SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*

BARNES GROUP INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

067806109

(CUSIP Number)

December 31, 2004

(Date of Event, Which Requires Filing of this Statement)

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

ý     Rule 13-d 1(b)
¨     Rule 13-d 1(c)
¨     Rule 13-d 1(d)

CUSIP No. 067806109

Page 2 of 5

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:
(a) ¨
(b) ¨

3)

SEC Use Only.

4)

Citizenship of 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 Disposive Power:

0

Person With:

(8)  Shared Dispositve Power:

2,732,527

9)

Aggregate Amount Beneficially Owned by Each Reporting Person:  2,732,527  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):

11.7%

12)

Type of Reporting Person (See instructions)          EP

CUSIP No. 067806109

Page 3 of 5

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. 78c). 

(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-1(b)(1)(ii)(E);

(f)

ý

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).

CUSIP No. 067806109

Page 4 of 5

Item 4.

Ownership as of December 31, 2004

(a)

Amount Beneficially Owned:

2,732,527

(b)

Percent of Class:

11.7%

(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:
The Fund disclaims beneficial ownership of all the shares.

2,732,527

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 Person.

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.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

CUSIP No. 067806109

Page 5 of 5

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.

January 31, 2005

Date

/s/ Lawrence W. O'Brien

Signature

Lawrence W. O'Brien, Vice President, Treasurer

Name/Title