SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Barnes Group
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Name of Issuer
Class A Common
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(Title of class of securities)
067806109
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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 on Item 1; and, (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13-d 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).
(Continued on following page[s])
Page 1 of 4 pages
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CUSIP NO. 067806109 13G Page 2 of 4 pages
Name of Reporting Person
1. Social security or IRS Identification No. of above person
Fleet Financial Group, Inc.
05-0341324
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship of place of organization
One Federal Street, Boston, Massachusetts 02110
5. Sole Voting Power
Number 165,142
of Shares
Beneficially 6. Shared Voting Power
Owned by 161,594
Each
Reporting 7. Sole Dispositive Power
Person 157,419
with
8. Shared Dispositive Power
707,672
9. Aggregate amount beneficially owned by each reporting person
868,675
10. Check box if the aggregate amount in row (9) excludes certain shares*
11. Percent of class represented by amount in row (9).
13.00%
12. Type of reporting person*
Holding company
<PAGE>
Page 3 of 4 pages
Item 1(a) Name of Issuer: Barnes Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
123 Main Street, P.O. Box 489, Bristol, Connecticut 06011-0489
Item 2(a) Name of Person Filing: Fleet Financial Group, Inc.
Item 2(b) Address of Principal Business Office, or if none, Residence:
One Federal Street, Boston, Massachusetts 02110
Item 2(c) Citizenship: Massachusetts
Item 2(d) Title or Class of Securities: Common
Item 2(e) CUSIP Number: 067806109
Item 3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ( ) 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) ( ) Investment Adviser registered under Section 203 of the Investment
Company Act
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment or Endowment Fund; see 240.13d-1(b) (1) (ii) (F)
(g) (X) Parent Holding Company, in accordance with 240.13d-1(b) (ii) (G)
(Note: See Item 7)
(h) ( ) Group, in accordance with 240.13d-1(b) (1) (ii) (H)
Item 4. Ownership
(a) Amount beneficially owned: 868,675
(b) Percent of Class: 13.00%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 165,142
(ii) Shared power to vote or to direct the vote: 161,594
(iii) Sole power to dispose or to direct the
disposition of: 157,419
(iv) Shared power to dispose or to direct the
disposition of: 707,672
<PAGE>
Page 4 of 4 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 five percent of the class of
securities, check the following ( ____ ).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security being reported on by the Parent
Holding Company.
Exhibit A attached.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
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 purpose 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, 1997
Signature /s/ Gunnar S. Overstrom
Name/Title Gunnar S. Overstrom, Vice Chairman
Fleet Financial Group
