AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT 

  
           Amendment No. 1, dated as of February 19, 1998 (the "Amendment"),
 between Barnes Group Inc., a Delaware corporation (the "Company"), and
 ChaseMellon Shareholder Services L.L.C. (the "Rights Agent"). 
  
           WHEREAS, in accordance with Section 26 of the Rights Agreement,
 the Company desires to amend the Rights Agreement and to set forth the
 terms of the amendments in this Amendment; 
  
           NOW, THEREFORE, in consideration of the premises and mutual
 agreements set forth in the Rights Agreement and this Amendment, the
 parties hereby agree as follows: 
  
           Section 1.  Amendment of Redemption and Termination Section. 
 Section 23 of the Rights Agreement is hereby amended by deleting subsection
 (c) thereof in its entirety. 
  
           Section 2.  Amendment of Form of Rights Certificate.  The sixth
 paragraph of the text of the Form of Rights Certificate is hereby amended
 by deleting the final sentence thereof. 
  
           Section 3.  Amendment of Summary of Rights to Purchase Preferred
 Stock.  The ninth paragraph of the Summary of Rights to Purchase Preferred
 Stock is hereby amended by deleting the final sentence thereof. 
  
           Section 4.  Rights Agreement as Amended.  The term "Agreement" as
 used in the Rights Agreement shall be deemed to refer to the Rights
 Agreement as amended hereby.  The foregoing amendments shall be effective
 as of the date hereof and, except as set forth herein, the Rights Agreement
 shall remain in full force and effect and shall be otherwise unaffected
 hereby. 
  
           Section 5.  Execution in Counterparts.  This Amendment may be
 executed in any number of counterparts and each of such counterparts shall
 for all purposes be deemed to be an original, and all such counterparts
 shall together constitute but one and the same instrument. 


  
           IN WITNESS WHEREOF, the parties hereto have caused this Amendment
 to be duly executed, all as of the day and year first above written. 
  
 Attest:                             BARNES GROUP INC. 
  
  
 By /s/ Charles E. Lindsey Jr.       By /s/ John R. Arrington
    ---------------------------        ------------------------------
   Name:  Charles E. Lindsey Jr.       Name:  John R. Arrington
   Title: Division Counsel &           Title: Senior Vice President of
          Assistant Secretary                 Human Resources
  
 Attest:                             CHASEMELLON SHAREHOLDER 
                                     SERVICES, L.L.C. 
       
 By /s/ Joan B. Hayes                By /s/ Jacqueline M. Wadsworth
   -------------------------------     -----------------------------
   Name:  Joan B. Hayes                Name:  Jacqueline M. Wadsworth
   Title: Assistant Vice President     Title: Vice President