Sec Form 4 Filing - GOODRICH PHILIP A @ BARNES GROUP INC - 2006-11-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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

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1. Name and Address of Reporting Person GOODRICH PHILIP A 2. Issuer Name and Ticker or Trading Symbol BARNES GROUP INC [ B] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP, Corporate Development (Last) (First) (Middle) BARNES GROUP INC., 123 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2006 (Street) BRISTOL, CT06011-0489 4. If Amendment, Date Original Filed (MM/DD/YY) 6. 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 11/13/2006 M 5,900 A $ 14.77 0 D Common Stock 11/13/2006 S 5,900 D $ 20.1 0 D Common Stock 11/13/2006 M 168 A $ 14.77 0 D Common Stock 11/13/2006 S 168 D $ 20.12 0 D Common Stock 11/13/2006 M 9,982 A $ 17.3525 0 D Common Stock 11/13/2006 S 9,982 D $ 20.21 0 D Common Stock 11/13/2006 M 6,622 A $ 17.575 0 D Common Stock 11/13/2006 S 6,622 D $ 20.23 0 D Common Stock 11/13/2006 M 6,200 A $ 17.575 0 D Common Stock 11/13/2006 S 6,200 D $ 20.24 90,508 ( 1 ) D

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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stk Option-Right to Buy $ 14.77 11/13/2006 M 6,068 ( 2 ) 02/11/2014 Common Stock 6,068 ( 5 ) 0 D Employee Stk Option-Right to Buy $ 17.3525 11/13/2006 M 2,526 ( 3 ) 02/05/2012 Common Stock 2,526 ( 5 ) 0 D Employee Stk Option-Right to Buy $ 17.3525 11/13/2006 M 7,246 ( 3 ) 12/06/2009 Common Stock 7,246 ( 5 ) 0 D Employee Stk Option-Right to Buy $ 17.3525 11/13/2006 M 210 ( 3 ) 02/10/2010 Common Stock 210 ( 5 ) 0 D Employee Stk Option-Right to Buy $ 17.575 11/13/2006 M 10,414 ( 4 ) 02/05/2012 Common Stock 10,414 ( 5 ) 0 D Employee Stk Option-Right to Buy $ 17.575 11/13/2006 M 932 ( 4 ) 02/06/2011 Common Stock 932 ( 5 ) 0 D Employee Stk Option-Right to Buy $ 17.575 11/13/2006 M 1,476 ( 4 ) 02/10/2010 Common Stock 1,476 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOODRICH PHILIP A BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT06011-0489 Sr. VP, Corporate Development Signatures Nancy M. Clark, pursuant to a Power of Atty 11/14/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes a balance of 20,000 Restricted Stock Units granted 2/12/03, 22,000 granted 4/14/04 and 12,000 Restricted Stock Units and a balance of 8,000 Performance Share Awards granted 2/16/05 and 10,000 Restricted Stock Units and 4,800 Performance Share Awards granted 2/15/06 that are subject to forfeiture if certain events occur. ( 2 )The options vest in 3 equal annual installments with the first installment vesting on 2/11/05. ( 3 )The options vest 100% immediately on 11/25/05. ( 4 )The options vest 100% immediately on 8/8/05. ( 5 )1 for 1.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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