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: