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 certain 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 Pension Plan with ten years of service with Barnes
               Group or a direct or indirect subsidiary of Barnes Group, 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 pensioner 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 elect the 50% contingent pensioner form of
                    annuity, naming such spouse or former spouse as
                    contingent pensioner.

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          2.2  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 Benefits Committee shall administer the Supplemental
               Plan, and shall have the same administrative 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 in whole or in part 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 by the Board of Directors on May 19, 1995

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