BARNWELL INDUSTRIES INC — Director's Dealing 2006

Jan 23, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BARNWELL INDUSTRIES INC (BRN)
CIK: 0000010048
Period of Report: 2005-08-16

Reporting Person: Jarvis David R (10% Owner)
Reporting Person: MacLean Malcolm F IV (10% Owner)
Reporting Person: Mercury Real Estate Securities Fund LP (10% Owner)
Reporting Person: Mercury Mayfair LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-16	Equity Swap (obligation to buy)	$58.4135	J	1	Acquired	2007-05-24	Common Stock (4382)	Direct
2005-08-16	Equity Swap (obligation to buy)	$58.4135	J	1	Acquired	2007-05-24	Common Stock (4382)	Indirect
2005-08-16	Equity Swap (obligation to buy)	$58.4135	J	1	Acquired	2007-05-24	Common Stock (10618)	Direct
2005-08-16	Equity Swap (obligation to buy)	$58.4135	J	2	Acquired	2007-05-24	Common Stock (15000)	Indirect
2005-08-16	Equity Swap (obligation to buy)	$58.4135	J	2	Acquired	2007-05-24	Common Stock (15000)	Indirect
2005-08-18	Equity Swap (obligation to buy)	$56.57	J	1	Acquired	2007-05-24	Common Stock (839)	Direct
2005-08-18	Equity Swap (obligation to buy)	$56.57	J	1	Acquired	2007-05-24	Common Stock (839)	Indirect
2005-08-18	Equity Swap (obligation to buy)	$56.57	J	1	Acquired	2007-05-24	Common Stock (1661)	Direct
2005-08-18	Equity Swap (obligation to buy)	$56.57	J	2	Acquired	2007-05-24	Common Stock (2500)	Indirect
2005-08-18	Equity Swap (obligation to buy)	$56.57	J	2	Acquired	2007-05-24	Common Stock (2500)	Indirect

Footnotes

F1: On August 16, 2005, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settled equity swap agreement with a securities broker ("Broker") on behalf of Mercury Real Estate Securities Fund LP ("MRES"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. The settlement date of the swap agreement is May 24, 2007. (Continued in Footnote 2)

F2: On such date, MRES 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) MRES paid Broker $255,967.96, representing $58.4135 for each share of BRN common stock subject to this agreement as of August 16, 2005, and (ii) Broker paid to MRES the market value of 4,382 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 MRES and MRES will pay to Broker a finance charge.

F3: This swap arrangement is held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of the securities held directly by MRES except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MRES.

F4: On August 16, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF 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) MRESOF paid Broker $620,234.54, representing $58.4135 for each share of BRN common stock subject to this agreement as of August 16, 2005, and (ii) Broker paid to MRESOF the market value of 10,618 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 MRESOF and MRESOF will pay to Broker a finance charge.

F5: These swap arrangements were entered into by Advisors on behalf of MRES and MRESOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRES and MRESOF 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 MRES and MRESOF, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F6: These swap arrangements were entered into by Advisors on behalf of MRES and MRESOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRES and MRESOF 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 MRES and MRESOF, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F7: On August 18, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of MRES. The settlement date of the swap agreement is May 24, 2007. On such date, MRES 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) MRES paid Broker $47,462.23, representing $56.57 for each share of BRN common stock subject to this agreement as of August 18, 2005, and (ii) Broker paid to MRES the market value of 839 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 MRES and MRES will pay to Broker a finance charge.

F8: On August 18, 2005, Advisors entered into a cash settled equity swap agreement with a Broker on behalf of MRESOF. The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF 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) MRESOF paid Broker $93,962.77, representing $56.57 for each share of BRN common stock subject to this agreement as of August 18, 2005, and (ii) Broker paid to MRESOF the market value of 1,661 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 MRESOF and MRESOF will pay to Broker a finance charge.