- Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Dempsey Patrick	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) VP-BGI; Pres., LMS
(Last)          (First)          (Middle) BARNES GROUP INC., 123 MAIN STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/8/2012
(Street) BRISTOL, CT 06010 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/8/2012		F		1894	D	$26.59	129840.158   (3)	D
Common Stock	2/8/2012		A (1)		7100	A	$ 0	136940.158   (3)	D
Common Stock	2/8/2012		A (2)		11800	A	$ 0	148740.158   (3)	D
Common Stock								4063.053	I	By Company's 401(k) Plan

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	$26.59	2/8/2012		A		13000		(4)	2/8/2022	Common Stock	13000	(5)	13000	D

Explanation of Responses:
( 1)	Reporting Person has received 7100 Restricted Stock Units that are subject to forfeiture if certain events occur.
( 2)	Reporting Person has received 11800 Performance Share Awards that are subject to forfeiture if certain events occur.
( 3)	Includes balances of 1016 Restricted Stock Units granted 10/5/07, 7126 granted 2/10/09, 21800 granted 2/10/09, 5927 granted 2/8/10 and 5900 granted 2/9/2011, and 5900 Performance Share Awards granted 2/9/11, that are subject to forfeiture if certain events occur.
( 4)	The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/8/2012.
( 5)	1 for 1.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dempsey Patrick BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06010			VP-BGI; Pres., LMS

Signatures
Monique B. Marchetti, pursuant to Power of Attorney		2/10/2012
** Signature of Reporting Person		Date

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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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