BARNWELL INDUSTRIES INC — Director's Dealing 2005

Sep 7, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BARNWELL INDUSTRIES INC (BRN)
CIK: 0000010048
Period of Report: 2005-04-28

Reporting Person: Jarvis David R (10% Owner)
Reporting Person: MacLean Malcolm F IV (10% Owner)
Reporting Person: Mercury Special Situations Fund L P (10% Owner)
Reporting Person: Mercury Securities II LLC (10% Owner)
Reporting Person: Mercury Special Situations Offshore Fund Ltd (10% Owner)
Reporting Person: Mercury Real Estate Securities Fund LP (10% Owner)
Reporting Person: Mercury Mayfair LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-28	Common Stock	P	6700	$63.07	Acquired	412200	Indirect
2005-04-28	Common Stock	P	6700	$63.07	Acquired	412200	Indirect
2005-04-28	Common Stock	P	2170	$63.07	Acquired	141262	Direct
2005-04-28	Common Stock	P	2170	$63.07	Acquired	141262	Indirect
2005-04-28	Common Stock	P	4530	$63.07	Acquired	153358	Direct
2005-04-29	Common Stock	P	16000	$60.85	Acquired	428200	Indirect
2005-04-29	Common Stock	P	16000	$60.85	Acquired	428200	Indirect
2005-04-29	Common Stock	P	7353	$60.85	Acquired	148615	Direct
2005-04-29	Common Stock	P	7353	$60.85	Acquired	148615	Indirect
2005-04-29	Common Stock	P	7147	$60.85	Acquired	160505	Direct
2005-04-29	Common Stock	P	1500	$60.85	Acquired	2400	Direct
2005-04-29	Common Stock	P	1500	$60.85	Acquired	2400	Indirect
2005-04-29	Common Stock	P	6200	$59.91	Acquired	434400	Indirect
2005-04-29	Common Stock	P	6200	$59.91	Acquired	434400	Indirect
2005-04-29	Common Stock	P	3363	$59.91	Acquired	151978	Direct
2005-04-29	Common Stock	P	3363	$59.91	Acquired	151978	Indirect
2005-04-29	Common Stock	P	2837	$59.91	Acquired	163342	Direct
2005-04-29	Common Stock	P	13870	$61.32	Acquired	448270	Indirect
2005-04-29	Common Stock	P	13870	$61.32	Acquired	448270	Indirect
2005-04-29	Common Stock	P	13870	$61.32	Acquired	165848	Direct
2005-04-29	Common Stock	P	13870	$61.32	Acquired	165848	Indirect
2005-04-29	Common Stock	P	3100	$61.09	Acquired	451370	Indirect
2005-04-29	Common Stock	P	3100	$61.09	Acquired	451370	Indirect
2005-04-29	Common Stock	P	3100	$61.09	Acquired	168948	Direct
2005-04-29	Common Stock	P	3100	$61.09	Acquired	168948	Indirect

Footnotes

F1: These shares were acquired by Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, on behalf of Mercury Special Situations Fund LP ("MSSF") and Mercury Special Situations Offshore Fund, Ltd. ("MSSOF"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis is a managing member of Advisors. Mr. Jarvis disclaims beneficial ownership of the shares held directly by MSSF and MSSOF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF and MSSOF, or as a result of his membership interest in MS II LLC (as defined below), of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF or MSSOF joins or withdraws from MSSF or MSSOF, as applicable.

F2: These shares were acquired by Advisors on behalf of MSSF and MSSOF. Mr. Malcolm F. MacLean IV is a managing member of Advisors. Mr. MacLean disclaims beneficial ownership of the shares held directly by MSSF and MSSOF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF and MSSOF, or as a result of his membership interest in MS II LLC, of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF or MSSOF joins or withdraws from MSSF or MSSOF, as applicable.

F3: These shares are held directly by MSSF.

F4: These shares are held directly by MSSF. Mercury Securities II LLC ("MS II LLC") is the general partner of MSSF. MS II LLC disclaims beneficial ownership of these shares except to the extent of the pecuniary interest, if any, in such shares as a result of its partnership interest in MSSF.

F5: These shares are held directly by MSSOF.

F6: These shares were acquired by Advisors on behalf of MSSF, MSSOF and Mercury Real Estate Securities Fund LP ("MRES"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by MSSF, MSSOF and MRES, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, MSSOF and MRES, or as a result of his membership interest in MS II LLC or Mayfair (as defined below), of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF, MSSOF or MRES joins or withdraws from MSSF, MSSOF or MRES, as applicable.

F7: These shares were acquired by Advisors on behalf of MSSF, MSSOF and MRES. Mr. MacLean disclaims beneficial ownership of the shares held directly by MSSF, MSSOF and MRES, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, MSSOF and MRES, or as a result of his membership interest in MS II LLC or Mayfair, of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF, MSSOF or MRES joins or withdraws from MSSF, MSSOF or MRES, as applicable.

F8: These shares are held directly by MRES.

F9: These shares are held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of these shares except to the extent of the pecuniary interest, if any, in such shares as a result of its partnership interest in MRES.

F10: These shares were acquired by Advisors on behalf of MSSF. Mr. Jarvis disclaims beneficial ownership of the shares held directly by MSSF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, or as a result of his membership interest in MS II LLC. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF joins or withdraws from MSSF.

F11: These shares were acquired by Advisors on behalf of MSSF. Mr. MacLean disclaims beneficial ownership of the shares held directly by MSSF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, or as a result of his membership interest in MS II LLC. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF joins or withdraws from MSSF.

F12: The shares reported in Column 5 are held directly by certain private investment funds, including MSSF, MSSOF and MRES (the "Funds"), and certain managed accounts (the "Managed Accounts"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC and Mayfair, that serve as the general partners of certain of the Funds. (Footnote continued in 13)

F13: That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C), except in the limited circumstances where an investor in a Fund or Managed Account joins or withdraws from such Fund or Managed Account, as applicable.

F14: The shares reported in Column 5 are held directly by the Funds and the Managed Accounts, for which Advisors serves as the investment adviser. Mr. MacLean disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC and Mayfair, that serve as the general partners of certain of the Funds. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C), except in the limited circumstances where an investor in a Fund or Managed Account joins or withdraws from such Fund or Managed Account, as applicable.