BARNWELL INDUSTRIES INC — Director's Dealing 2007

May 25, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BARNWELL INDUSTRIES INC (BRN)
CIK: 0000010048
Period of Report: 2007-05-23

Reporting Person: Jarvis David R (10% Owner)
Reporting Person: MacLean Malcolm F IV (10% Owner)
Reporting Person: Mercury Special Situations Offshore Fund Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-23	Common Stock	S	250000	$19.53	Disposed	1148554	Indirect
2007-05-23	Common Stock	S	250000	$19.53	Disposed	1148554	Indirect
2007-05-23	Common Stock	S	250000	$19.53	Disposed	380677	Direct
2007-05-23	Common Stock	S	370000	$19.51	Disposed	778554	Indirect
2007-05-23	Common Stock	S	370000	$19.51	Disposed	778554	Indirect
2007-05-23	Common Stock	S	370000	$19.51	Disposed	10677	Direct

Footnotes

F1: These shares were sold by Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, on behalf of Mercury Special Situations Offshore Fund, Ltd. ("MSSOF"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by 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 MSSOF. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F2: These shares were sold by Advisors on behalf of MSSOF. Mr. MacLean disclaims beneficial ownership of the shares held directly by 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 MSSOF. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

F3: These shares were held directly by MSSOF.

F4: The shares reported in Column 5 are held directly by certain private investment funds, including MSSOF (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 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).

F5: The shares reported in Column 5 are held directly by the Funds and the Managed Accounts. 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).