Sec Form 4 Filing - EDWARDS DAWN N @ BARNES GROUP INC - 2014-05-02

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 EDWARDS DAWN N 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) SVP, Human Resources (Last) (First) (Middle) BARNES GROUP INC., 123 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2014 (Street) BRISTOL, CT06010 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 05/02/2014 M 3,567 A $ 15.02 66,775.9386 ( 1 ) D Common Stock 05/02/2014 M 4,733 A $ 11.45 71,508.9386 ( 1 ) D Common Stock 05/02/2014 S 8,300 D $ 38.2368 63,208.9386 ( 1 ) D Common Stock 05/02/2014 F 1,243 D $ 38.11 61,965.9386 ( 1 ) D Common Stock 12,725.553 I by Company's 401(k) Plan

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 Stock Option-Right to Buy $ 15.02 05/02/2014 M 3,567 ( 2 ) 08/03/2019 Common Stock 3,567 ( 3 ) 7,133 D Stock Option-Right to Buy $ 11.45 05/02/2014 M 4,733 ( 2 ) 02/10/2019 Common Stock 4,733 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDWARDS DAWN N BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT06010 SVP, Human Resources Signatures Monique B. Marchetti, pursuant to a Power of Attorney 05/05/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes balances of 3196 Restricted Stock Units granted 2/9/2011, 2266 granted 2/8/2012, 3900 granted 2/12/2013, 3650 granted 5/2/2013, 2300 granted 2/12/2014 and 1400 granted 2/12/2014, and 4800 Performance Share Awards granted 2/9/2011, 5600 granted 2/8/2012, 6600 granted 2/12/2013, 3900 granted 2/12/2014 and 2300 granted 2/12/2014, that are subject to forfeiture if certain events occur. ( 2 )The option vests in three equal installments on August 10, 2010, 2011, 2012. ( 3 )1 for 1.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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