppy
Investor Relations
(860) 973-2126

Stephen J. McKelvey
Corporate Communications
(860) 973-2132	
 
BARNES GROUP INC. ANNOUNCES
FIRST QUARTER 2006 FINANCIAL RESULTS

- Net sales rise 10 percent to a record $300 million
- Net income rises 61 percent; diluted EPS of $0.73, up 52 percent
- Full-year 2006 estimated net income per diluted share raised to $2.55 - $2.65

Bristol, Connecticut, April 20, 2006— Barnes Group Inc. (NYSE: B) today announced financial results for the quarter ended March 31, 2006. Net sales for the first quarter were $299.9 million, up 10 percent from $273.7 million in the first quarter of 2005. Operating income grew 48 percent to $28.1 million in the first quarter of 2006, from $19.0 million in the first quarter in the prior year. Net income increased 61 percent to $18.5 million, or $0.73 per diluted share, in the first quarter of 2006 compared to $11.5 million, or $0.48 per diluted share, in the same period last year.

Periods prior to January 1, 2006 have been restated to reflect the change in accounting for stock-based compensation in accordance with Statement of Financial Accounting Standards No. 123R (SFAS 123R). The impact to the first quarter 2005 was a reduction of pre-tax income by $2.1 million and diluted earnings per share by $0.06.

“Barnes Group had record first quarter sales with organic growth in all three businesses generating strong advances in operating income and net income,” said Edmund M. Carpenter, President and Chief Executive Officer, Barnes Group Inc. “With 13 consecutive quarters of significant increases in sales over the comparable prior year quarter, and strong operating performance by each of the three businesses, we continue to demonstrate our ability to achieve our objective of balanced, sustainable, profitable growth.”

“With the first quarter results exceeding our expectations, we are increasing our full-year estimate of diluted earnings per share to $2.55 to $2.65, from the previous estimate of $2.50 to $2.60. We continue to expect results to be seasonally impacted, in as much as the first half of the year is traditionally stronger than the second half of the year, and are cautiously optimistic for continued growth in key end markets and geographies,” continued Carpenter.

Barnes Group Inc. / 2
 
William C. Denninger, Barnes Group Inc.’s Senior Vice President, Finance and Chief Financial Officer, commented, “We continue to make strides in improving the financial performance of the Company and our strong capital position provides the flexibility for continued growth investments.”

Sales at Barnes Distribution were a record $124.4 million in the first quarter 2006, up 10 percent from $113.6 million in the same quarter a year ago. Driving the sales growth were strong increases in Barnes Distribution Europe and Barnes Distribution Raymond primarily as a result of the Toolcom and SPD acquisitions, respectively, which added $5.9 million in sales in the first quarter. In addition, Barnes Distribution North America’s continued growth in Corporate Accounts, up 11 percent, and Tier II, up 37 percent, as well as higher selling prices added to top line growth.

In the first quarter of 2006, operating profit at Barnes Distribution increased 74 percent to $9.0 million, up from $5.2 million for the first quarter 2005. Continued operating profit improvements reflect higher sales volume and increased gross margins.

“Barnes Distribution made significant progress this quarter towards realizing the benefits of its strategic focus on profitable sales and operational improvements throughout the organization,” said Idelle K. Wolf, President, Barnes Distribution. “Steady execution and continued reductions in operating costs are expected to further enhance profitability at Barnes Distribution.”

Sales at Associated Spring were $111.0 million in the period ended March 31, 2006, up 1 percent from $109.5 million in the same quarter last year. Specialty operations sales were essentially flat from the prior period, while the traditional spring business realized a modest sales improvement. Associated Spring’s operating profit for the first quarter 2006 increased 23 percent to $10.6 million, from $8.6 million in the first quarter of 2005. The increase in operating profit reflects a continued focus on profitable sales and actions focused on lowering overall operating costs.

“Associated Spring’s first quarter results reflect the continued benefits of our sales and marketing strategy initiated last year. The organization remains committed to profitable growth and improvements in operational effectiveness of the business while providing high quality products and customer service,” said Gregory F. Milzcik, Executive Vice President and Chief Operating Officer, Barnes Group Inc. and President, Associated Spring.

Sales at Barnes Aerospace were $66.9 million in the first quarter 2006, up 25% from $53.7 million in the year-ago period as both OEM and aftermarket sales grew. OEM sales increased by 21 percent and aftermarket sales grew by 37 percent.

Barnes Aerospace generated orders of $72.5 million, down from $88.9 million in the prior year which was favorably impacted by approximately $16 million due to a one-time increase in lead times for certain raw materials. Commercial OEM orders were $41.0 million, military orders were $8.8 million and industrial gas turbine orders were $2.1 million in the first quarter 2006. Order backlog was $274.6 million, up 2 percent since December 31, 2005.

In the first quarter 2006, operating profit increased 63 percent to $8.5 million from $5.2 million in the first quarter 2005. Driving the strong increase in operating profit were higher sales volume and an increased percentage of high margin aftermarket sales.

“Strong end markets in both OEM and aftermarket businesses led Barnes Aerospace to record results in the first quarter,” said Patrick Dempsey, President, Barnes Aerospace. “We continue to improve operations and increase capacity through capital investments and increased efficiencies achieved

Barnes Group Inc. / 3
 
through lean manufacturing and Six Sigma initiatives, positioning Barnes Aerospace for continued growth.”
 
Barnes Group will conduct a conference call with investors to discuss first quarter results at 4:30 p.m. ET today. A web cast of the live call, supporting materials and an archived replay will be available on the Barnes Group investor relations link at www.barnesgroupinc.com.

Barnes Group Inc. (www.barnesgroupinc.com) is a diversified international manufacturer of precision metal components and assemblies and a distributor of industrial supplies, serving a wide range of markets and customers. Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group consists of three businesses with 2005 sales of $1.1 billion: Barnes Distribution, an international, full-service distributor of maintenance, repair, operating, and production supplies; Associated Spring, one of the world's largest manufacturers of precision mechanical and nitrogen gas products and a global supplier of retaining rings, reed valves, shock discs, and injection-molded plastic components and assemblies; and Barnes Aerospace, a manufacturer and repairer of highly engineered assemblies and components of aircraft engines, airframes, and land-based industrial gas turbines. Over 6,000 dedicated employees at more than 60 locations worldwide contribute to Barnes Group Inc.’s success. The Company has paid cash dividends to stockholders on a continuous basis since 1934.

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the
Securities and Exchange Commission, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; changes in raw material prices and availability; uninsured claims; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, regulatory and public health nature. We assume no obligation to update our forward-looking statements.

# # #

Barnes Group Inc. / 4
 
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Unaudited
 
 	 	  Three months ended March 31,  	 	
 	 	 	2006 	 	 	2005 	 	 	%
Change  	 	
 	 	 As Restated (1)	 	
 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	299,851	 	$	273,730	 	 	9.5	 	
 	 	 	 	 	 	 	 	 	 	 	
Cost of sales	 	 	190,633	 	 	175,748	 	 	8.5	 	
Selling and administrative expenses	 	 	81,111	 	 	78,959	 	 	2.7	 	
 	 	 	271,744	 	 	254,707	 	 	6.7	 	
Operating income	 	 	28,107	 	 	19,023	 	 	47.8	 	
Operating margin	 	 	9.4	%	 	6.9	%	 	 	 	
Other income	 	 	295	 	 	262	 	 	12.8	 	
Interest expense	 	 	4,387	 	 	4,167	 	 	5.3	 	
Other expenses	 	 	575	 	 	369	 	 	55.6	 	
Income before income taxes	 	 	23,440	 	 	14,749	 	 	58.9	 	
Income taxes	 	 	4,978	 	 	3,245	 	 	53.4	 	
Net income	 	$	18,462	 	$	11,504	 	 	60.5	 	
 	 	 	 	 	 	 	 	 	 	 	
Per common share:	 	 	 	 	 	 	 	 	 	 	
Net income:	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	.77	 	$	.49	 	 	57.1	 	
Diluted	 	 	.73	 	 	.48	 	 	52.1	 	
Dividends	 	 	.22	 	 	.20	 	 	10.0	 	
 	 	 	 	 	 	 	 	 	 	 	
Average common shares outstanding:	 	 	 	 	 	 	 	 	 	 	
Basic    	 	 	24,127,600	 	 	23,300,210	 	 	3.6	 	
Diluted	 	 	25,377,980	 	 	23,917,176	 	 	6.1	 	
 
Footnote :
(1) Periods prior to 1/1/06 restated to reflect the change in accounting for stock-based compensation in accordance with SFAS 123R.

Barnes Group Inc. / 5
BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
Unaudited
 
 	 	Three months ended March  31, 	 	
 	 	2006 	 	2005 	 	%
Change 	 	
Net Sales	 	 	 	As Restated (1)   	 	  	 	
    Barnes Distribution	 	$	124,392	 	$	113,618	 	 	9.5	 	
    Associated Spring	 	 	110,990	 	 	109,540	 	 	1.3	 	
    Barnes Aerospace	 	 	66,943	 	 	53,653	 	 	24.8	 	
    Intersegment sales	 	 	(2,474	)	 	(3,081	)	 	19.7	 	
Total net sales	 	$	299,851	 	$	273,730	 	 	9.5	 	
 	 	 		 	 	 	 	 	 	 	
Operating profit (1)	 	 		 	 	 	 	 	 	 	
    Barnes Distribution	 	$	8,953	 	$	5,160	 	 	73.5	 	
    Associated Spring	 	 	10,630	 	 	8,619	 	 	23.3	 	
    Barnes Aerospace	 	 	8,546	 	 	5,244	 	 	63.0	 	
 	 	 	 	 	 	 	 	 	 	 	
Total operating profit	 	 	28,129	 	 	19,023	 	 	47.9	 	
    Interest income	 	 	240	 	 	145	 	 	65.5	 	
    Interest expense	 	 	(4,387	)	 	(4,167	)	 	5.3	 	
 	 	 	 	 	 	 	 	 	 	 	
    Other net income (expense)	 	 	(542	)	 	(252	)	 	NM	 	
Income before income taxes	 	$	23,440	 	$	14,749	 	 	58.9	 	
 
NM- not meaningful
Footnote:
(1) Periods prior to 1/1/06 restated to reflect the change in accounting for stock-based compensation in accordance with SFAS 123R.

 
Barnes Group Inc. / 6
BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
  
 	 	March 31,
2006	 	 March 31,
2005	 	
Assets	 	 	 	As Restated (1)	 	
Current assets	 	 		 	 		 	
  Cash and cash equivalents	 	$	36,541	 	$	38,988	 	
  Accounts receivable	 	 	171,435	 	 	154,580	 	
  Inventories	 	 	167,095	 	 	148,100	 	
  Deferred income taxes and prepaid expenses	 	 	34,542	 	 	39,903	 	
    Total current assets	 	 	409,613	 	 	381,571	 	
 	 	 	 	 	 		 	
Deferred income taxes	 	 	24,051	 	 	24,912	 	
Property, plant and equipment, net	 	 	161,144	 	 	161,083	 	
Goodwill	 	 	236,559	 	 	223,299	 	
Other intangible assets, net	 	 	184,849	 	 	124,358	 	
Other assets	 	 	49,701	 	 	53,024	 	
 	 	$	1,065,917	 	$	968,247	 	
Liabilities and Stockholders' Equity	 	 	 	 	 		 	
Current liabilities	 	 	 	 	 		 	
  Notes payable	 	$	–	 	$	5,500	 	
  Accounts payable	 	 	142,488	 	 	146,653	 	
  Accrued liabilities	 	 	80,974	 	 	72,125	 	
  Long-term debt-current	 	 	39,990	 	 	9,322	 	
 	 	 	 	 	 		 	
    Total current liabilities	 	 	263,452	 	 	233,600	 	
 	 	 	 	 	 		 	
Long-term debt	 	 	278,713	 	 	267,395	 	
Deferred income taxes	 	 	11,778	 	 	12,482	 	
Other liabilities	 	 	93,523	 	 	89,995	 	
 	 	 	 	 	 		 	
Stockholders' equity	 	 	418,451	 	 	364,775	 	
 	 	$	1,065,917	 	$	968,247	 	

Footnote :
(1) Periods prior to 1/1/06 restated to reflect the change in accounting for stock-based compensation in accordance with SFAS 123R.