SecProbe.io

CORRESP
 1
 filename1.htm

 BARNWELL INDUSTRIES INC.
 1100 Alakea Street, Suite 500
 Honolulu, Hawaii 96813-2840
 (808) 531-8400

 January 28, 2026

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street N.E.
 Washington, D.C. 20549

 Re:         Barnwell Industries Inc.

 Registration Statement on Form S-3

 Filed January 12, 2026
 File No. 333-292684

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Barnwell Industries Inc. hereby respectfully requests
 acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 PM Eastern Time, January 30, 2026, or as soon as practicable thereafter.

 Very truly yours,

 Barnwell Industries Inc.

 By: /s/ Philip F. Patman, Jr.

 Philip F. Patman, Jr.

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 21, 2026

Craig D. Hopkins
Chief Executive Officer
Barnwell Industries, Inc.
1100 Alakea Street, Suite 500
Honolulu, Hawaii 96813-2840

 Re: Barnwell Industries, Inc.
 Registration Statement on Form S-3
 Filed January 12, 2026
 File No. 333-292684
Dear Craig D. Hopkins:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Marcelle S. Balcombe, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    BARNWELL INDUSTRIES, INC.

    1100 Alakea Street, Suite 2900

    Honolulu, Hawaii 96813

    March 24, 2021

    BY EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention:  Timothy Collins

          Re:

            Barnwell Industries, Inc.

              Registration Statement on Form S-3

              File No. 333-254365

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Barnwell Industries, Inc.
      (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement (filed with the Securities and Exchange Commission on March 16, 2021) be accelerated so that it may become effective at 4:00 P.M. (Eastern Time),
      on March 26, 2021, or as soon as possible thereafter.

    Please notify Christopher Doyle of Stroock & Stroock & Lavan LLP, counsel to the Company, by email
      (cdoyle@stroock.com) or by telephone (212-806-5641) to confirm the effectiveness of the Registration Statement or if you require additional information.

            Very truly yours,

              /s/ Alexander C. Kinzler

            Alexander C. Kinzler

            Chief Executive Officer

United States securities and exchange commission logo
March 23, 2021
Alexander Kinzler
Chief Executive Officer and President
BARNWELL INDUSTRIES INC
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813
Re:BARNWELL INDUSTRIES INC
Registration Statement on Form S-3
Filed March 16, 2021
File No. 333-254365
Dear Mr. Kinzler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Christopher Doyle

June 17, 2015

Russell M. Gifford
Executive Vice President and Chief Financial Officer
Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813 -2833

Re: Barnwell Industries, Inc.
 Form 10 -K for Fiscal Year Ended September 30, 2014
 Filed December 18, 2014
Definitive Proxy Statement on Schedule 14A
Filed January 15, 2015
File No. 001 -05103

Dear Mr. Gifford :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in a ny proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filings  include t he
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

    p15-0139_correp.htm

April 30, 2015

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:      Barnwell Industries, Inc.

Form 10-K for Fiscal Year ended September 30, 2014

Filed December 18, 2014

Definitive Proxy Statement on Schedule 14A

Filed January 15, 2015

File No. 001-05103

Dear Mr. Schwall,

This letter serves as the response of Barnwell Industries, Inc. (“Barnwell” or the “Company”) to the comment letter, dated April 20, 2015, of the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced Form 10-K and Definitive Proxy Statement.

Set forth below are the Staff’s numbered comments and the Company’s responses thereto.

Form 10-K for Fiscal Year Ended September 30, 2014

Contingencies, page 50

Staff Comment:

1.

Provide a more fulsome explanation of the environmental remediation costs. Among other things, explain when and why these costs were incurred. Address what kind of notice you received on this matter and from what regulatory agency.

Company Response:

The Dunvegan and Wood River properties are non-operated oil and natural gas properties in which we hold a minority ownership interest; Dunvegan 8.9%; Wood River 7.9%. As such, we are not involved in the day-to-day operations of the properties.

In the quarter ended March 31, 2013, the Company was informed by the operators of the Dunvegan and Wood River properties that soil contamination had occurred over time at certain well sites and along pipelines at their respective operated properties which the operators were previously unaware of. Accordingly, the Company accrued an estimate for probable environmental remediation costs for both the Dunvegan and Wood River properties in the quarter ended March 31, 2013, based on documentation provided by the operators, which included a mail ballot and authorization for expenditure (“AFE”) sent to all owners in the properties for approval of estimated project costs.  The Company accrued its share of the remediation costs based on its ownership interest in each of the properties.  The accrual has subsequently been adjusted for revised cost estimates received from the property operators and payments made by the Company. The accrual is subject to change as remediation efforts continue and evolve but we have recognized the best estimate of remediation costs as of September 30, 2014.

The Company has not had any direct communications with regulatory agencies regarding these soil contamination issues as it is not the operator of the subject properties.

Exhibits, page 100

Staff Comment:

2.

We note your disclosure at pages 46-47 that you have in place a credit facility with Royal Bank of Canada and a non-revolving real estate loan agreement with a Hawaii bank. Please refer to Item 601(b)(10)(i) and file such agreements as exhibits to your filing.

Company Response:

The Company respectfully requests that it not be required to amend its Form 10-K for the year ended September 30, 2014 to file the Royal Bank of Canada credit facility and real estate loan agreements and that the Commission permit the Company to file the credit facility agreement and the real estate loan agreement, including any amendments thereto, with its Form 10-Q for the quarter ended March 31, 2015, which the Company plans to file on or about May 13, 2015. Additionally, the Company will file the April 2015 amendment to the Canadian credit facility agreement at that time.

In connection with the above, Barnwell Industries, Inc. hereby acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in the Company’s filings, including those referenced above;

·

staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings, including those referenced above; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If, after review hereof, you should have additional questions or should need any additional information, please contact the undersigned at (808) 531-8400.

Very truly yours,

/s/ Russell M. Gifford

Russell M. Gifford

Executive Vice President,

Chief Financial Officer,

Treasurer and Secretary

cc:

Christopher J. Doyle, Stroock & Stroock & Lavan LLP

Nelson K. Lau, KPMG LLP

April 20 , 2015

Via E -mail
Russell M. Gifford
Executive Vice President and Chief Financial Officer
Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813 -2833

Re: Barnwell Industries, Inc.
 Form 10 -K for Fiscal Year Ended September 30, 2014
 Filed December 18, 2014
Definitive Proxy Statement on Schedule 14A
Filed January 15, 2015
File No. 001 -05103

Dear Mr. Gifford :

We have reviewed your  filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended September 30, 2014

Contingencies, page 50

1. Provide a more fulsome explanation of the environmental remediation costs.  Among
other things, explain when and why these costs were incurred.  Address what kind of
notice you received on this matter and from what regulatory agency.

Exhibits, page 100

2. We note your disclosure at pages 46 -47 that you have in place a credit facility with Royal
Bank of Canada and a non -revolving real estate loan agreement with a Hawaii ba nk.
Please refer to Item 601(b)(10)(i) and file such agreements as exhibits to your filing.

Russell M. Gifford
Barnwell Industries, Inc.
April 20 , 2015
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the  Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures t hey have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securit ies laws of the United States.

You may contact Joseph Klinko , Staff Accountant, at (202) 551 -3824 or Lily Dang, Staff
Accountant, at (202) 551 -3867 if you have questions regarding comments on the financial
statements and related matters.  Please contact A nuja A. Majmudar, Attorney -Advisor, at (202)
551-3844 or me at (202) 551 -3745 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

February 10, 2012
 Via E-mail

Russell M. Gifford  Chief Financial OfficerBarnwell Industries, Inc. 1100 Alakea Street Suite 2900 Honolulu, HI 96813-2833
Re: Form 10-K for Fiscal Ye ar ended September 30, 2011
Filed December 13, 2011 File No. 001-05103

Dear Mr. Gifford:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

A.N. Parker for

H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

    barnwell_corres-020312.htm

February 3, 2012

Ms. Anne Nguyen Parker

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:          Barnwell Industries, Inc.

Form 10-K for Fiscal Year ended September 30, 2011

Filed December 13, 2011

File No. 001-05103

Dear Ms. Parker,

This letter serves as the response of Barnwell Industries, Inc. (“Barnwell” or the “Company”) to the comment letter, dated January 30, 2012, of the staff (the “Staff”) of the Securities and Exchange Commission relating to the above-referenced Form 10-K.

Set forth below are the Staff’s numbered comments and the Company’s responses thereto.

Form 10-K

Exhibit 99.1

Staff Comment:

1.

Item 1202(a)(8)(v) of Regulation S-K requires a discussion of primary economic assumptions utilized in the report.  As such, please quantify the 12-month average oil price and gas price, as adjusted, used in making the reserves estimation.

Company Response:

Pursuant to a telephone conversation between you and our counsel, Christopher Doyle of Stroock & Stroock & Lavan LLP, the Company understands that the Staff interprets Item 1202(a)(8)(v) of Regulation S-K as requiring disclosure in the report itself of the actual 12-month average prices used in making the reserve estimations.  As Mr. Doyle noted during that conversation, the Company made disclosure of such prices in the Form 10-K itself (on pages 7 and 97).

The Company confirms that in all of its future filings that may require such a report to be filed as an exhibit, including all future filings on Form 10-K, such report will include the actual 12-month average prices used in making the reserve estimations.  The Company respectfully requests that it not be required to amend its Form 10-K for the year ended September 30, 2011 to file an amended report as Exhibit 99.1.

In connection with the above, Barnwell Industries, Inc. hereby acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If, after review hereof, you should have additional questions or should need any additional information, please contact the undersigned at (808) 531-8400.

Very truly yours,

/s/ Russell M. Gifford

Russell M. Gifford

Executive Vice President,

Chief Financial Officer,

Treasurer and Secretary

cc:           Christopher J. Doyle, Stroock & Stroock & Lavan LLP

Nelson K. Lau, KPMG LLP

January 30, 2012
 Via E-mail

Russell M. Gifford  Chief Financial Officer Barnwell Industries, Inc. 1100 Alakea Street Suite 2900 Honolulu, HI 96813-2833
Re: Barnwell Industries, Inc.
Form 10-K for Fiscal Year  ended September 30, 2011
Filed December 13, 2011 File No. 001-05103

Dear Mr. Gifford:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K

 Exhibit 99.1

 1. Item 1202(a)(8)(v) of Regulation S-K re quires a discussion of primary economic
assumptions utilized in the report.  As su ch, please quantify the 12-month average oil
price and gas price, as adjusted, used in making the reserves estimation.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Russell M. Gifford
Barnwell Industries, Inc. January 30, 2012 Page 2
 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Paul Monsour, Staff Attorne y, at (202) 551-3360, or me at (202) 551-3611
with any questions.
Sincerely,  /s/ A.N. Parker  Anne Nguyen Parker Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE
       April 9, 2009
   Mr. Russell M. Gifford Chief Financial Officer Barnwell Industries, Inc. 1100 Alakea Street, Suite 2900 Honolulu, Hawaii  96813-2833
 Re: Barnwell Industries, Inc.
Form 10-K for Fiscal Year Ended September 30, 2008
Filed December 18, 2008
File No. 001-05103

  Dear Mr. Gifford:

We have completed our review of your Form 10-K and have no further comments at this
time.
         S i n c e r e l y ,            Karl Hiller        B r a n c h  C h i e f

CORRESP
1
filename1.htm

            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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        February 25, 2009
   Mr. Russell M. Gifford Chief Financial Officer Barnwell Industries, Inc. 1100 Alakea Street, Suite 2900 Honolulu, Hawaii  96813-2833
 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 Mr. Gifford:
We have reviewed your filings and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosures in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Mr. Russell M. Gifford
Barnwell Industries, Inc.
February 25, 2009 Page 2

 Business

Marketing of Oil and Natural Gas, page 14

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.  P lease 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 cont racts.  Refer to Item 601(b)(10) of
Regulation S-K.
 Management’s Discussion and Analysis

 Business Environment, page 46

 Land Investment and Residential Real Estate Segments, page 46

 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.

Financial Statements

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

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 th e 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

Mr. Russell M. Gifford
Barnwell Industries, Inc.
February 25, 2009 Page 3

amortization, and a table indicating the nature of costs by category and identifying the periods in which the costs were incurred.

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

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 fling and ask that you submit the disclosures you propose to comply with SFAS 69.
 Exhibits 31.1 and 31.2

 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:

ƒ the certification should be titled only “Certifications”;
ƒ the identification of the certifying indivi dual at the beginning of the certification
should be revised so as not to include the individual’s title; and
ƒ paragraph 4(d) should include the parenthetical language “(the registrant’s fourth fiscal quarter in the case of an annual report).”
 Engineering Comment

Reserves, page 11

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

Mr. Russell M. Gifford
Barnwell Industries, Inc.
February 25, 2009 Page 4

would be required for any material developed non-producing reserves, pursuant to the guidance in paragraph 16 of SFAS 69.

Definitive Proxy Statement filed on Schedule 14A

General

7. Please confirm in writing that you will comply with the following comments relating to your definitive proxy in all future filings, and provide us with an example of the disclosure you intend to use in each case.  After our review of your responses, we may raise additional comments.
 Proposal No. 1 – Election of Directors, page 2

 8. We note that Mr. Gardner’s biographical sketch merely states that he is an “[i]independent consultant and advisor”.  We also note that Mr. Inglima’s biographical sketch states that he has been in “private practice since 1985”, but does not disclose the name of his employers for the past five years.  Further, Mr. Inglima’s biographical sketch does not include any information regarding his employment after July 2006.  Please expand your disclosure for Messrs. Gardner and Inglima to include the specific information required by Item 401(e) of Regulation S-K, including principal occupation and employment information, and the name and principal business of each such employer, for the past five years.
 Executive Compensation, page 5

 Summary Compensation Table, page 6

 9. We note your disclosure under footnote 2 regarding cash bonuses paid to your CEO and President under “the 2008 Pay for Performance Plan”.  We further note your disclosure regarding the “maximum bonus grant” amounts and the reductions made by your compensation committee.  Please expand your disclosure to describe the material terms of the Pay for Performance Plan and the criteria used to determine the bonus amounts awarded under the plan.  Disclose how your compensation committee considered such criteria in determining cash bonuses awarded to your CEO and president for your fiscal year ended September 30, 2008.  See Item 402(o)(5) of Regulation S-K.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly

Mr. Russell M. Gifford
Barnwell Industries, Inc.
February 25, 2009 Page 5

facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosures in the filing;
 ‚ staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
           You may contact Lily Dang at (202) 551-3867 or Karl Hiller, Branch Chief at
(202) 551-3686 if you have questions regarding comments on the financial statements and related matters.  You may contact Jim Murphy, Petroleum Engineer at (202) 551-3703 with questions about engineering comments.  You may contact Tracey McNeil at (202) 551-3392 or John Madison at (202) 551-3296 with questions about legal comments.  Please contact me at (202) 551-3740 with any other questions.

Mr. Russell M. Gifford
Barnwell Industries, Inc. February 25, 2009 Page 6

     S i n c e r e l y ,
 H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 8, 2007

By US Mail and Facsimile

Mr. Russell M. Gifford
Chief Financial Officer
Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, HA  96813

Re: Barnwell Industries, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2006
 Filed December 21, 2006
 File No. 1-5103

Dear Mr. Gifford:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
[BARNWELL INDUSTRIES INC. LOGO]

1100 Alakea Street
Suite 2900
Honolulu, Hawaii  96813
Telephone (808) 531-8400
Fax (808) 531-7181

April 13, 2007

Mr. Karl Hiller
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 7010
Washington, D.C.  20549

VIA FAX TO (202) 772-9220
(Original to follow via FedEx)

     RE:   Barnwell Industries, Inc.
           Form 10-K for the fiscal year ended September 30, 2006
           File Number 1-5103

Dear Mr. Hiller,

This letter will serve as the response of Barnwell Industries,
Inc. ("Barnwell" or the "Company") to the comments received from the staff
(the "Staff") of the Securities and Exchange Commission by letter dated March
30, 2007.  To assist in your review, we have included the Staff's numbered
comments and have provided our responses below each comment.

ITEM 1.  BUSINESS
ESTIMATED FUTURE NET REVENUES

STAFF COMMENT:

1. We note your disclosure of the table calculating the present value of
   estimated future net revenues as of September 30, 2006.  Further, we
   note that you have calculated net revenues using current sales prices
   and costs, after deducting all royalties, operating costs, future
   estimated capital expenditures, and income taxes.  This measure does
   not appear to differ from the standardized measure that you have
   calculated and presented in accordance with SFAS 69.  As such, please
   revise the label to state standardized measure of estimated discounted
   future net cash flows.

MANAGEMENT RESPONSE:

The Company will revise the label to state "Standardized Measure of
Estimated Discounted Future Net Cash Flows."  We propose to make the
recommended change in our next Form 10-K filing.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS AND FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

STAFF COMMENT:

2. We note that you have identified many areas of accounting that you
   regard as critical, due to the significant level of judgment required
   to determine various assumptions underpinning their application, and
   which under different conditions, could lead to "material differences"
   in your financial statements.  However, the disclosures that you provide
   appear to be essentially the same as the accounting policies utilized,
   rather than any specific uncertainties underlying your estimates.  In
   other words, not all of the critical accounting policies that you
   disclose appear to have critical judgment and estimation attributes,
   and for those that do, the disclosures do not sufficiently address such
   attributes.

   Please revise your disclosures to address the material implications of
   the uncertainties that are associated with the methods, assumptions
   and estimates underlying your critical accounting estimates.
   Specifically, you should provide the following:

     (a) An analysis of the uncertainties involved in applying the
         principle and the variability that is reasonably likely to
         result from its application.

     (b) An analysis of how you arrived at the measure and how accurate
         the estimate or underlying assumptions have been in the past.

     (c) An analysis of your specific sensitivity to change, based on
         outcomes that are reasonably likely to occur and have a
         material effect.

   Please refer to FRC Section 501.14 for further guidance.

MANAGEMENT RESPONSE:

We have reanalyzed our as-filed disclosure under the guidance of FRC
Section 501.14.  Based on the reanalysis, we have determined that our
as-filed disclosure would benefit from certain revisions.  Accordingly,
we propose a revised disclosure which provides improved focus and clarity
of those areas meeting the requirements of FRC Section 501.14, which states
that "When preparing disclosure under the current requirements, companies
should consider whether they have made accounting estimates or assumptions
where:

     - the nature of the estimates or assumptions is material due to the
       levels of subjectivity and judgment necessary to account for highly
       uncertain matters or the susceptibility of such matters to change;
       and

     - the impact of the estimates and assumptions on financial condition or
       operating performance is material.
                                  -2-
<PAGE>
"If so, companies should provide disclosure about those critical
accounting estimates or assumptions in their MD&A."  Our proposed disclosure
is as follows:

    Management believes the accounting policies that are most critical
    in assisting financial statement readers in understanding and
    evaluating our results due to their subjective judgments are as
    follows:

    -  Oil and natural gas properties - full cost ceiling calculation
       and depletion

       Policy Description

       We use the full cost method of accounting for our oil and
       natural gas properties, under which we are required to conduct
       quarterly calculations of a "ceiling," or limitation on the
       carrying value of oil and natural gas properties.  The ceiling
       limitation is the sum of 1) the discounted present value (at 10%),
       using prices as of the end of each reporting period on a constant
       basis, of Barnwell's estimated future net cash flows from
       estimated production of proved oil and natural gas reserves, less
       estimated future expenditures to be incurred in developing
       and producing the proved reserves but excluding future cash
       outflows associated with settling asset retirement obligations
       accrued on the balance sheet; plus 2) the cost of major development
       projects and unproven properties not subject to depletion, if any;
       plus 3) the lower of cost or estimated fair value of unproven
       properties included in costs subject to depletion; less 4) related
       income tax effects.  If net capitalized costs exceed this limit,
       the excess is expensed unless subsequent market price changes
       eliminate or reduce the indicated write-down in accordance with
       SEC Staff Accounting Bulletin Topic 12D.

       Judgments and Assumptions

       The estimate of our oil and natural gas reserves is a major
       component of the ceiling calculation, and represents the component
       that requires the most subjective judgments. Estimates of reserves
       are forecasts based on engineering data, historical data, projected
       future rates of production and the timing of future expenditures.
       The process of estimating oil and natural gas reserves requires
       substantial judgment, resulting in imprecise determinations,
       particularly for new discoveries.  Our reserve estimates are prepared
       annually by independent petroleum engineers and quarterly by
       internal personnel.  The passage of time provides more quantitative
       and qualitative information regarding estimates of reserves, and
       revisions are made to prior estimates to reflect updated information.
       In the past three fiscal years, annual revisions to our reserve volume
       estimates have averaged 2% of the previous year's estimate.  However,
       there can be no assurance that more significant revisions will not be
       necessary in the future.  If future significant revisions are necessary
       that reduce previously estimated reserve quantities, such revisions
       could result in a write-down of oil and natural gas properties.  If
       reported reserve volumes were revised downward by 5% at the end of
                                  -3-
<PAGE>
      fiscal 2006, the ceiling limitation would have decreased
      approximately $2,400,000.

      In addition to the impact of the estimates of proved reserves
      on the calculation of the ceiling, estimated proved reserves
      are also a significant component of the quarterly calculation of
      depletion expense.  The lower the estimated reserves, the higher
      the depletion rate per unit of production.  Conversely, the
      higher the estimated reserves, the lower the depletion rate per
      unit of production.  If reported reserve volumes were revised
      downward by 5% as of the beginning of fiscal 2006, depletion
      for fiscal 2006 would have increased by approximately $506,000.

      While the quantities of proved reserves require substantial
      judgment, the associated prices of oil, natural gas and natural
      gas liquids ("NGL") reserves, and the applicable discount rate,
      that are used to calculate the discounted present value of the
      reserves do not require judgment.  The ceiling calculation
      dictates that a 10% discount factor be used and that prices and
      costs in effect as of the last day of the period are held
      constant indefinitely.  Therefore, the future net revenues
      associated with the estimated proved reserves are not based on
      our assessment of future prices or costs.  Rather, they are based
      on such prices and costs in effect as of the end of each period
      for which the ceiling calculation is performed.

      Because the ceiling calculation dictates that prices in effect
      as of the last day of the applicable quarter are held constant
      indefinitely, and requires a 10% discount factor, the resulting
      value is not indicative of the true fair value of the reserves.
      Oil and natural gas prices have historically been volatile.
      Therefore, oil and natural gas property write-downs that result
      from applying the full cost ceiling limitation, and that are
      caused by fluctuations in prices as opposed to reductions to the
      underlying quantities of reserves, should not be viewed as absolute
      indicators of a reduction of the ultimate value of the related
      reserves.

    - Income taxes

      Policy Description

      Deferred income taxes are determined using the asset and liability
      method.  Deferred tax assets and liabilities are recognized for the
      estimated future tax impacts of differences between the financial
      statement carrying amounts of existing assets and liabilities and
      their respective tax bases.  Deferred tax assets and liabilities are
      measured using enacted tax rates in effect for the year in which those
      temporary differences are expected to be recovered or settled.  The
      effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in income in the period that includes the
      enactment date.  A valuation allowance is provided when it is more
      likely than not that some portion or all of the deferred tax
      asset will not be realized.

                                  -4-

<PAGE>
     Judgments and Assumptions

     We make estimates and judgments in determining our income tax expense
     for each reporting period.  Significant changes to these estimates
     could result in an increase or decrease in our tax provision in future
     periods.  We are also required to make judgments about the
     recoverability of deferred tax assets and when it is more likely than
     not that all or a portion of deferred tax assets will not be realized,
     a valuation allowance is provided.  Changes in the assumptions regarding
     the realization of deferred tax assets could result in an increase or
     decrease in our income tax provision.  Furthermore, changes in our
     business performance could require a valuation allowance or a reversal in
     the valuation allowance in future periods.  The impact of any of
     these changes could be material.  Historically, our current income
     tax estimates have not materially differed from our income tax returns
     filed with taxing authorities.  However, there can be no assurance that
     material differences will not occur in the future.

     Barnwell has established a valuation allowance primarily for the U.S.
     tax effect of deferred Canadian taxes, accrued expenses and state of
     Hawaii net operating loss carryforwards which may not be realizable in
     future years as there can be no assurance of any specific level of
     earnings or that the timing of U.S. earnings will coincide with the
     payment of Canadian taxes to enable Canadian taxes to be a fully
     beneficial deduction for U.S. tax purposes.

     Canadian deferred tax assets related to expenses accrued for book
     purposes but not for tax purposes are estimated to be realized through
     future Canadian income tax deductions against future Canadian oil and
     natural gas earnings.  U.S. deferred tax assets related to expenses
     accrued for book purposes but not for tax purposes and the excess of
     the cost basis of investment in land for tax purposes over the cost
     basis of investment in land for book purposes are estimated to be
     realized from deductions against future U.S. earnings from sales of
     interests in leasehold land and land development rights.  Foreign tax
     credit carryforwards are estimated to be utilized when U.S. federal
     income taxes otherwise due on Canadian source income in a given year
     exceeds the foreign tax credit generated in that year.  The foreign tax
     credit carryforwards will expire if not utilized in fiscal years 2012
     through 2013.  The amount of deferred income tax assets considered
     realizable may be reduced if estimates of future taxable income are
     reduced.

   - Asset Retirement Obligation

     Policy Description

     Barnwell accounts for asset retirement obligations in accordance with
     SFAS No. 143, "Accounting for Asset Retirement Obligations," and FASB
     Interpretation No. 47, "Accounting for Conditional Asset Retirement
     Obligations - an interpretation of FASB Statement No. 143," which
     requires that the fair value of a liability for an asset retirement
     obligation be recognized in the period in which it is incurred if a

                                  -5-

<PAGE>
     reasonable estimate of fair value can be made.  Barnwell's estimated
     site restoration and abandonment costs of its oil and natural gas
     properties are capitalized as part of the carrying amount of oil
     and natural gas properties and depleted over the life of the related
     reserves.  The liability is accreted at the end of each period through
     charges to oil and natural gas operating expense.  If an obligation
     is settled for other than the carrying amount of the liability,
     Barnwell will recognize a gain or loss on settlement.

     Judgments and Assumptions

     The asset retirement obligation is recorded at fair value in the
     period in which it is incurred along with a corresponding increase
     in the carrying amount of the related asset.  Barnwell has estimated
     fair value by discounting the estimated future cash outflows required
     to settle abandonment and restoration liabilities.  The present value
     calculation includes numerous estimates, assumptions and judgments
     regarding the existence of liabilities, the amount and timing of cash
     outflows required to settle the liability, what constitutes adequate
     restoration, inflation factors, credit adjusted discount rates, and
     consideration of changes in legal, regulatory, environmental and
     political environments.  Abandonment and restoration cost estimates
     are determined in conjunction with Barnwell's reserve engineers based
     on historical information regarding costs incurred to abandon and
     restore similar well sites, information regarding current market
     conditions and costs, and knowledge of subject well sites and
     properties.  The process of estimating the asset retirement
     obligation requires substantial judgment and use

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
March 30, 2007

By US Mail and Facsimile

Mr. Russell M. Gifford
Chief Financial Officer
Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, HA  96813

Re: Barnwell Industries, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2006
 Filed December 21, 2006
 File No. 1-5103

Dear Mr. Gifford:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Russell M. Gifford
Barnwell Industries, Inc.
March 30, 2007 Page 2
Form 10-K for the fiscal year ended September 30, 2006

Item 1. Business, page 4

Estimated Future Net Revenues, page 13

1. We note your disclosure of the table cal culating the present value of estimated
future net revenues as of September 30, 2006.  Further, we note that you have
calculated net revenues using current sales prices and costs, after deducting all
royalties, operating costs, future estimated capital expenditures, and income taxes.  This measure does not appear to -differ from the standardized measure that you
have calculated and presente d in accordance with SFAS 69.    As such, please
revise the label to state st andardized measure of estimated discounted future net
cash flows.

Management’s Discussion and Analysis and Financial Condition and Results of
Operations, page 34

Critical Accounting Policies and Estimates, page 34

2. We note that you have identified many ar eas of accounting that you regard as
critical, due to the significant level of  judgment required to determine various
assumptions underpinning their applica tion, and which under different conditions,
could lead to “material differences” in your financial statements.  However, the disclosures that you provide appear to be  essentially the same as the accounting
policies utilized, rather than any specif ic uncertainties underlying your estimates.
In other words, not all of the critical accounting policies that you disclose appear
to have critical judgment and estimati on attributes, and for those that do, the
disclosures do not sufficientl y address such attributes.

Please revise your disclosures to addre ss the material implications of the
uncertainties that are associated with  the methods, assumptions and estimates
underlying your critical a ccounting estimates.  Specifi cally, you should provide
the following:

(a)        An analysis of the uncertain ties involved in applyi ng the principle and the
variability that is reasonably like ly to result from its application.

(b)        An analysis of how you a rrived at the measure and how accurate the
estimate or underlying assumptions have been in the past.

(c)        An analysis of your specifi c sensitivity to change, based on outcomes that
are reasonably likely to occur and have a material effect.

Please refer to FRC Section 501.14 for further guidance.

Mr. Russell M. Gifford
Barnwell Industries, Inc.
March 30, 2007 Page 3

Item 7A.  Quantitative and Qualita tive Disclosures about Market Risk

3. We note that you provide qualita tive discussion about market  risk as it pertains to
commodity price risk, interest rate risk  and foreign currency exchange risk.
However, it does not appear that you ha ve provided the quantitative disclosures
required by Item 305 of Re gulation S-K.  Please e xpand your disclosure to
provide this information using at least one of the three acceptable disclosure
alternatives outlined in It em 305 of Regulation S-K.

Financial Statements

Statements of Cash Flows, page 61

4. We note that you present cash proceeds from sale of interest in leasehold land and development rights as an investing activity on your consolidated statements of
cash flows.  Since you present the sale of in terest in leasehold land and the sale of
development rights as operating revenues on your statements of operations as well as you identify your real esta te investing activities as a reportable segment, it is
unclear to us why you do not consider thes e cash flows from ope rating activities.
Please explain to us in detail your basis for presenting these cash flows as an
investing activity.
Note 2 – Significant Accounting Policies, page 65

Oil and Gas Properties, page 65

5. We note that a majority of your proved rese rves are gas.  As such, please disclose
your method of accounting for gas imbalances and to the extent significant, the
amount of any imbalance in terms of units and value.  Refer to EITF 90-22 for further guidance.

Investment in Land and Revenue Recognition, page 66

6. We note your disclosure in which you e xplain that you account for your sales of
development rights under option and leas ehold land interests pursuant to the
provisions of SFAS 66.  This accounting st andard provides extensive guidance on
how to identify criteria to be used to determine when and how profit is recognized
on real estate sales.  Due to the comple xity of this guidance, please expand your
accounting policy disclosure to indicate the specific method you use to recognize
revenue including the criteria that has been met to support your profit recognition methodology.

Mr. Russell M. Gifford
Barnwell Industries, Inc.
March 30, 2007 Page 4
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Nasreen Mohammed at (202) 551-3773 or Jenifer Gallagher at
(202) 551-3706 if you have questions regard ing comments on the financial statements
and related matters.   Please contact me at (202) 551-3686 with any other questions.

        S i n c e r e l y ,

        K a r l  H i l l e r
        B r a n c h  C h i e f