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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __4__)*
Barnes Group Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
06780610
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /__/.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SEC 1745 (2/92) Page 1 of 9 pages
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CUSIP No. 06780610 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Hutchins Asset Management Inc.
IRS ID No.: 13-2895752
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
Joint filing
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF None
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 146,500
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH None
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON 146,500
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,500 (Not to be construed as an admission of Beneficial
ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.23
12 TYPE OF REPORTING PERSON*
CO, BD, IA
SEC 1745 (2/92) Page 2 of 9 pages
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CUSIP No. 06780610 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Hutchins Asset Management Inc.
IRS ID No.: 13-3180862
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
Joint filing
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF None
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 146,500
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH None
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON 146,500
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,500 (Not to be construed as an admission of Beneficial
ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.23
12 TYPE OF REPORTING PERSON*
CO, IA
SEC 1745 (2/92) Page 3 of 9 pages
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CUSIP No. 06780610 13G Page 4 of 9 Pages
Item 1.
(a) Name of Issuer
Barnes Group Inc.
(b) Address of Issuer's Principal Executive
Offices
123 Main Street
Bristol, CT 06010
Item 2.
(a) Name of Person Filing
Mitchell Hutchins Asset Management Inc.
(b) Address of Principal Business Office or, if none,
Residence
1285 Avenue of the Americas
New York, NY 10019
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common
(e) CUSIP Number
06780610
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) /X/ Broker or Dealer registered under Section 15 of the Act
(b) /_/ Bank as defined in section 3(a)(6) of the Act
(c) /_/ Insurance Company as defined in section 3(a)(19) of the
act
(d) /_/ Investment Company registered under section 8 of the
Investment Company Act
(e) /X/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
SEC 1745 (2/92) Page 4 of 9 pages
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CUSIP No. 06780610 13G Page 5 of 9 Pages
(f) /_/ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) /X/ Parent Holding Company, in accordance with
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) /_/ Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
Mitchell Hutchins Asset Management Inc. ("MHAM") and Mitchell
Hutchins Institutional Investors Inc. ("MHII") each disclaim
direct beneficial ownership of the securities of Barnes Group
Inc. reported herein, and the filing of this Schedule 13G shall
not be construed as an admission that these companies are the
beneficial owners of any Barnes Group Inc. securities.
(a) Amount Beneficially Owned
See line item (9) of the cover pages.
(b) Percent of Class
See line item (11) of the cover pages.
(c) Number of shares as to which such person has:
(i) Sole Power to vote or to direct the vote:
See line item (5) of the cover pages.
(ii) Shared Power to vote or to direct the vote:
See line item (6) of the cover pages.
(iii) Sole Power to dispose or to direct the
disposition of:
See line item (7) of the cover pages.
(iv) Shared Power to dispose or to direct the
disposition of:
See line item (8) of the cover pages.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following (X).
SEC 1745 (2/92) Page 5 of 9 pages
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CUSIP No. 06780610 13G Page 6 of 9 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive, or the power to direct
the receipt of, dividends or proceeds from the sale of securities
reported herein.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
See Exhibit A.
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 1996 /s/ Michael Katz *
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Michael Katz
Chief Financial Officer
& Senior Vice President
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* Signature affixed by Hiam Arfa pursuant to a power of attorney
dated February 9, 1996 and incorporated by reference from
Schedule 13G filed with the Securities and Exchange Commission by
Mitchell Hutchins Asset Management Inc. et al. on February 13,1
996 with respect to Flowers Industries, Inc.
SEC 1745 (2/92) Page 6 of 9 pages
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CUSIP No. 06780610 13G Page 7 of 9 Pages
EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
Mitchell Hutchins Institutional Investors Inc. ( MHII ) is a wholly-owned
subsidiary of Mitchell Hutchins Asset Management Inc. ( MHAM ). MHAM is a
parent holding company as that term is defined by Rule 13d-1(b)(1)(ii)(G)
of the Securities Exchange Act of 1934 (the Act ). MHAM is a broker-
dealer registered under Section 15 of the Act. MHAM and MHII are
investment advisers registered under section 203 of the Investment
Advisers Act of 1940.
MHAM and MHII are Delaware corporations whose business address is
as follows:
1285 Avenue of the Americas
New York, NY 10019
The companies filing this joint Schedule 13G report beneficial
ownership of the Common Stock of Barnes Group Inc. in the following
amounts:
<TABLE>
<CAPTION>
Shares Owned
Directly Shares
or through Beneficially
Company Managed Accounts Owned
------- ---------------- -----
<S> <C> <C> <C>
1. Mitchell Hutchins 146,500 146,500
Institutional Investors Inc.
2. Mitchell Hutchins Asset None 146,500
Management Inc.
</TABLE>
SEC 1745 (2/92) Page 7 of 9 pages
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CUSIP No. 06780610 13G Page 8 of 9 Pages
JOINT FILING AGREEMENT
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Each of the undersigned persons hereby agrees and consents to
this joint filing of Schedule 13G on such person s behalf, pursuant to
section 13(d) and (g) of the Securities and Exchange Act of 1934, as
amended, and the rules promulgated thereunder. Each of these persons is
not responsible for the completeness or accuracy of the information
concerning the other persons making this filing, unless such person knows
or has reason to believe that such information is inaccurate.
Dated: February 13, 1996
Mitchell Hutchins Asset Management Inc. Mitchell Hutchins Institutional
Investors Inc.
By: /s/Michael Katz * By: /s/Michael Katz *
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Michael Katz Michael Katz
Chief Financial Officer Chief Financial Officer
& Senior Vice President & Senior Vice President
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* Signature affixed by Hiam Arfa pursuant to a power of attorney
dated February 9, 1996 and incorporated by reference from
Schedule 13G filed with the Securities and Exchange Commission by
Mitchell Hutchins Asset Management Inc. et al. on February 13,
1996 with respect to Flowers Industries, Inc.
SEC 1745 (2/92) Page 8 of 9 pages
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