Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Cestari Paul D
 2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2013		 3. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [B]
(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP,Bus Alys & Pln
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BRISTOL, CT 06010		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,971 (1)
D
 
Common Stock 2,343.7013
I
By Company's Employee Stock Purchase Plan
Common Stock 7,865.5774
I
By Company's 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stk Option-Right to Buy   (2) 02/13/2018 Common Stock 6,150 $ 26.38 D  
Employee Stk Option-Right to Buy   (3) 02/08/2020 Common Stock 1,199 $ 15.265 D  
Employee Stk Option-Right to Buy   (4) 02/09/2021 Common Stock 2,100 $ 20.69 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cestari Paul D
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06010		       VP,Bus Alys & Pln  

Signatures

Paul D. Cestari 03/12/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes a balance of 400 Restricted Stock Units granted 2/9/11 and 550 from grant 2/12/13 and 400 Performance Share Awards granted 2/8/12 and 550 from grant 2/12/13, that are subject to forfeiture if certain events occur.
(2) The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/13/08.
(3) The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/8/10.
(4) The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/9/11.

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