Washington, D. C.  20549

                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                              BARNES GROUP INC.
                              (Name of Issuer)

                  Common Stock, par value $0.01 per share
                        (Title of Class of Securities)

                                 (CUSIP Number)

                                December 31, 2003
           (Date of Event, Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which this schedule
is filed:

                              [X] Rule 13-d 1(b)
                              [ ] Rule 13-d 1(c)
                              [ ] Rule 13-d 1(d)

      *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise be subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).


CUSIP No. 067806-10-9
1)     Name of Reporting Persons:
            The Barnes Group Inc. Retirement Savings Plan
       I.R.S. Identification Nos. of Reporting Persons:  06-0247840

2)     Check the Appropriate Box if a Member of a Group:
3)     SEC Use Only.

4)     Citizenship or Place of Organization:    Bristol, CT

     Number of Shares    (5)    Sole Voting Power:                  0
     Beneficially Owned  (6)    Shared Voting Power:                0
     by Each Reporting   (7)    Sole Dispositive Power:             0
     Person With:        (8)    Shared Dispositive Power:   2,830,359

9)     Aggregate Amount Beneficially Owned by Each Reporting Person: 2,830,359
       The Fund disclaims beneficial ownership of all the shares.

10)    Check if the Aggregate Amount in Row 9 Excludes Certain Shares.
       (See instructions)

11)    Percent of Class Represented by Amount in Row 9:       12.3%

12)    Type of Reporting Person (See instructions)  EP


Item 1(a)       Name of Issuer:     Barnes Group Inc.

Item 1(b)       Address of Issuer's Principal Executive Offices:

                123 Main Street, P. O. Box 489, Bristol, CT  06011-0489

Item 2(a)       Name of Person Filing:
                The Barnes Group Inc. Retirement Savings Plan

Item 2(b)       Address or Principal Business Office or, if none, residence:

                123 Main Street
                P.O. Box 489
                Bristol, CT  06011-0489

Item 2(c)       Citizenship:     Connecticut

Item 2(d)       Title of Class of Securities:     Common Stock,
                                                  Par Value $0.01 Per Share

Item 2(e)       CUSIP Number:     067806-10-9

Item 3.         If this statement is filed pursuant to Rules 13d-1(b),
                or 13d-2(b), check whether the person filing is a:

      (a)  [ ]  Broker or dealer registered under section 15 of the Act (15
                U.S.C. 78o).
      (b)  [ ]  Bank as defined in section 3 (a)(6) of the Act (15 U.S.C.
      (c)  [ ]  Insurance company as defined in section 3(a)(19) of the Act
                (15 U.S.C. 78c).
      (d)  [ ]  Investment company registered under section 8 of the
                Investment Company Act of 1940 (15 U.S.C. 80a-8).
      (e)  [ ]  An investment adviser in accordance with section 240.13d-
      (f)  [X]  An employee benefit plan or endowment fund in accordance with
                section 240.13d-1(b)(1)(ii)(F);
      (g)  [ ]  A parent holding company or control person in accordance with
                section 240.13d-1(b)(1)(ii)(G);
      (h)  [ ]  A savings associations as defined in Section 3(b) of the
                Federal Deposit Insurance Act
                (12 U.S.C. 1813);
      (i)  [ ]  A church plan that is excluded from the definition of an
                investment company under section 3(c)(14) of the Investment
                Company Act of 1940 (15 U.S.C. 80a-3);
      (j)  [ ]  Group, in accordance with section 240.13d-1(b)(1)(ii)(J).


Item 4.           Ownership as of December 31, 2003

                  (a)   Amount Beneficially Owned:    2,830,359

                  (b)   Percent of Class:                  12.3%

                  (c)   Number of Shares as to which such person has:

                        (i)  sole power to vote or to direct the vote:    0

                        (ii)  shared power to vote or to direct the vote: 0

                        (iii)  sole power to dispose or to direct the
                               disposition of:   0

                        (iv)  shared power to dispose or to direct the
                              disposition of:  2,830,359
                              The Fund disclaims beneficial ownership of all
                              the shares.

Item 5.           Ownership of Five Percent or Less of a Class.

                  Not applicable.

Item 6.           Ownership of More than Five Percent on Behalf of Another

                  Other persons have the right to receive or the power to
                  direct the receipt of dividends from, or the proceeds of the
                  sale of some of the shares listed in response to Item 4.
                  None of such other persons has any such right or power
                  relating to more than five percent of the total amount of
                  Common Stock outstanding.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent
                  Holding Company.

                  Not applicable.

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.

Item 9.           Notice of Dissolution of Group.

                  Not applicable.


Item 10.          Certification.

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired
                  and are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer
                  of the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction
                  having that purpose or effect.


      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and

January 31, 2004

The Barnes Group Retirement Savings Plan
By:  Barnes Group Inc., the Plan Sponsor

/s/ John R. Arrington

John R. Arrington, Senior Vice President, Human Resources

      The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative.  If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference.  The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.

NOTE:  Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See section 240.13d-7
for other parties for whom copies are to be sent.

      Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)