x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	Electing directors;

2.	Ratifying the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2012;

3.	Voting on an advisory (non-binding) resolution to approve the Company's executive compensation;

4.	Voting on a stockholder proposal set forth in the proxy statement, if the proposal is properly presented at the meeting; and

5.	Transacting any other business that may properly come before the meeting or any adjournment thereof.

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•	The following table provides summary information about each director nominee. Each director nominee is elected for a three-year term, expiring at the Annual Meeting of Stockholders in 2015. Each director is elected by a plurality of the votes cast.

•	No director nominee, each of whom is a current director, attended fewer than 90% of the Board meetings and committee meetings on which he or she sits.

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1	This amount includes the incremental increase of $125,704 in fair value of prior year grants resulting from a change in service condition that was treated as a modification under ASC 718.

2	This amount includes the incremental increase of $267,496 in fair value of prior year grants resulting from a change in service condition that was treated as a modification under ASC 718.

•	Deadline for stockholder proposals for inclusion in the proxy statement for the 2013 Annual Meeting:    November 23, 2012

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•	By internet. To vote using the internet, go to the website listed on your Notice of Internet Availability or proxy card. You will need to follow these instructions and the website.

•	By telephone. To vote by telephone, call the toll free number listed on your Notice of Internet Availability or proxy card. You will need to follow these instructions and the prompts from the telephone voting system.

•	By mail. If you requested printed proxy materials and wish to vote by mail, simply mark, sign and date the proxy card and return it in the postage-paid envelope provided.

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•	The Company's corporate governance structure already provides effective independent oversight of management; and

•	If adopted, the proposal would unnecessarily restrict the Board's ability to select the director best suited to serve as Chair of the Board based on criteria the Board deems to be in the best interests of the Company and its stockholders.

•	The independence of the Board as a whole satisfies both Company and New York Stock Exchange guidelines and independence standards. Only one member of management, our Chief Executive Officer, is a member of the Board. While our Chairman is a Company employee, he is not a member of management. In fact, his services as an executive officer ended in 1997.

•

Various committees of the Board perform oversight functions that are independent of management. The Audit Committee, the Compensation and Management Development Committee and the Corporate Governance Committee are each composed entirely of independent directors. This means that oversight of critical matters such as the integrity of the Company's financial statements, executive compensation and the process for the nomination of directors and evaluation of the Board and key committees is entrusted to independent directors.

•	While the Chair of the Board presides at executive sessions of the non-management directors, the Chair of the Audit Committee (or his or her delegatee director) presides at executive sessions of the independent directors.

•	As required by our Corporate Governance Guidelines, the non-management directors meet in regularly scheduled executive sessions without the presence of management, and the independent directors meet in executive session at least once each year without the employee Chairman.

•	The independent members of the Board and each of its key committees, which are composed entirely of independent directors, have unrestricted access to management and the authority to retain independent financial, compensation, legal and other advisors as they may deem appropriate.

•	Stockholders may communicate directly with the Company's independent or non-management directors as described below in the “Stockholder and Interested Parties Communications” section.

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1	Results are adjusted in accordance with the Barnes Group Inc. Performance-Linked Bonus Plan for Selected Executive Officers ("Annual Incentive Plan" or "Performance-Linked Bonus Plan") and certified by the Compensation Committee, as described below in the "Annual Cash Incentive Awards" section.

2	"As Certified Basic EPS" is based on Basic EPS, excluding costs related to discontinued operations, strategic initiatives for restructuring activities and acquisition due diligence, as directed under the Annual Incentive Plan.

3	"As Certified Revenue" is based on Revenue, adding back net sales of discontinued operations, as directed under the Annual Incentive Plan.

4	"As Certified Operating Margin" is based on Operating Margin, excluding costs related to strategic initiatives for restructuring activities and acquisition due diligence, as directed under the Annual Incentive Plan.

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1	"All Other NEOs" chart above does not include information for Mr. Burris, whose employment with the Company terminated on August 20, 2011.

•	Provide appropriate incentives by linking and balancing significant short- and long-term compensation opportunities to Company performance and total shareholder return;

•	Reward NEOs who contribute meaningfully to achieving our strategic objectives;

•	Require NEOs to hold a significant equity investment in our Company so that they manage the business from the perspective of stockholders;

•	Align our compensation polices with stockholders' long-term interests by assigning a significant portion of potential compensation to performance-based pay elements that are dependent upon achieving the Company's goals, but that do not encourage excessive risk-taking;

•	Attract, retain and engage highly qualified individuals by offering competitive, balanced compensation arrangements based upon clear goals that vest on continued employment; and

•	Maximize the tax effectiveness of the total compensation and benefits package, and minimize potentially adverse tax and accounting consequences, in each case to the extent practicable.

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•	Base salary;

•	Annual cash incentive awards;

•	Long-term incentive awards;

•	Change in control and severance benefits;

•	Pension, retirement and executive life insurance programs; and

•	Perquisites.

•	Peer Group data and external market information;

•	Individual performance;

•	The level of responsibility assumed and the nature and complexity of each NEO's role (including the number of years in the position, any recent promotion or change in responsibility or “impact” as a member of management, and the amount, timing and percentage of the last base salary increase);

•	The leadership demonstrated to create and promote a day-to-day working environment of unwavering integrity, compliance with applicable laws and the Company's ethics policies, and global responsibility; and

•	The desire to retain NEOs capable of driving achievement of the Company's strategic objectives and the marketability and criticality of retention of NEOs.

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1	"As Certified Basic EPS" is based on Basic EPS, excluding costs related to discontinued operations, strategic initiatives for restructuring activities and acquisition due diligence, as directed under the Annual Incentive Plan.

2	"As Certified Revenue" is based on Revenue, adding back net sales of discontinued operations, as directed under the Annual Incentive Plan.

3	"As Certified Operating Margin" is based on Operating Margin, excluding costs related to strategic initiatives for restructuring activities and acquisition due diligence, as directed under the Annual Incentive Plan.

1	Mr. Burris, whose employment with the Company terminated on August 20, 2011, was not eligible for a cash incentive award for 2011 under the terms of the Annual Incentive Plan.

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1	Assumes continued employment by the NEOs.

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1	Each of the three performance measures, total shareholder return, basic EPS growth, and operating income before depreciation and amortization growth, is evaluated separately as compared to performance of companies in the Russell 2000 Index.

2	Results between Performance Levels will result in interpolated payouts.

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1

Grants made to Mr. Burris were forfeited at the time of termination of his employment with the Company on August 20, 2011 or canceled following the applicable post-termination exercise period, other than the Relative Measure PSAs which will be prorated for the portion of the performance period when he was an active employee. The prorated payout on the Relative Measure PSAs, if any, will be at the same time as payouts to the other NEOs.

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•	The stock options and RSU components of our long-term incentive award program vest ratably over three or more years. Our Relative Measure PSAs vest based on performance at the end of the three-year performance period.

•	Performance targets are tied to several financial metrics, including basic EPS, Revenue and Operating Margin, that are quantitative and measurable.

•	The performance periods and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period.

•	Our stock ownership requirements require our NEOs to own equity representing a significant multiple of their base salary, and to retain this equity throughout their tenures.

•	We have a practice of entering into clawback agreements with executives hired or promoted after late 2008 that allow us to recoup incentive compensation in situations where the awards earned by these NEOs is based on the achievement of certain financial performance targets that are later restated and would therefore result in lower awards paid.

•

Payouts under our annual and long-term incentive programs are subject to a cap. Specifically, under our current practices for NEOs, our annual cash incentive award payments are capped (at not greater than 2.25 times base salary for the Chief Executive Officer and less for other NEOs). Performance based payouts under the relative measure program are capped at 2.5 times the target level Relative Measure PSA grant.

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•	The annual cash perquisite allowances of $20,000 or $25,000 were eliminated;

•	The tax gross-ups on Company-paid annual physicals (for amounts not otherwise covered by health insurance) and annual financial planning and tax preparation services were eliminated; and

•	We established an annual cap of $100,000 for the CEO's personal use of the Company-leased aircraft, the value of which is subject to personal income tax and does not include gross-up.

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*	Mr. Dempsey was promoted to Senior Vice President and Chief Operating Officer effective February 13, 2012.

**	Ms. Toussaint gave notice of her resignation of employment with the Company, which became effective on March 16, 2012.

1

In connection with his offer of employment, the Company agreed to pay Mr. Stephens a $50,000 at-hire bonus in 2009 and a $124,000 bonus in 2010. The $124,000 Bonus was to be paid upon Mr. Stephens' completion of one year of satisfactory service with the Company in lieu of an at-hire long-term incentive award. The amount listed in Bonus for Mr. Burris for 2009 represents a one-time discretionary retention bonus.

2

Stock Awards represent the aggregate grant date fair value of RSUs, Relative Measure PSAs, EPS PSAs, and EPS PUPs granted to NEOs under the Barnes Group Inc. Stock and Incentive Award Plan. EPS PUP awards are denominated in units with each unit being equivalent in value to one share of Common Stock and are payable in cash. Both EPS PUP awards and EPS PSA awards vest upon satisfying established performance goals. Relative Measure PSA awards vest upon satisfying established performance goals. In addition to the RSU value, the value disclosed in this column for the Relative Measure PSA awards for Messrs. Milzcik, Stephens, Dempsey and Burris and for Mses. Toussaint and Edwards represents the amount of compensation if target goals are met. The maximum grant date fair value of the Relative Measure PSA awards granted in 2011 was $2,040,788 for Mr. Milzcik, $340,131 for Mr. Stephens, $274,901 for Mr. Dempsey, $270,241 for Ms. Toussaint, $223,648 for Ms. Edwards, and $386,627 for Mr. Burris. All three measures of the Relative Measure PSA awards allow an NEO to receive up to 250% of the target amount, however, only the basic EPS growth and operating income before depreciation and amortization growth measures would increase the compensation awarded under ASC 718 if the award paid out at maximum. The fair value of the performance based portion of the awards was determined based on the market value of Common Stock on the date of grant and the fair value of the market based portion of awards was determined based on a Monte Carlo valuation method, as described in the note on Stock-Based Compensation in the notes to the Company's consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end. Also included in this column for Mr. Burris is the incremental increase of $125,704 in fair value of prior year grants resulting from a change in service condition that was treated as a modification under ASC 718.

3

Option Awards represent the aggregate grant date fair value of stock options granted to NEOs under the Barnes Group Inc. Stock and Incentive Award Plan. The fair value was determined by using the Black-Scholes option pricing model applied consistently with the Company's practice, as described in the note on Stock-Based Compensation in the notes to the Company's consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end. Also included in this column for Mr. Burris is the incremental increase of $267,496 in fair value of prior year grants resulting from a change in service condition that was treated as a

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4	Non-Equity Incentive Plan Compensation includes amounts earned under the Company's Performance-Linked Bonus Plan for Messrs. Milzcik, Stephens, Dempsey and Burris, and Mses. Toussaint and Edwards, and the amounts earned in 2010 under the Management Incentive Compensation Plan for Ms. Toussaint.

5

The amount listed in Change in Pension Value and Nonqualified Deferred Compensation Earnings for all NEOs other than Mr. Burris represents the annual increase in pension value for the NEOs under all of Barnes Group Inc.'s defined benefit retirement programs. All assumptions are as detailed in the notes to the Company's consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end, with the exception of the following: retirement age for all plans is assumed to be the older of the unreduced retirement age, as defined by each plan, or age as of December 31, 2011, December 31, 2010 or December 31, 2009, as applicable, and no pre-retirement mortality, disability, or termination is assumed. The U.S. discount rates of 5.05%, 5.65% and 6.20%, respectively, are detailed in the Management Discussion and Analysis filed with the Annual Report on Form 10-K for the respective year-end.

6

At December 31, 2011, the Change in Pension Value and Nonqualified Deferred Compensation Earnings for Mr. Burris relates to the Company's Salaried Retirement Income Plan (the “Pension Plan”), the Retirement Benefit Equalization Plan (“RBEP”), the Supplemental Executive Retirement Plan (“SERP”) and the Modified Supplemental Senior Officer Retirement Plan (“MSSORP”). The change in the pension value for the Pension Plan, RBEP, SERP and MSSORP plans was $11,498, $76,940, $(271,929), and $(44,992), respectively. Pursuant to SEC regulations, the aggregate, negative change in pension value of $(228,483) is not reflected in the amount shown in the column.

	The Change in Pension Value and Nonqualified Deferred Compensation Earnings is segregated by plan in the following table:

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a

The amount listed in this column for Mr. Stephens and Mses. Toussaint and Edwards assumes that they will vest under the Barnes Group 2009 Deferred Compensation Plan and therefore would not be eligible to receive benefits under the RBEP. The amount listed in this column for Messrs. Milzcik and Dempsey assumes that they will vest under the MSSORP and therefore would not be eligible to receive benefits under the RBEP.

b

The net reduction in value for the SERP plan benefits in 2011 is a result of changes in qualified plan provisions that updated adjustment factors used to determine optional forms of payment. The optional form factors used now provide a lesser reduction. The overall value to the participant remains unchanged should the participant elect the 50% joint and survivor optional form of payment.  The decrease in SERP is directly offset by the increase in the qualified plan.

7	The compensation represented by the amounts for 2011 set forth in the All Other Compensation column for the NEOs is detailed in the following table:

a	This column represents the reimbursement of taxes paid on eligible compensation included in the All Other Compensation table for the NEOs in accordance with the Company's policies and practices.

b	The value of the personal usage of the Company aircraft is based on the aggregate incremental cost to the Company which is based on actual payments made by the Company for the use of the aircraft for the chief executive officer.

c

Payments made under the Senior Executive Enhanced Life Insurance Program (“SEELIP”). The SEELIP applies to officers and selected other employees for which the Company pays individual life insurance policies that are owned by the participants, with the life insurance coverage equal to four times salary. The Company generally ceases to pay policy premiums on termination of employment, unless the NEO has attained age 55 and 10 years of service, in which case the Company continues to pay premiums and tax gross-ups during the lifetime of the participant. Effective April 1, 2011, the Company modified the SEELIP to close participation to any employee hired or promoted into an eligible position after April 1, 2011 and eliminated for all NEOs the Company-paid premium and related tax gross-up payments following retirement after April 1, 2011.

d

Payments made to Messrs. Milzcik, Stephens, Dempsey and Burris and Mses. Toussaint and Edwards through March 31, 2011 for the annual cash perquisite allowance which was payable in monthly installments. This allowance became effective October 1, 2008 to replace a prior company car program and payments made for club memberships and wireless device expenses. Effective April 1, 2011, the annual cash perquisite allowance was eliminated and the salary of each NEO was increased by $15,000, which was designed to offset the discontinuance of the allowance.

e	The amount listed as deferred compensation for Mr. Stephens and Mses. Toussaint and Edwards includes employer contributions to the Barnes Group 2009 Deferred Compensation Plan. Refer to the “Nonqualified Deferred Compensation Table” for further details of the plan.

f	Ms. Toussaint received relocation benefits consistent with Company policy and practices. During 2011, Ms. Toussaint's relocation benefits

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g	Includes compensation payable to Mr. Burris in accordance with the transition and separation agreement dated June 14, 2011 between the Company and Mr. Burris (the "Separation Agreement").

h	Consists of matching contributions made by the Company under the Retirement Savings Plan which is a plan generally available to most U.S. based employees, including the NEOs.

i	Included in All Other Perquisites are payments made for financial planning and tax preparation services for Messrs. Milzcik, Stephens, Dempsey and Burris, and Mses. Toussaint and Edwards; executive physical examinations for Messrs. Stephens and Dempsey; gifts in connection with Mr. Burris' departure from the Company, which were grossed-up; and Company-paid office parking for Mr. Dempsey.

1	This row sets forth the range of the potential amounts payable under the Performance-Linked Bonus Plan for Selected Executive Officers.

2	This row set forth the range of the number of shares of Common Stock that could be issued under Relative Measure PSAs granted in 2011 under the Barnes Group Inc. Stock and Incentive Award Plan.

3	Stock options granted under the Barnes Group Inc. Stock and Incentive Award Plan are described in the “Outstanding Equity Awards at Fiscal-Year End” table.

4	Each option has an exercise price equal to the fair market value of Common Stock at the time of grant, as determined by the last trading price per share of Common Stock during regular trading hours on the grant date of the option.

5

Mr. Burris' unvested stock options and restricted stock units were forfeited upon his separation from the Company on August 20, 2011. A proration of the Relative Measure PSAs from the beginning of the performance period to the date of separation may be earned at the end of the performance period. Eligibility for payments under the Performance-Linked Bonus Plan ended upon his separation from the Company.

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1	Stock option grants awarded from 2007 to 2010 represents the mean between the highest and the lowest stock price of a share of Common Stock on the grant date of the option. Stock option grants awarded in 2011 represents the last trading price during regular trading hours per share of Common Stock on the grant date of the option.

2	On December 30, 2011, the last trading day of fiscal year, the closing market value of the Common Stock was $24.11.

3	The option vests at 33.34% on the eighteenth month and 33.33% on each of the thirtieth and forty-second month anniversaries of the grant date.

4	The option vests at 33.334% on August 14, 2009 and 33.333% on August 14, 2010 and August 14, 2011.

5	The option vests at 33.334% on August 8, 2011 and 33.333% on August 8, 2012 and August 8, 2013.

6	The option vests at 33.334% on August 10, 2010 and 33.333% on August 10, 2011 and August 10, 2012.

7	The EPS PSA vests on the third anniversary of the grant date subject to the achievement of performance goals.

8	The Relative Measure PSA vests at 33.34% on December 31, 2010 and 33.33% on December 31, 2011 and December 31, 2012 subject to the achievement of performance goals.

9	The RSU vests one-third on August 9, 2013, August 9, 2014 and August 9, 2015.

10	The RSU vests at 33.4% on February 8, 2011 and 33.3% on February 8, 2012 and February 8, 2013.

11	The RSU vests at 33.4% on August 10, 2011 and 33.3% on August 10, 2012 and August 10, 2013.

12	The RSU vests at 33.34% on January 24, 2011 and 33.33% on January 24, 2012 and January 24, 2013.

13	The RSU vests at 20% on February 10, 2012 and February 10, 2013 and 60% on February 10, 2014.

14	The RSU vests at 33.4% on October 26, 2012 and 33.3% on October 26, 2013 and October 26, 2014.

15	The RSU vests at 33.4% on August 10, 2011 and 33.3% on August 10, 2012 and August 10, 2013.

16	The RSU vests at 33.4% on August 13, 2010 and 33.3% on August 13, 2011 and August 13, 2012.

17	The RSU vests at 33.4% on the third anniversary and 33.33% on the fourth and fifth anniversaries of the base date, April 5, 2007.

18	The options terminate 10 years after the grant date.

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1	Amount reflects the difference between the exercise price of the option and the market value at the time of exercise.

2	Amount reflects the market value of the stock on the day the stock vested.

3	Amount includes EPS PSAs vested on December 31, 2011 for Ms. Toussaint in the amount of 2,500, which was paid in the form of shares of Common Stock on March 1, 2012, when the market value was $27.48 per share. The value realized on vesting of this EPS PSA was $68,700 for Ms. Toussaint. Messrs. Milzcik, Stephens, Dempsey and Burris and Mses. Edwards and Toussaint were not granted EPS PSAs in 2011.

1	All assumptions are as detailed in the notes to the consolidated financial statements for the fiscal year ended December 31, 2011, including a discount rate of 5.05% with the exception of the following:

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•	Retirement age for all plans is assumed to be the later of unreduced retirement age, as defined by each plan, or age as of December 31, 2011.

•	No pre-retirement mortality, disability, or termination is assumed.

2

Consistent with financial disclosure calculations, it is assumed that the form of payment is a life annuity for the Salaried Retirement Income Plan ("Qualified"), the Retirement Benefit Equalization Plan ("RBEP") and the Supplemental Executive Retirement Plan ("SERP"). It is assumed that the form of payment for NEO MSSORP participants is 5-year installments (which are actuarially equivalent to the life annuity).

3	The 2011 qualified plan compensation limit of $245,000 has been incorporated.

4

The terms of the RBEP and SERP plan documents as amended and restated effective February 8, 2010 and the terms of the MSSORP plan document as amended and restated effective January 1, 2009 have been reflected in the December 31, 2011 SEC disclosure tables. Subsequent amendments as of December 31, 2009 to the MSSORP plan document are likewise reflected in the December 31, 2011 SEC disclosure tables.

5	The Prior Plan Offset benefit payable as of age 62 for Mr. Milzcik is an estimated benefit.

6	Internal Revenue Code Section 415 limit is not reflected for these calculations. Note that the limit would only affect the distribution of amounts between the qualified and non-qualified plans.

7	As previously disclosed, Mr. Burris' employment with the Company terminated on August 20, 2011 and, as a result, as of December 31, 2011 he is no longer entitled to benefits under, and there is no present value under, the MSSORP or the SERP, nor is he accruing any additional benefits under those plans.

•	Salaried Retirement Income Plan ("Qualified Plan");

•	Supplemental Executive Retirement Plan ("SERP");

•	Retirement Benefit Equalization Plan ("RBEP"); and

•	Modified Supplemental Senior Officer Retirement Plan ("MSSORP").

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(a)

equals the sum of: (i) the monthly retirement income payable to the participant if he or she elected a straight life annuity under the Qualified Plan, and (ii) if the participant is also a participant in the MSSORP, the monthly retirement income payable to the participant if he or she elected a straight life annuity under the MSSORP; or if the participant is also a participant in the RBEP, the monthly retirement income payable to the participant if he or she elected a straight life annuity under the RBEP; and

(b)	equals the sum of: (i) the monthly pension benefits to which the participant is entitled pursuant to the Qualified Plan were he or she to elect the 50% contingent pensioner form of annuity, naming such spouse or former spouse as contingent pensioner, and irrespective of whether or not the participant in

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(a)	equals 55% of the participant's final average compensation multiplied by the ratio (not to exceed 1.0) of his or her credited service to 15;

(b)	equals the participant's Qualified Plan benefit;

(c)	equals the participant's Social Security benefit; and

(d)	equals the participant's prior employer benefit.

(a)

equals 55% of the participant's final average compensation (which generally includes base salary and annual incentive compensation) multiplied by the ratio (not to exceed 1.0) of his or her credited service to the greater of 15 years or the credited service the participant would have completed had credited service continued to age 62 multiplied by a percentage factor (less than 100%) based on the participant's age at the time that benefits commence;

(b)	equals the participant's Qualified Plan benefit as of such date;

(c)	equals the participant's Social Security benefit; and

(d)	equals the participant's prior employer benefit multiplied by the same percentage factor based on the participant's age used in the calculation of (a).

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•	Two-year continuation of his salary as of the date of termination;

•	Two-year continuation of then provided welfare benefits (to the extent continuation is permitted under the Company's plans);

•	All benefits, if any, he is entitled to under all of the Company's programs (excluding severance pay or salary continuation programs) providing benefits after termination (“Accrued Post-Employment Benefits”);

•	The annual bonus for the prior completed fiscal year, if as of the termination date such annual bonus has not yet been paid;

•	The prorata portion of any annual bonus for the calendar year in which the termination occurs that would have been paid had his employment continued; provided that, in determining the amount of the bonus, the Compensation Committee maintains its rights under the bonus plan to exercise negative discretion in

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•	Annual payment for two years following termination of an amount equal to his target bonus in effect for the year of termination.

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•	An amount equal to two times the most recent base salary and two times the highest of (i) the annualized average bonus for up to three years prior (or such annualized year if applicable) to the (a) separation from service; or (b) change in control; or (ii) the target bonus for the year in which the separation from service occurs;

•	Cash payment equal to a prorated target bonus for the year in which the separation from service occurs (less any prorata bonus previously paid for the same period);

•	Twenty-four months of additional age credit, benefit accruals and vesting credit under the Company's non-qualified and qualified retirement plans, with the resulting benefits payable either at the times provided by such plans or in an actuarially equivalent lump sum on March 1 of the year following the year in which the date of termination occurs;

•	Lump sum amount equal to 24 multiplied by the NEO's average monthly perquisite allowance (as in effect prior to the date of termination or, if higher, prior to the change in control), and 24 months of continued financial planning assistance at the Company's expense; and

•	Twenty-four months continued participation in any welfare plans of the Company (including medical, dental, death, disability, and the Company's Senior Executive Enhanced Life Insurance Program, if applicable) in which the NEO was participating at the time of termination of employment or change in

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•	An additional payment each month during the 24 month period to gross-up the NEO for all taxes due on the medical and dental benefits payable under the severance agreement.

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1

Value of equity awards vesting upon a change in control, death or disability are equal to the grant's intrinsic value as of December 31, 2011 based on the closing market price of $24.11. Equity awards (including reload options) and non-equity incentive plan compensation that were fully vested by their terms as of December 31, 2011 are not included in the numbers shown above. For information on any outstanding fully-vested awards, see the “Outstanding Equity Awards at Fiscal Year End” Table.

2	The value of these benefits is based upon provisions of the change in control severance agreements with our NEOs whereby the executives are entitled to the value of additional retirement benefits that would have been earned had they continued employment for two additional years after employment termination. Note that Mr. Milzcik does not have a similar provision in his employment agreement.

3

The value of these benefits is based upon provisions of Mr. Milzcik's employment agreement, the Executive Separation Pay Plan, and the change in control severance agreements with our NEOs whereby the executives are entitled to continued participation in the Company's welfare and fringe benefit plans for 12 or 24 months upon covered terminations of employment, and continuation of premium payments and benefits under the Senior Executive Enhanced Life Insurance Program. Although continued participation may cease to the extent the

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4

Amounts reflect the difference between the exercise price of the option and the closing market price of $24.11 as of December 31, 2011. Options with a strike price greater than $24.11 are shown as $0. Equity awards (including reload options) that were fully vested by their terms as of December 31, 2011 are not included in the numbers shown above. For information on any outstanding fully-vested awards, see the “Outstanding Equity Awards at Fiscal Year End" Table.

5	Amounts reflect the market value of the shares underlying the awards as of December 31, 2011 at the closing market price of $24.11 and do not include any value for that portion of the award with respect to which the participants accrued a vested interest by or on December 31, 2011.

6	Amounts reflect the market value of the shares underlying the awards as of December 31, 2011 at the closing market price of $24.11 and do not include any value for that portion of the award with respect to which the participants accrued a vested interest by or on December 31, 2011.

7	Relative to the Cash Compensation/Severance row of the table, no additional payment is due under the Performance-Linked Bonus Plan; participants must be employed on the date of payment to receive an award; so no award is payable.

8

Relative to the Cash Compensation/Severance row of the table, the Executive Separation Pay Plan stipulates no separation benefits are due if the executive is terminated for misconduct. Under the Performance-Linked Bonus Plan, the officer generally must be employed on the date of payment to receive an award. A retirement-eligible officer also gets no bonus under the Performance-Linked Bonus Plan if terminated for Cause.

9

The amount in the Cash Compensation/Severance row of the table equals one year's salary and includes a pro-rated award under the Performance-Linked Bonus Plan for all executives other than Mr. Milzcik. Under the Performance-Linked Bonus Plan, an executive terminated other than for cause after October 31, 2011 is entitled to a pro-rated award. For Mr. Milzcik, the amount includes a payment of two-times base salary and target bonus for the year of termination. In the case of termination without cause or for good reason, Mr. Milzcik is entitled to his Relative Measure PSAs for performance periods beginning after January 1, 2009, calculated based on the Company's actual performance as compared to that of the Russell 2000 Index, prorated through the second anniversary of his termination date. The amounts shown in the table assume performance at target levels for 2011 and future years.

10

Relative to the Cash Compensation/Severance row of the table, no additional salary is due upon death or disability. But, under the Performance-Linked Bonus Plan, the participant would be entitled to a prorated award for a death or disability on December 31, 2011. Participants' beneficiaries would also be entitled to life insurance benefits as well as certain pension plan death benefits not shown on this table. Equity awards (other than performance shares) vest at date of death. No incremental value is shown for death because the table assumes death occurred on the last day of the year; the awards would then have already been earned.

11

Participants would be able to receive short-term disability and long-term disability payments available to all salaried employees which amounts are not shown in the table above. Participants would also accrue service under some of the pension plans during a period of disability. Equity awards (other than performance shares) vest upon the occurrence of a qualifying disability event. No incremental value is shown for disability because the table assumes disability occurred on the last day of the year; the awards would then have already been earned.

12

Executives are entitled to a pro-rated target bonus upon a change in control. This is netted against the amount paid for termination following a change in control when such termination occurs in the same year. The table reflects a December 31, 2011 event. Since a portion of the 2011 bonus is earned as of December 31, 2011, the Cash Compensation/Severance row includes the excess (if any) of the full-year target bonus over the amount actually awarded for the year. Pro-rated bonus is based on the greater of his target bonus or his 3-year average bonus for Mr. Milzcik, and target for the other NEOs. Agreements separately provide for a bonus component of the severance benefit. For all NEOs, this is based on 3-year average bonus for post-change in control termination, rather than the target bonus if this is more favorable. The severance benefits shown for Mr. Stephens and Ms. Toussaint for a post-change in control termination have been reduced by $505,400 and $349,600, respectively, to the largest after-tax payment.

13	Equity awards only allow for retirement treatment if an executive retires at or after attaining age 62 with at least five years of service. No amounts are shown in this column as none of the NEOs was eligible to retire on December 31, 2011.

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1	Mr. Barnes became a participant in the plan when it was initially adopted in 1987. He became an employee in 1993 and continues to participate in the plan.

1	Stock Awards represent the aggregate grant date fair value of restricted stock units granted to directors under the Barnes Group Inc. Stock and Incentive Award Plan.

a	Stock awards outstanding at December 31, 2011 were 18,077 for Messrs. Barnes, Benanav, Alden, Bristow, and Carpenter and Ms. Mangum, 6,077 for Mr. Morgan and for Mr. Albani and 6,295 for Mr. McClellan.

2	There were no Option Awards outstanding at December 31, 2011 for any of the Directors.

3

At December 31, 2011, the Change in Pension Value and Nonqualified Deferred Compensation Earnings for Mr. Barnes relates to the Company's Salaried Retirement Income Plan (the "Qualified Plan"), the Supplemental Executive Retirement Plan ("SERP") and the Modified Supplemental Senior Officer Retirement Plan ("MSSORP"). The change in the pension value for the Qualified Plan, SERP, and MSSORP was $161,959, ($57,543), and ($38,948), respectively. The amount of benefits provided under the Qualified Plan, SERP and MSSORP continue to increase with pay and service; however, given that Mr. Barnes is now working beyond the age at which he could start collecting  retirement benefits without early commencement penalty, the present value of the SERP and MSSORP benefits are declining.

4

Mr. Benanav participates in the Barnes Group Inc. Amended and Restated Directors' Deferred Compensation Plan. Interest is credited each quarter, on the amount of deferred director fees and dividends, based upon the rate of interest for prime commercial loans on the first business day of each quarter. Any preferential amount would be determined by calculating the difference between the actual interest

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5	The compensation represented by the amounts for 2011 set forth in the All Other Compensation column for the directors is detailed in the following table:

a	Taxes paid on All Other Compensation were based on the maximum tax rates of the director's jurisdiction.

b

At December 31, 2011, the aggregate balance included $47,300 of life insurance premiums paid on behalf of Mr. Barnes under the SEELIP and $14,828 of income related to a split dollar life insurance policy. The compensation associated with the split dollar agreement was calculated by determining Mr. Barnes's current share in the policy and multiplying by an estimated term life insurance rate based upon certain factors such as the age of the insured and the amount of the policy.

c

Includes payments made to Mr. Barnes through March 31, 2011 for the annual cash perquisite allowance which was payable in monthly installments. This allowance became effective October 1, 2008 to replace a prior company car program and payments made for club memberships and cell phone expenses. Effective April 1, 2011, the annual cash perquisite allowance was eliminated and Mr. Barnes' annual salary was increased by $15,000, which was designed to offset the discontinuance of the allowance.

d	Included in Perquisites are payments made for financial planning services and a corporate function-related gift.

e	Mr. Barnes received $276,250 in an annual salary as an employee of the Company in 2011.

f	Included in Other are matching contributions made by the Company under the Retirement Savings Plan for Mr. Barnes, and life and accidental death and dismemberment insurance premiums paid by the Company for the benefit of Messrs. Benanav, Alden, Bristow, Carpenter, Morgan, Albani, and McClellan and Ms. Mangum.

1	Weighted-average exercise price excludes 532,179 shares for restricted stock awards with a zero exercise price.

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1	This information is based on a Schedule 13G/A filed by Bank of America Corporation ("BoA") on February 14, 2012 with the SEC. As of December 30, 2011, BoA had shared voting power with respect to 924,393 shares and shared investment power with respect to 5,907,554 shares.

2	This information is based on a Schedule 13G/A filed by Blackrock, Inc. on February 13, 2012 with the SEC. As of December 30, 2011, Blackrock, Inc., together with affiliates identified in the Schedule 13G/A, had sole voting power and sole investment power with respect to an aggregate of 3,791,806 shares.

3	As of February 1, 2012, based on Company records, Mr. Barnes had sole voting and sole investment power with respect to 634,937 shares and sole voting and shared investment power with respect to 2,182,206 shares.

4	This information is based on a Schedule 13G/A filed by the Barnes Group Inc. Retirement Savings Plan on January 12, 2012 with the SEC. As of December 31, 2011, the Barnes Group Inc. Retirement Savings Plan had shared investment power with respect to 3,119,731 shares.

*	Less than 1% of Common Stock beneficially owned.

1	The named person or group has sole voting and investment power with respect to the shares listed in this column, except as set forth in this note.

	The shares listed for Messrs. Albani, Alden, Barnes, Benanav, Bristow, Carpenter, Dempsey, McClellan, Milzcik, Morgan and Stephens and Mses. Edwards, Mangum and Toussaint, and the directors and executive officers as a group include 0; 0; 0; 0; 0; 0; 155,826; 0; 600,142; 0;

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The shares listed for Messrs. Dempsey, Milzcik and Stephens and Mses. Edwards and Toussaint and the directors and officers as a group do not include 43,309; 162,447; 24,189; 15,194; 23,098 and 293,732 shares of Common Stock, respectively, that the holders may have the right to receive on a future date (beyond 60 days from February 1, 2012) pursuant to restricted stock unit and performance share awards. The shares listed also do not include the following number of shares of Common Stock that the following directors may have the right to receive on a future date (beyond February 1, 2012) pursuant to restricted stock unit awards: 1,810 shares with respect to Messrs. Albani, Alden, Barnes, Benanav, Bristow, Carpenter and Morgan and Ms. Mangum; and 4,484 shares of Common Stock with respect to Mr. McClellan.

•	Long-standing stock ownership requirements for non-management directors and for key employees, including all executive officers;

•	A stockholder rights plan policy as described in our Corporate Governance Guidelines;

•	A Finance Committee that is charged with reviewing and making recommendations to the Board of Directors on our capital structure, including dividend policy and share repurchase considerations, and issuance of debt and equity securities;

•	A requirement in our Corporate Governance Guidelines that our directors attend director education programs and briefing sessions;

•	Annual evaluation processes for the Board of Directors and each of the standing committees;

•	A requirement set forth in our Corporate Governance Guidelines that a director may not simultaneously serve on the audit committees of more than three public companies, including that of the Company;

•

•	A routine practice of regular executive sessions without management present at the meetings of the Board of Directors and each of the standing committees;

•	The use of a compensation consultant that does not provide services to management;

•	Our approach to executive compensation programs, including increasing emphasis on long-term performance-based equity compensation, as described in the "Compensation Discussion and Analysis" section;

•	An executive compensation clawback policy implemented in late 2008 that applies to our CEO and certain other officers, as discussed on page 21;

•	A policy applicable to all executive officers that requires Corporate Governance Committee approval before accepting outside board membership with for-profit entities;

•	A compliance helpline through which employees and other interested parties may communicate with the Board of Directors or raise concerns; and

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•	Regular consideration of rotation of committee chairs and members, with a view towards balancing the benefits derived from continuity against the benefits derived from diversity of experience and viewpoints. All committee chairs were last rotated in 2010.

a.

A director will not be independent if (i) the director is, or was within the preceding three years, employed by the Company; (ii) an immediate family member of the director is, or was within the preceding three years, employed by the Company as an “executive officer” (as such term is defined by the New York Stock Exchange) other than on an interim basis; (iii) the director or any immediate family member has received from the Company, during any 12 consecutive months within the preceding three years, more than $120,000 in direct compensation from the Company, other than compensation received by an immediate family member of a director for service as a non-executive employee of the Company and director and committee fees and deferred compensation for prior service, provided, that such deferred compensation is not contingent on continued service; (iv) the director is employed by the Company's independent auditor; (v) an immediate family member of the director is employed by the Company's independent auditor (I) as a partner or (II) otherwise as an employee who personally works on the Company's audit; (vi) the director or an immediate family member was within the last three years a partner or employee of the Company's independent auditor and personally worked on the Company's audit within that time; or (vii) a Company executive officer is, or was within the preceding three years, on the board of directors of a company which, at the same time, employed the Company director or an immediate family member of the director as an executive officer.

b.

The following commercial and charitable relationships will not be considered material relationships that would impair a director's independence: (i) if a Company director is an employee, or an immediate family member is an executive officer, of another company that does business with the Company and, within any of the last three fiscal years, the annual sales to, or purchases from, the Company are less than 1% of the annual revenues of the other company; (ii) if a Company director is an employee, or an immediate family member is an executive officer, of another company that is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than 1% of the total consolidated assets of the other company; and (iii) if a Company director serves as an officer, director or trustee of a charitable organization, and the Company's discretionary charitable contributions to the organization are less than 1% of such organization's total annual charitable receipts, provided, that the amount of the Company's contributions shall not include the matching of charitable contributions by Barnes Group Foundation, Inc. pursuant to the Matching Gifts Program.

c.

For relationships not covered by b. above, the directors who are independent under the Corporate Governance Guidelines in a. and b. above will determine whether the relationship is material and, therefore, whether the director is "independent." The Company will explain in the next proxy statement the basis of any Board determination that a relationship was immaterial despite the fact that it did not meet the categorical standards of immateriality in b. above.

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1

Audit Fees consist of fees for professional services provided in connection with the integrated audit of the Company's financial statements and internal controls over financial reporting, and review of financial statements included in Forms 10-Q, and includes statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. Fees included in these balances related to the divestiture of the Barnes Distribution Europe ("BDE") businesses, which was part of the Company's Logistics and Manufacturing Services segment, in 2011 were $32,571, compared to $30,000 in 2010.

2	Audit-Related Fees consist primarily of fees for transactional and due diligence reviews and benefit plan audits. Due diligence review fees included in these balances related to the sale of the BDE businesses in 2011 were $385,418, compared to $250,000 in 2010.

3	Tax Fees include fees for tax compliance, tax consulting and expatriate tax services. Tax consulting fees included in these balances related to the sale of the BDE businesses were $546,183 in 2011, compared to $131,166 in 2010.

4	All Other Fees include license fees for PricewaterhouseCoopers LLP's publication Comperio.

•

Annually, management shall present to the Audit Committee its best estimate of the particular services for audit, audit-related, tax and other non-audit services, and the estimated fees therefor, to be performed by an external auditor during the audit engagement period for the then-current fiscal year. The external auditor shall provide such back-up documentation for each such service in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and as the Audit Committee deems necessary or desirable to assess the impact of such service on the external auditor's independence. Prior to the engagement of an external auditor for such services and except as provided by the following described procedure, the Audit Committee shall, by resolution, pre-approve each such service to a maximum amount of estimated fees therefor.

•

For any audit, audit-related, tax or other non-audit service to be obtained by the Company from an external auditor and not pre-approved in accordance with the above described procedure, the Audit Committee Chairperson is authorized to approve prior to the engagement of the external auditor for such service, any such service and expenditures therefor to a maximum of $100,000; provided, that said Chairperson has

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•

All audit, audit related, tax or other non-audit services to be obtained from an external auditor that are not pre-approved by the Audit Committee pursuant to the procedures described above shall be pre-approved by resolution of the Audit Committee prior to the engagement of the external auditor for such services. Further, any engagement for tax and other non-audit services that qualify for the SEC regulations' “de minimis” exception (i.e., they were not recognized as being non-audit services at the time of the engagement and in the aggregate do not exceed the amount specified in SEC rules) to the pre-approval requirement of the procedures described above, shall be promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its Chairperson prior to the completion of the annual audit of the Company's consolidated financial statements.

•	The Chief Financial Officer will provide a quarterly report of external auditor services, by category, to the Audit Committee.

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