(Commission File Number)

(Address of principal executive offices)

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Entry into a Material Definitive Agreement

On July 26, 2005, Barnes Group Inc. (“Barnes” or the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the several initial purchasers named therein, in connection with the offer and sale of $85 million aggregate principal amount of its 3.75% Convertible Senior Subordinated Notes due 2025 (the “Notes”). In addition, Barnes granted the initial purchasers an option to purchase up to an additional $15 million aggregate principal amount of Notes. The offer and sale of the Notes is more fully described in Item 3.02 below. On July 26, 2005, Barnes issued a press release announcing its sale pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), of $85 million aggregate principal amount of the Notes. A copy of this press release is filed herewith as Exhibit 99.1.

Unregistered Sales of Equity Securities

On July 26, 2005, Barnes entered into the Purchase Agreement with the several initial purchasers named therein, in connection with the offer and sale of $85 million aggregate principal amount of its 3.75% Convertible Senior Subordinated Notes due 2025. In addition, Barnes granted the initial purchasers an option to purchase up to an additional $15 million aggregate principal amount of Notes. The transactions contemplated by the Purchase Agreement are scheduled to be completed on August 1, 2005.

The aggregate offering price for the Notes was $85.0 million. Barnes expects to receive net proceeds from the sale of the Notes of $81.9 million, after deducting the initial purchasers’ discounts and estimated offering expenses of $3.1 million, assuming no exercise of the option granted to the initial purchasers. Barnes anticipates that the proceeds from the sale of the Notes will be used to repay its outstanding borrowings under its revolving credit facility, and to the extent any proceeds remain after such repayment, for general corporate purposes, which may include the repayment or reduction of other indebtedness, capital expenditures, working capital requirements and acquisitions.

The offer and sale of the Notes (and underlying shares of common stock, par value $0.01 per share) to the initial purchasers were exempt from registration under the Securities Act, in reliance on Section 4(2) of the Securities Act as a transaction not involving a public offering. The offer and resales of the Notes by the initial purchasers were also made in transactions exempt from the registration requirements of the Securities Act in accordance with Rule 144A thereunder; such offers and sales were made only to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, with adequate access to information about the Company, and appropriate notice and legends affixed to the Notes regarding the restricted nature of the Notes.

The Notes are convertible into the Company’s common stock at a rate equal to 23.7029 shares

per $1,000 principal amount of the Notes (equal to a conversion price of approximately $42.19 per share), subject to adjustment in the following circumstances:

·   during any fiscal quarter commencing after September 30, 2005, if the closing price of Barnes’ common stock is greater than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter;

·   prior to August 1, 2024, during the five business day-period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of Notes for each day of such measurement period was less than 98% of the product of the closing price of Barnes’ common stock and the applicable conversion rate for the Notes;

·   if the Company calls the Notes for redemption and the redemption has not yet occurred; or

·   upon the occurrence of certain corporate transactions.

Financial Statements and Exhibits

Exhibit 99.1: Press Release, dated July 26, 2005, titled “Barnes Group Announces Sale of $85 Million Principal Amount of 3.75% Convertible Notes”

Dated: July 27, 2005

William C. Denninger

Senior Vice President and

Chief Financial Officer

Document Description

Press Release, dated July 26, 2005, titled “Barnes Group

Announces Sale of $85 Million Principal Amount of 3.75%

Convertible Notes”