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):  May 28, 2003

                              Barnes Group Inc.
             (Exact name of registrant as specified in its charter)

           Delaware               1-04801                   06-0247840
(State or other jurisdiction    (Commission               (IRS Employer
      of incorporation)         File Number)           Identification No.)

            123 Main Street          Bristol, CT             06010
          (Address of principal executive offices)         (Zip Code)

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

         (Former name or former address, if changed since last report)


Item 7.     Exhibits.

            99.1   Press Release issued May 28, 2003 announcing the closing
                   of Barnes Group Inc.'s public offering of shares of its
                   Common Stock.

Item 9.     Regulation FD Disclosure.

            On May 28, 2003, Barnes Group Inc. issued a press release
            announcing the closing of the public offering of shares of its
            Common Stock. A copy is attached hereto as Exhibit 99.1 and is
            incorporated herein by reference.


     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:     May 29, 2003             BARNES GROUP INC.

                                    By:/s/ Signe S. Gates
                                       Signe S. Gates
                                       Senior Vice President, General
                                       Counsel and Secretary

                                Exhibit Index

Exhibit No.          Document Description

   99.1              Press Release, dated May 28, 2003


Barnes Group Inc.                                                EXHIBIT 99.1
Executive Office                                                 ------------
Bristol, CT 06010
Tel:  860.583.7070

BARNES GROUP INC. [Logo]                             News Release
FOR IMMEDIATE RELEASE                                Phillip J. Penn
      May 28, 2003                                   Investor Relations
                                                     (860) 973-2126

                                                     Stephen J. McKelvey
                                                     Corporate Communications
                                                     (860) 973-2132


      BRISTOL, Conn. - May 28, 2003 - Barnes Group Inc. (NYSE: B) today
announced the closing of its public offering of 3,205,431 shares of its
common stock at $19.00 per share. The offering included 823,506 shares sold
by an existing shareholder, GC-Sun Holdings II, L.P., and 381,925 shares
granted by the Company to the underwriters to cover over-allotments.

      As a result of the offering, Barnes Group now has approximately 22.5
million shares outstanding. Net proceeds to Barnes Group of approximately
$42.3 million will be used to pay down existing indebtedness. Barnes Group
did not receive any of the proceeds from the sale of the shares owned by GC-
Sun Holdings.

      Banc of America Securities LLC served as book-running manager of the
offering. Co-managers of the offering were McDonald Investments Inc., Robert
W. Baird & Co. and BB&T Capital Markets.

      "This marks a significant event in the long history of Barnes Group. We
have significantly improved the position of our balance sheet through the
completion of this offering, raising $42 million of capital that will allow
us to continue to generate sustainable, profitable growth through both
internal programs and through acquisitions," stated William C. Denninger,
Barnes Group Inc.'s Chief Financial Officer.

      Barnes Group Inc. ( is a diversified
international manufacturer of precision metal components and 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 2002 sales of $784 million: Associated Spring, one of
the world's largest manufacturers of precision mechanical and nitrogen gas
springs; Barnes Aerospace, a manufacturer and repairer of highly engineered
assemblies and products for commercial and military aircraft engines,
airframes, and land-based industrial gas turbines; and Barnes Distribution,
an international, full-service distributor of maintenance, repair and
operating supplies. Over 6,200 dedicated employees at more than 60 locations
worldwide contribute to Barnes Group Inc.'s success.