EXHIBIT 10.4

                                  BARNES GROUP INC.

                        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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          1.   Purpose
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               The purpose of the Supplemental Executive Retirement Plan
          (the "Supplemental Plan") is to provide supplemental pension
          benefits to Officers of Barnes Group Inc. ("Officers") who elect
          any form of contingent annuity under the Barnes Group Inc.
          Salaried Retirement Income Plan (the "Pension Plan") under which
          a spouse or former spouse is the contingent annuitant.

          2.   Benefits
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          2.1  The Company will pay to each person who (i) is an Officer on
               or after November 16, 1979 and either retires as an Officer
               under the Plan or ceases to be an Officer due to,
               disability, and (ii) who is receiving retirement benefits
               under the Pension Plan pursuant to a contingent pensioner
               form of benefit under which the contingent pension is the
               Officer's spouse or former spouse, a monthly supplemental
               annuity equal to (a) minus (b) where:

               (a) equals the monthly retirement income payable to the
               Officer if he/she elected a straight life annuity under the
               Plan, including any amount payable pursuant to the
               Retirement Benefit Equalization Plan; and

               (b) equals the monthly pension benefits to which the Officer
               is entitled pursuant to the Pension Plan were he/she to

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               elect the 50% contingent pensioner form of annuity, naming
               such spouse or former spouse as contingent pensioner.

          2.3  Benefits payable hereunder will be paid at the same time and
               in the same manner as benefits paid pursuant to the Pension
               Plan.

          3.   Administration
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               The Retirement Committee which administers the Pension Plan
          shall administer the Supplemental Plan, and it shall have the
          same powers relating to the Supplemental Plan as it does with
          respect to the Pension Plan.

          4.   General
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          4.1  The Supplemental Plan may be amended or terminated at any
               time by the Board of Directors of the Company, except that
               no such amendment or termination shall adversely affect the
               benefits payable to any person who has begun to receive
               benefits hereunder.
          4.2  Benefits payable under the Supplemental Plan shall not be
               funded and shall be paid out of the general assets of the
               Company.
          4.3  The Supplemental Plan shall be construed, administered and
               enforced according to the laws of the State of Connecticut.



          As amended October 18, 1991




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