Other Events

On July 25, 2005, Barnes Group Inc. (“Barnes”) issued a press release announcing its offer to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), of $85 million aggregate principal amount of its Convertible Senior Subordinated Notes due 2025. A copy of this press release is filed herewith as Exhibit 99.1.

Barnes is filing the historical annual financial information included in this Current Report on Form 8-K solely to show the effects on prior periods of Barnes’ election to apply a change in accounting method from the Last-In, First-Out (“LIFO”) method of inventory valuation to the First-In, First-Out (“FIFO”) method effective January 1, 2005.

Under Securities and Exchange Commission (“SEC”) requirements, previously issued financial statements that are incorporated by reference in subsequent Securities Act filings are required to be restated to reflect the change in accounting method described above. The accounting method for determining the cost of certain U.S. inventories was appropriate in Barnes’ 2004 Annual Report on Form 10-K (the “2004 Form 10-K”) as this change in method was not made until January 1, 2005. Therefore, the filing of this Form 8-K is not an amendment to the 2004 Form 10-K.

Other than to file the press release filed as Exhibit 99.1 herewith, and to reflect the change in accounting method from LIFO to FIFO, disclose the subsequent event to terminate our 45% investment in NHK-Associated Spring Suspension Components, Inc. and file a Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 2004 through 2000, this Form 8-K does not update any other information that was previously reported in the 2004 Form 10-K, including any forward-looking statements which were made when the 2004 Form 10-K was filed on February 28, 2005.

Exhibit 99.2 to this Form 8-K replaces Item 6 “Selected Financial Data,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8 “Financial Statements and Supplementary Data” of Part II of the 2004 Form 10-K. The consolidated financial statements in Item 8, conformed for the changes discussed above, will become Barnes’ historical consolidated financial statements.

Except as specifically set forth herein, this information does not reflect any other events occurring after the original filing date of the 2004 Form 10-K on February 28, 2005. For a discussion of events and developments subsequent to the original filing date of the 2004 Form 10-K, please refer to the reports and other information Barnes has filed with the SEC since that date, including Barnes’ Quarterly Report on Form 10-Q for the period ended March 31, 2005.

Financial Statements and Exhibits

Exhibit 12.1: Statement Regarding Computation of Ratio of Earnings to Fixed Charges

Exhibit 23.1: Consent of Independent Registered Public Accounting Firm

Exhibit 99.1: Press Release dated July 25, 2005, titled “Barnes Group Announces its Intention to Offer Convertible Notes Under Rule 144A”

Exhibit 99.2: Items 6, 7 and 8 of Part II of the Barnes’ Annual Report on Form 10-K, as revised, for the year ended December 31, 2004

/s/ William C. Denninger

William C. Denninger

Senior Vice President and

Chief Financial Officer

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