BARNWELL INDUSTRIES INC — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BARNWELL INDUSTRIES INC (BRN)
CIK: 0000010048
Period of Report: 2011-03-31

Reporting Person: Gifford Russell M (Director, EVP, CFO, Treasurer, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-31	Common Stock	M	22500	$4.32	Acquired	108700	Direct
2011-03-31	Common Stock	D	22500	$7.24	Disposed	86200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Stock Appreciation Right	$4.32	M	22500	Disposed	2019-12-11	Common Stock (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3300	Indirect

Footnotes

F1: Consists of 1,100 shares of common stock of the issuer held by each of the reporting persons's three daughters, two of whom share the reporting persons's household. The reporting person disclaims beneficial ownership of the common stock held by the daughter who does not share his household, and this report should not be deemed an admission that the reporting person is the beneficial owner of such daughter's shares for purposes of Section 16 or any other purpose.

F2: The Stock Appreciation Right became exercisable as to 22,500 shares on December 11, 2010. The remaining 67,500 shares subject to the Stock Appreciation Right become exercisable in three annual installments beginning on December 11, 2011.