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CORRESP
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            March 10, 2009

            Ms. Lily Dang

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Mail Stop 7010

            Washington, D.C. 20549-7010

            VIA FAX TO (202) 772-9369

                            RE:

                            Barnwell Industries, Inc.

            Form 10-K for Fiscal Year Ended September 30, 2008

            Filed December 18, 2008

            Form 10-Q for Fiscal Quarter Ended December 30, 2008

            Filed February 13, 2009

            Definitive Proxy Statement on Schedule 14A

            Filed January 15, 2009

            File No. 001-05103

            Dear Ms. Dang,

            Reference is made to your letter dated February 25, 2009 addressed to Mr. Russell M. Gifford in which you requested certain revisions be made by Barnwell Industries Inc. (“Barnwell” or the “Company”) to certain filings made with the Securities and Exchange Commission. Set forth below are the Company’s responses to your comments.

            Form 10-K for the Fiscal Year Ended September 30, 2008

            Business

            Marketing of Oil and Natural Gas, page 14

            STAFF COMMENT:

                            1.

                            We note your disclosure that your oil and natural gas segment derived 66% of its oil and natural gas revenues in fiscal 2008 from four individually significant customers. Given that your oil and gas revenues constituted over 75% of your total revenues for fiscal 2008, it would appear that your agreements with these customers would be material
                            contracts. Please disclose the material terms of your agreements with these customers. In addition, please file any material agreements with these customers as exhibits to your filing or tell us why such agreements should not be considered material contracts. Refer to Item 601(b)(10) of Regulation S-K.

            MANAGEMENT RESPONSE:

            The Company’s contracts with its significant oil and natural gas marketers were entered into based on standard industry terms and in the ordinary course of business, particularly for small companies such as Barnwell. Therefore, the Company does not believe the aforementioned contracts meet the criteria of a material contract set forth in Item 601(b)(10) of Regulation S-K. The material terms of
            each of the agreements are discussed in detail below.

            Shell Trading Canada – This contract is a purchase agreement for oil, condensate and/or natural gas liquids products and prices are based on posted reference prices and therefore fluctuate with the market. The Company is not obligated to deliver a set or minimum volume. The contract term is 30 days and renews on its own, but may be cancelled at anytime by either party with one month’s
            written notice. We believe other purchasers are readily available.

            Mercuria Energy Canada Inc. – This contract is a purchase agreement for oil and condensate products and prices fluctuate monthly with the market. The Company is not obligated to deliver a set or minimum volume. The contract term is 30 days and renews on its own, but may be cancelled at anytime by either party with one month’s written notice. We believe other purchasers are readily
            available.

            Glencoe Resources Ltd. – This contract is an agency agreement for gas and/or other hydrocarbon by-products and prices are based on the Canadian Gas Price Reporter’s Postings and therefore fluctuate with the market. The Company is not obligated to deliver a set or minimum volume. The contract term runs from November 1, 2008 to November 1, 2009 and renews on its own for a one year term, but
            may be cancelled before the beginning of a new term with at least 60 days written notice. We believe other purchasers are readily available.

            ProGas Limited – This contract is a purchase contract for natural gas and prices are based on the ProGas Netback Pool Price and therefore fluctuate with the market. The Company’s volume obligation is any production from Dunvegan Gas Unit #1 less the concurrent delivery obligation to PanAlberta and the contract term runs until the earlier of: (a) buyer is no longer able to fulfill its
            obligations, (b) May 1, 2014, or (c) delivery of a specified cumulative amount of gas. We believe other purchasers are readily available.

            These are not deemed material contracts as volumes are delivered on a best efforts basis and as such, there are no material fixed volume commitments and pricing is determined primarily by the spot market. Additionally, there are other marketers with whom the Company could contract with under similar terms in the ordinary course of business. However, if it is determined that the aforementioned
            agreements should be filed, we propose to file them as exhibits in our next Form 10-Q filing on or about May 15, 2009. Any future material agreements entered into with oil and natural gas marketers will be filed as exhibits in future filings.

            Management’s Discussion and Analysis

            Business Environment, page 46

            Land Investment and Residential Real Estate Segments, page 46

            STAFF COMMENT:

                            2.

                            We note your disclosure indicating that beginning in fiscal 2008, the weakened economy and softening real estate market caused sales to be lower than expected, also stating that “...future revenues from real estate sales will likely be lower than in recent years.” It appears you are discussing changes in the market for the homes you are
                            building and of the business climate that could affect the value of these assets, conditions that would ordinarily require you to perform impairment testing of your properties, pursuant to the guidance in paragraph 8(a) and (c) of SFAS 144. Please clarify whether this testing has been completed and describe the results. Otherwise, explain your position on the applicability of this literature, given the circumstances you describe.

            MANAGEMENT RESPONSE:

            As noted in the “Investment in Land Interests” and “Residential Lots Under Development, Investment in Residential Parcels and Deposits on Residential Parcels” sections of the significant accounting policies in Note 2 in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008, the Company reports land investment and residential real estate interests at
            the lower of the asset carrying value or fair value and evaluates for impairment whenever events or changes in circumstances indicate that the recorded investment balance may not be recoverable. As such, during the period ended September 30, 2008, management evaluated the realizability of its land investment and residential real estate interests in accordance with SFAS No. 144 and concluded that as of September 30, 2008 no impairment had occurred.

            Financial Statements

            Note 10 – Property and Equipment and Asset Retirement Obligation, page 90

            STAFF COMMENT:

                            3.

                            We note your disclosure on page 70 stating that at September 30, 2008 and 2007, you had no investments in major oil and natural gas development projects that were not being depleted. Please clarify the extent of any costs associated with unproved properties that were not being depleted at these
                            dates. If significant, additional disclosures would be required under Rule 4-10(c)(7)(ii) of Regulation S-X. These include the current status of properties for which costs are excluded from amortization, the anticipated timing of the inclusion of such costs in amortization, and a table indicating the nature of costs by category and identifying the periods in which the costs were incurred.

            MANAGEMENT RESPONSE:

            As of September 30, 2008 and 2007, all costs relating to the Company’s oil and natural gas properties were being depleted. There were no costs associated with unproved properties that were not being depleted. The Company will ensure this information is clearly stated in future filings.

            Note 21 – Supplementary Oil and Natural Gas Information (Unaudited), page 108

            STAFF COMMENT:

                            4.

                            We note your disclosure indicating that you are not providing certain information about your oil and gas producing activities because you qualify as a smaller reporting company. While we see that you have disclosed some of the information ordinarily required by SFAS 69 elsewhere in your filing, this does not appear to be complete. Given that you have
                            significant oil and gas producing activities (as defined), the disclosures outlined in paragraphs 10 through 34 of SFAS 69 appear to be necessary to comply with paragraph 7 of that Standard. Similarly, the guidance in Note 2(c) to Rule 8-01 of Regulation S-X requires that you follow the accounting and reporting guidance in Rule 4-10. We may understand the reasons for your position, and invite you to contact us by telephone if you would like to discuss or if you
                            require further clarification or guidance. Otherwise, we believe that you will need to provide the disclosures in an amendment to your filing and ask that you submit the disclosures you propose to comply with SFAS 69.

            MANAGEMENT RESPONSE:

            In preparing the Annual Report on Form 10-K for the fiscal year ended September 30, 2008, the Company followed the SEC’s guidance for smaller reporting companies set forth in Release Nos. 33-8876; 34-56994; and 39-2451. Under Item 302(b) of Regulation S-K, registrants engaged in oil and gas producing activities are required to present the information about oil and gas producing activities
            specified in paragraphs 9 through 34 of SFAS No. 69. However, Item 302(c) of Regulation S-K goes on to state that a registrant that qualifies as a smaller reporting company is not required to provide the information required by Item 302. As a smaller reporting company, Barnwell therefore did not provide the SFAS No. 69 disclosures.

            Due to the significance of Barnwell’s oil and natural gas producing activities, the Company provided disclosure of, in all material respects, the items required to be disclosed under SFAS No. 69 elsewhere in the Form 10-K. For the disclosure of proved oil and natural gas reserve quantities, Barnwell disclosed the net quantities of its interests in proved and proved developed oil and natural gas
            reserves, as well as the changes in the net quantities of proved reserves of oil and natural gas during the year. For the disclosure of capitalized costs relating to oil and natural gas producing activities, Barnwell disclosed the total capitalized costs and aggregate related accumulated depreciation and depletion. For the disclosure of costs incurred in oil and natural gas property acquisition, exploration, and development activities, the Company disclosed the total oil and natural
            gas capital expenditures for fiscal 2008. For the disclosure of the results of operations for oil and natural gas producing activities, Barnwell disclosed the revenues, production costs, depreciation and depletion, and pre-tax results of operations. For the disclosure of a standardized measure of discounted future net cash flows relating to proved oil and natural gas reserve quantities, the Company disclosed the present value (discounted at 10%) of Barnwell’s estimated future
            net revenues from total proved oil, natural gas and natural gas liquids reserves.

            Exhibits 31.1 and 31.2

            STAFF COMMENT:

                            5.

                            Please confirm to us that, in future filings, your certifications will appear exactly as set forth in Item 601(b)(31) of Regulation S-K. We note in particular the following:

                            •

                            the certification should be titled only “Certifications”;

                            •

                            the identification of the certifying individual at the beginning of the certification should be revised so as not to include the individual’s title; and

                            •

                            paragraph 4(d) should include the parenthetical language “(the registrant’s fourth fiscal quarter in the case of an annual report).”

            MANAGEMENT RESPONSE:

            The Company will change the certifications, which are filed as Exhibits 31.1 and 31.2, in future filings, so that the certifications will:

                            •

                            be titled only “Certifications”;

                            •

                            not include the certifying individual’s title at the beginning of the certification; and

                            •

                            include the parenthetical language “(the registrant’s fourth fiscal quarter in the case of an annual report)” in paragraph 4(d).

            Engineering Comment

            Reserves, page 11

            STAFF COMMENT:

                            6.

                            We note that you disclose some information about proved producing reserves and total reserves. However, the guidance in paragraph 10 of SFAS 69 requires differentiation based on whether the properties are developed or undeveloped, rather than producing or non-producing. Please modify your disclosure as necessary to indicate the amount of your proved
                            undeveloped oil, natural gas liquids and natural gas reserves, as estimated using the definitions set forth in Rule 4-10(a)(4) of Regulation S-X. Please also disclose the information that would be required for any material developed non-producing reserves, pursuant to the guidance in paragraph 16 of SFAS 69.

            MANAGEMENT RESPONSE:

            As of September 30, 2008 and 2007, all of the Company’s oil and natural gas properties were developed; there were no undeveloped reserves as of September 30, 2008 and 2007. In future filings, the Company will ensure this information is clearly stated. Barnwell does not believe that any additional information would be required to be disclosed pursuant to the guidance in paragraph 16 of SFAS No.
            69 as approximately 70% of Barnwell’s proven developed nonproducing reserves are reserves that were waiting to be tied-in on the report date and were subsequently tied-in or are reserves that are attributable to formations in wells that are currently producing from other formations. The remaining portion of the proven developed nonproducing reserves, which are not material to total reserves, are attributable to wells which have proved reserves but are currently not tied-in as
            Barnwell has deferred the tie-in due to operational considerations such as waiting for other wells in the area to be completed. Our independent reserve report does deduct the current estimated tie costs in their evaluation. Also, Barnwell provides on page 13 of its Form 10-K a table disclosing producing versus nonproducing reserves by area which shows that there are no individually significant areas for which there is a material difference between producing versus nonproducing
            reserves.

            Definitive Proxy Statement filed on Schedule 14A

            General

            STAFF COMMENT:

                            7.

                            Please confirm in writing that you will comply with the following comments relating to your definitive proxy in all future fil