Barnes Group Announces Sale of $85 Million Principal Amount of 3.75% Convertible Notes

The notes will be unsecured senior subordinated obligations of theCompany and will be convertible, under certain circumstances, into acombination of cash and common stock of the Company. The notes willrank junior in right of payment with all of the Company's existing andfuture senior indebtedness and equal in right of payment with any ofits other senior subordinated indebtedness. The notes will beeffectively subordinated to the indebtedness and other liabilities ofthe Company's subsidiaries.

The notes will bear interest at the annual rate of 3.75% andbeginning on February 7, 2011, the Company will pay contingentinterest during the applicable interest period if the average tradingprice of the notes on the five trading days ending on the secondtrading day immediately preceding the first day of the applicableinterest period equals or exceeds 120% of the principal amount of thenotes. The contingent interest payable per note within any applicableinterest period will equal an annual rate of 0.25% of the averagetrading price of a note during the five trading day measuring period.

The notes may be converted, under certain circumstances, into acombination of cash and common stock of the Company upon certainevents, under the following circumstances: during specified periods,if the price of the Company's common stock reaches specifiedthresholds; subject to certain limitations, during a specifiedconversion period if the trading price for the notes falls belowcertain thresholds; if the Company calls the notes for redemption; orupon the occurrence of certain corporate transactions. The conversionrate will be approximately 23.7029 shares of common stock per $1,000principal amount of notes, which is equivalent to a conversion priceof approximately $42.19 per share of common stock. The conversion ratewill be subject to adjustment upon the occurrence of specified events.Upon conversion, the Company will deliver cash equal to the lesser ofthe aggregate principal amount of notes to be converted and theCompany's total conversion obligation, plus cash or shares of theCompany's common stock, at the Company's election, in respect of theremainder, if any, of the Company's conversion obligation. If certaincorporate transactions occur on or prior to February 7, 2011, theCompany will increase the conversion rate by a number of additionalshares of common stock or, in lieu thereof, the Company may undercertain circumstances elect to adjust the conversion rate and therelated conversion obligation so that the notes will be convertibleinto shares of the acquiring or surviving company.

The notes may not be redeemed by the Company prior to February 7,2011. Holders of notes may require the Company to repurchase some orall of the notes on February 1, 2011, February 1, 2016 and February 1,2021 and upon certain specified corporate transactions.

The Company intends to use the net proceeds from the offering torepay outstanding indebtedness under its revolving credit facility,and to the extent any net proceeds remain, for general corporatepurposes which may include the repayment or reduction of its otherindebtedness, capital expenditures, working capital requirements andacquisitions. The closing of the sale of the notes is expected tooccur on August 1, 2005, and is subject to the satisfaction ofcustomary closing conditions.

This press release does not constitute an offer to sell or thesolicitation of any offer to buy any securities. The offering will bemade only to qualified institutional buyers in accordance with Rule144A under the Securities Act of 1933, as amended. The securities tobe offered have not been registered under the Securities Act, or anystate securities laws, and unless so registered may not be offered orsold in the United States, except pursuant to an exemption from, or ina transaction not subject to, the registration requirements of theSecurities Act and applicable state securities laws.

Barnes Group Inc. (www.barnesgroupinc.com) is a diversifiedinternational manufacturer of precision metal components andassemblies and a distributor of industrial supplies, serving a widerange of markets and customers. Founded in 1857 and headquartered inBristol, Connecticut, Barnes Group consists of three businesses with2004 sales of $994.7 million: Barnes Distribution, an international,full-service distributor of maintenance, repair, operating, andproduction supplies; Associated Spring, one of the world's largestmanufacturers of precision mechanical and nitrogen gas products and aglobal supplier of retaining rings, reed valves, shock discs, andinjection-molded plastic components; and Barnes Aerospace, amanufacturer and repairer of highly engineered assemblies andcomponents for commercial and military aircraft engines, airframes,and land-based industrial gas turbines. Over 5,900 dedicated employeesat 60 locations worldwide contribute to Barnes Group Inc.'s success.

This release may contain certain forward-looking statements asdefined in the Private Securities Litigation Reform Act of 1995. Theseforward-looking statements are subject to risks and uncertainties thatmay cause actual results to differ materially from those contained inthe statements. Investors are encouraged to consider these risks anduncertainties as described within the Company's periodic filings withthe Securities and Exchange Commission, including the following: theability of the Company to integrate newly acquired businesses and torealize acquisition synergies on schedule; changes in market demandfor the types of products and services produced and sold by theCompany; the Company's success in identifying and attracting customersin new markets; the Company's ability to develop new and enhancedproducts to meet customers' needs timely; the effectiveness of theCompany's marketing and sales programs; uninsured claims; increasedcompetitive activities that could adversely affect customer demand forthe Company's products; the availability of raw materials at pricesthat allow the Company to make and sell competitive products; changesin economic, political and public health conditions worldwide and inthe locations where the Company does business; interest and foreignexchange rate fluctuations; regulatory changes; the possibility ofdeclines in the stock market; risks related to consolidation occurringin the Company's industries; risks related to dependence on governmentspending for defense-related products; the possibility of a downturnin the automotive industry; risks related to loss or delay inpurchases by customers; risks related to pricing leverage of originalequipment manufacturers; risks related to not realizing all salesexpected from backlog or anticipated orders; the possibility of notrecovering all up-front costs related to original equipmentmanufacturing programs and revenue sharing programs; risks related tocost overruns and losses on fixed-price contracts; and thepossibilities of loss of key personnel, a shortage of skilledemployees and labor problems. The Company assumes no obligation toupdate any forward-looking statements contained in this release.