UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): February 15, 2008

BARNES GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-04801

06-0247840

(Commission File Number)

(I.R.S. Employer Identification No.)

123 Main Street, Bristol, Connecticut

06011-0489

(Address of principal executive offices)

(Zip Code)


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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02   Results of Operations and Financial Condition.

On February 15, 2008, Barnes Group Inc. issued a press release announcing the financial results of operations for the fourth quarter and full-year ended December 31, 2007. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
 
 
Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1: Press Release issued February 15, 2008, announcing the financial results of operations for the fourth quarter and full-year ended December 31, 2007.

SIGNATURES

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:

February 15, 2008

BARNES GROUP INC.

(Registrant)

 

 

By:

/s/ WILLIAM C. DENNINGER

William C. Denninger

Senior Vice President, Finance and

Chief Financial Officer

EXHIBIT INDEX


Exhibit No.

 

Document Description

 

    99.1

Press Release, dated February 15, 2008

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