McDermott Will & Emery LLP
28 State Street
Boston, Massachusetts 02109-1775
Office: 617/535-4034
Facsimile: 617/535-3800
May 10, 2012
VIA EDGAR
Rufus Decker, Accounting Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-0405
Re: Comment Letter Dated
May 9, 2012 Regarding
Barnes Group Inc.
Form 10-K for the fiscal year Ended December 31, 2011
Filed February 21, 2012
Form 10-Q for the period Ended March 31, 2012
Filed April 27, 2012
File No. 1-4801
Dear Mr. Decker:
This to confirm on behalf of Barnes Group Inc. (the "Company") that the Company intends to respond to the comment letter by response letter filed on EDGAR as soon as practicable and not later than June 1, 2012, as discussed with your colleague Nudrat Salik in a telephone conversation today.
Very truly yours,
/s/ David A. Cifrino, P.C.
cc: Nudrat Salik, SEC
Marian Acker, Barnes Group Inc.