BARNWELL INDUSTRIES INC — Director's Dealing 2006

Sep 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BARNWELL INDUSTRIES INC (BRN)
CIK: 0000010048
Period of Report: 2006-09-13

Reporting Person: Jarvis David R (10% Owner)
Reporting Person: MacLean Malcolm F IV (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-13	Common Stock	P	500	$20.99	Acquired	1569000	Indirect
2006-09-13	Common Stock	P	500	$20.99	Acquired	1569000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-13	Equity Swap (obligation to buy)	$20.9997	J	1	Acquired	2007-05-24	Common Stock (3100)	Direct
2006-09-13	Equity Swap (obligation to buy)	$20.9997	J	1	Acquired	2007-05-24	Common Stock (3100)	Indirect
2006-09-13	Equity Swap (obligation to buy)	$20.9997	J	1	Acquired	2007-05-24	Common Stock (3100)	Indirect

Footnotes

F1: These shares were acquired by Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, on behalf of certain managed accounts (the "Managed Accounts"), 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 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 the Managed Accounts. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F2: These shares were acquired by Advisors on behalf of the Managed Accounts. Mr. Malcolm F. MacLean IV is a managing member of Advisors. Mr. MacLean disclaims beneficial ownership of the shares held directly by 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 the Managed Accounts. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F3: On September 13, 2006, Advisors entered into a cash settled equity swap agreement with a Broker on behalf of a Managed Account. The settlement date of the swap agreement is May 24, 2007. On such date, the Managed Account or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) the Managed Account paid Broker $65,099.07, representing $20.9997 for each share of BRN common stock subject to this agreement as of September 13, 2006, and (ii) Broker paid to the Managed Account the market value of 3,100 shares of BRN common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to the Managed Account and the Managed Account will pay to Broker a finance charge.

F4: This swap arrangement was entered into by Advisors on behalf of the Managed Account. Mr. Jarvis disclaims beneficial ownership of the securities held directly by the Managed Accounts except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from the Managed Accounts. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F5: This swap arrangement was entered into by Advisors on behalf of the Managed Account. Mr. MacLean disclaims beneficial ownership of the securities held directly by the Managed Accounts except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from the Managed Accounts. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F6: The amounts reported in Column 5 of Table I and Column 9 of Table II are held directly by certain private investment fund (the "Funds") and 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 that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F7: The amounts reported in Column 5 of Table I and Column 9 of Table II 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 that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).