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                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549



                                      FORM 10-K



         FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)

                       OF THE SECURITIES EXCHANGE ACT OF 1934



        (Mark One)

        [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

        EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED

        DECEMBER 31, 1996 OR

        -----------------



        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

        SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION

        PERIOD FROM               TO

                   ------------     --------------



                            Commission file number 1-4801

                                                   ------



                                  BARNES GROUP INC.

                                  -----------------

               (Exact name of registrant as specified in its charter)



                Delaware                                      06-0247840

        --------------------------------                 ---------------

        (State or other jurisdiction of                  (I.R.S.Employer

        incorporation or organization)               Identification No.)



        123 Main St., Bristol, Connecticut                 06011-0489

        ---------------------------------                 --------------

        (Address of Principal Executive Office)           (Zip Code)



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

                                                           ------------

        Securities registered pursuant to Section 12(b) of the Act:



        Title of each class         Name of each exchange on which

        -------------------                 registered                 

                                    ------------------------------



        Common Stock par value       

        ----------------------

            $1.00 per share                   New York Stock Exchange

        ----------------------                -----------------------





        Securities registered pursuant to Section 12(g) of the Act:  NONE.



        Indicate by check mark whether the registrant: (1) has filed all

        reports required to be filed by Section 13 or 15(d) of the Securities

        Exchange Act of 1934 during the preceding 12 months (or for such

        shorter period that the registrant was required to file such

        reports); and (2) has been subject to such filing requirements for

        the past 90 days.  Yes X  No  

                              ---   ---



        Indicate by check mark if disclosure of delinquent filers pursuant to

        Item 405 of Regulation S-K is not contained herein, and will not be

        contained, to the best of registrant's knowledge, in definitive proxy

        or information statements incorporated by reference in Part III of

        this Form 10-K or any amendment to this Form 10-K. [ ]



        The aggregate market value of the registrant's voting stock held by

        non-affiliates amounted to $406,297,958 as of February 4, 1997.



        The registrant had outstanding 6,669,471 shares of common stock as of

        February 4, 1997.



        Parts I and II incorporate information by reference from the

        registrant's 1996 Annual Report to Stockholders.  Part III

        incorporates information by reference from the registrant's Proxy

        Statement dated March 4, 1997.



        Exhibit Index located at pages 15-18.