BARNWELL INDUSTRIES INC — Director's Dealing 2007

Apr 9, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BARNWELL INDUSTRIES INC (BRN)
CIK: 0000010048
Period of Report: 2007-03-28

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)
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
2007-03-28	Common Stock	P	200	$20.17	Acquired	1398504	Indirect
2007-03-28	Common Stock	P	200	$20.17	Acquired	1398504	Indirect
2007-03-28	Common Stock	P	200	$20.17	Acquired	13919	Direct
2007-03-28	Common Stock	P	200	$20.17	Acquired	13919	Indirect
2007-03-29	Common Stock	P	1000	$20.11	Acquired	1399504	Indirect
2007-03-29	Common Stock	P	1000	$20.11	Acquired	1399504	Indirect
2007-03-29	Common Stock	P	1000	$20.11	Acquired	625777	Direct
2007-03-30	Common Stock	P	4900	$20.1843	Acquired	1404404	Indirect
2007-03-30	Common Stock	P	4900	$20.1843	Acquired	1404404	Indirect
2007-03-30	Common Stock	P	4900	$20.1843	Acquired	630677	Direct

Footnotes

F1: These shares were acquired by Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, on behalf of Mercury Real Estate Securities Fund LP ("MRES"), 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 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 MRES, or as a result of his membership interest in Mayfair (as defined below), 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).

F2: These shares were acquired by Advisors on behalf of MRES. Mr. Malcolm F. MacLean IV is a managing member of Advisors. Mr. MacLean disclaims beneficial ownership of the shares held directly by 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 MRES, 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).

F3: These shares are held directly by MRES.

F4: 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.

F5: These shares were acquired by Advisores 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).

F6: These shares were acquired 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).

F7: These shares are held directly by MSSOF.

F8: The shares reported in Column 5 are held directly by certain private investment funds, including MRES and 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, including Mayfair, 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).

F9: 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 Mayfair, 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).