FOR IMMEDIATE RELEASE
          12-10-96                                Contact:

                                                  D.P. Hamilton
                                                      or
                                                  J.F. Sand, Jr.
                                                  (860) 583-7070

          BARNES GROUP ADOPTS STOCKHOLDER RIGHTS PLAN

                    BRISTOL, Connecticut, December 10 -- Barnes
          Group Inc. announced today that its Board of Directors
          adopted a Stockholder Rights Plan to protect the company
          and its stockholders from coercive takover tactics.

                 Thomas O. Barnes, chairman of the board, said the
          Rights plan is designed to deter such tactics, including
          the accumulation of shares in the open market or through
          private transactions and to prevent an acquiror from
          gaining control of the Company without offering a fair
          price to all of the Company's stockholders.  The
          Company's original Rights plan expired earlier this year.

                    "Essentially, we want to continue to protect
          the ability of the Board and the stockholders to
          determine the destiny of the Company," Barnes said.

                    Under the plan, Rights will be distriubted as a
          dividend at the rate of one Right for each share of
          Barnes Group common stock, par value $1.00 per share of
          the Company, held by stockholders of record at the close
          of business on December 23, 1996.  The Rights will expire
          on December 23, 2006.

                    Each Right initially will entitle stockholders
          to buy one unit of a share of preferred stock for $200. 
          The Rights will be exerciseable only if a person or group
          acquires beneficial ownership of 35% or more of the
          Company's common stock or commences a tender or exchange
          offer upon consummation of which such person or group
          would benefically own 35% or more of the Company's common
          stock.

               The Company will generally be entitled to redeem the
          Rights at $0.01 per Right at any time until 10 days
          (subject to extension) following a public announcement
          that a 35% positions in the Company's common stock has
          been acquired.

                    A copy of the Rights Plan is being filed with
          the SEC as an exhibit to the Company's Registration
          Statement on Form 8-A.

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