BARNWELL INDUSTRIES INC
10QSB, 1998-05-15
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     X      Quarterly Report  Pursuant to Section 13 or 15(d) of the Securities
    ---     Exchange Act of 1934            

            For the quarterly period ended March 31, 1998


            Transition Report Pursuant to Section 13 or 15(d) of the Securities
    ---     Exchange Act of 1934
            



                          Commission File Number 1-5103

                            BARNWELL INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

        DELAWARE                                                 72-0496921
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

             1100 Alakea Street, Suite 2900, Honolulu,  Hawaii 96813 
                (Address of principal executive offices)(Zip code)

                                      (808) 531-8400
                  (Issuer's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                              Yes    X       No
                                    ---           ---

As of May 11,  1998  there  were  1,316,952  shares of  common  stock,  par  
value  $0.50, outstanding.

Transitional Small Business Disclosure Format   Yes         No    X
                                                     ---         ---



                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------

                                      INDEX
                                      -----

                                                                             

PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets
         March 31, 1998 and September 30, 1997 (Unaudited)                      

         Consolidated Statements of Operations and Retained Earnings
         three and six months ended March 31, 1998 and 1997 (Unaudited)         

         Condensed Consolidated Statements of Cash Flows
         six months ended March 31, 1998 and 1997 (Unaudited)                   

         Notes to Condensed Consolidated Financial Statements (Unaudited)   

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                    

PART II. OTHER INFORMATION:

Item 6.  Exhibits and reports on Form 8-K                                      




                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                          (Unaudited, see Note A below)
   

ASSETS                                                  March 31,  September 30,
- ------                                                     1998        1997
                                                       ----------- ------------
CURRENT ASSETS:                                               

   Cash                                                $ 1,430,000  $ 4,402,000
   Accounts receivable                                   1,791,000    2,065,000
   Other current assets                                    751,000      485,000
                                                       -----------  -----------
     TOTAL CURRENT ASSETS                                3,972,000    6,952,000
                                                       -----------  -----------

INVESTMENT IN LAND                                       2,207,000    1,848,000
                                                       -----------  -----------

OTHER ASSETS                                               216,000      491,000
                                                       -----------  -----------

NET PROPERTY AND EQUIPMENT                              24,398,000   25,107,000
                                                       -----------  -----------

     TOTAL ASSETS                                      $30,793,000  $34,398,000
                                                       ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:

   Accounts payable                                    $ 1,961,000  $ 3,180,000
   Accrued expenses                                      1,378,000    1,213,000
   Other current liabilities                               808,000      954,000
                                                       -----------  -----------
     TOTAL CURRENT LIABILITIES                           4,147,000    5,347,000
                                                       -----------  -----------

LONG-TERM DEBT                                          11,865,000   11,100,000
                                                       -----------  -----------

DEFERRED INCOME TAXES                                    5,861,000    5,801,000
                                                       -----------  -----------

STOCKHOLDERS' EQUITY:

   Common stock, par value $.50 per share:
     Authorized, 4,000,000 shares
     Issued, 1,642,797 shares                              821,000      821,000
   Additional paid-in capital                            3,103,000    3,103,000
   Retained earnings                                    12,361,000   15,171,000
   Foreign currency translation adjustments and other   (2,660,000)  (2,240,000)
   Treasury stock, at cost, 320,745 shares              (4,705,000)  (4,705,000)
                                                       -----------  -----------
     TOTAL STOCKHOLDERS' EQUITY                          8,920,000   12,150,000
                                                       -----------  -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $30,793,000  $34,398,000
                                                       ===========  ===========



Note A: The  balance  sheet at  September  30,  1997 has been taken from the
audited financial statements at that date and condensed.

                 See Notes to Condensed Consolidated Financial Statements


<TABLE>
<CAPTION>

                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
           -----------------------------------------------------------
                                   (Unaudited)


                                           Three months ended            Six months ended
                                                March 31,                    March 31,
                                       --------------------------   -------------------------
                                           1998           1997          1998          1997
                                           ----           ----          ----          ----
Revenues:
<S>                                    <C>            <C>           <C>           <C>   
  Oil and natural gas                  $ 2,110,000    $ 3,400,000   $ 5,040,000   $ 6,440,000
  Contract drilling                        480,000        230,000       660,000       740,000
  Gas processing and other                 300,000        290,000       560,000       650,000
                                       -----------    -----------   -----------   -----------
                                         2,890,000      3,920,000     6,260,000     7,830,000
                                       -----------    -----------   -----------   -----------
Costs and expenses:
  Oil and natural gas operating            868,000        869,000     1,676,000     1,749,000
  Contract drilling operating              683,000        294,000       942,000       693,000
  General and administrative             1,053,000        839,000     1,845,000     1,670,000
  Depreciation, depletion and
    amortization                           616,000        620,000     1,412,000     1,448,000
  Interest expense                         170,000        146,000       327,000       328,000
  Write-down of assets                   2,280,000          -         2,280,000         -
                                       -----------    -----------   -----------   -----------
                                         5,670,000      2,768,000     8,482,000     5,888,000
                                       -----------    -----------   -----------   -----------

(Loss) earnings before income taxes     (2,780,000)     1,152,000    (2,222,000)    1,942,000

Provision for income taxes                 150,000        742,000       588,000     1,112,000
                                       -----------    -----------   -----------   -----------
NET (LOSS) EARNINGS                     (2,930,000)       410,000    (2,810,000)      830,000

Retained earnings -
  beginning of period                   15,291,000     14,541,000    15,171,000    14,121,000
                                       -----------    -----------   -----------   -----------

  Retained earnings - end of period    $12,361,000    $14,951,000   $12,361,000   $14,951,000
                                       ===========    ===========   ===========   ===========

BASIC AND DILUTED
   (LOSS) EARNINGS PER COMMON SHARE    $     (2.22)   $      0.31   $     (2.13)  $      0.63
                                       ===========    ===========   ===========   ===========
<FN>

                 See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>


                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (Unaudited)

                                                           Six months ended
                                                                March 31,
                                                       ------------------------
                                                           1998         1997
                                                       -----------  -----------
Cash Flows from Operating Activities:
   Net (loss) earnings                                 $(2,810,000) $   830,000
   Adjustments to reconcile net (loss) earnings
    to net cash provided by operating activities:
     Depreciation, depletion, and amortization           1,412,000    1,448,000
     Write-down of assets                                2,280,000        -
     Deferred income taxes                                 265,000      316,000
                                                       -----------  -----------
                                                         1,147,000    2,594,000
    (Decrease) increase from changes
       in current assets and liabilities                (1,066,000)     353,000
                                                       -----------  -----------

       Net cash provided by operating activities            81,000    2,947,000
                                                       -----------  -----------

Cash Flows from Investing Activities:
   Capital expenditures - oil and gas segment           (3,392,000)  (3,653,000)
   Additions to investment in land                        (359,000)    (268,000)
   Capital expenditures - contract drilling and other     (194,000)     (97,000)
   Decrease (increase) in long-term other assets             5,000       (9,000)
   Proceeds from sale of oil and natural gas properties      -          980,000
                                                       -----------  -----------

      Net cash used in investing activities             (3,940,000)  (3,047,000)
                                                       -----------  -----------
Cash Flows from Financing Activities:
   Long-term debt borrowings                               965,000         -
                                                       -----------  -----------

      Net cash provided by financing activities            965,000         -
                                                       -----------  -----------

Effect of exchange rate changes on cash                    (78,000)     (38,000)
                                                       -----------  -----------

Net decrease in cash                                    (2,972,000)    (138,000)
Cash at beginning of period                              4,402,000    3,553,000
                                                       -----------  -----------

Cash at end of period                                  $ 1,430,000  $ 3,415,000
                                                       ===========  ===========


Supplemental disclosures of cash flow information:

   Cash paid during the period for:
     Interest (net of amounts capitalized)             $   119,000  $   290,000
                                                       ===========  ===========

     Income taxes                                      $   485,000  $   590,000
                                                       ===========  ===========


            See Notes to Condensed Consolidated Financial Statements




                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (Unaudited)

1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      -------------------------------------------

      The  Condensed  Consolidated  Balance  Sheet as of  March  31,  1998,  the
Consolidated  Statements of Operations  and Retained  Earnings for the three and
six  months  ended  March 31,  1998 and  1997,  and the  Condensed  Consolidated
Statements  of Cash Flows for the six months  ended March 31, 1998 and 1997 have
been prepared by Barnwell Industries, Inc. (referred to herein together with its
subsidiaries  as "Barnwell" or the "Company")  without audit.  In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
cash flows at March 31, 1998 and for all periods  presented  have been made. The
Condensed  Consolidated  Balance Sheet as of September 30, 1997 has been derived
from audited financial statements.

      Certain  information  and  footnote   disclosures   normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements and notes thereto included in the Company's September 30, 1997 annual
report to stockholders. The results of operations for the period ended March 31,
1998 are not necessarily indicative of the operating results for the full year.

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and expenses and the  disclosure of contingent  assets and  liabilities.  Actual
results could differ significantly from those estimates.

2.    (LOSS) EARNINGS PER COMMON SHARE
      --------------------------------

      The Company  adopted the  provisions of Statement of Financial  Accounting
Standards ("SFAS") No. 128, "Earnings per Share," effective October 1, 1997. The
new standard replaced the presentation of primary and fully diluted earnings per
share ("EPS") with a presentation  of basic and diluted EPS,  respectively.  The
new standard  also requires  dual  presentation  of basic and diluted EPS on the
face of the income statement and requires a reconciliation  of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS  computation.  Prior year EPS amounts have been  restated to conform
with the provisions of SFAS No. 128.

      Basic EPS  excludes  dilution  and is  computed  by  dividing  net  (loss)
earnings by the  weighted-average  common shares outstanding for the period. The
weighted-average  common shares  outstanding  for the three and six months ended
March 31, 1998 and 1997 were 1,322,052.

      Diluted EPS includes the potentially dilutive effect of outstanding common
stock  options  and  securities  which are  convertible  to common  shares.  The
weighted-average  number  of  common  and  potentially  dilutive  common  shares
outstanding  was 1,322,052  and  1,326,121,  respectively,  for the three months
ended March 31, 1998 and 1997,  and  1,322,052  and 1,325,912 for the six months
ended March 31, 1998 and 1997, respectively.

      Assumed   conversion  of  common  stock  options  are  excluded  from  the
computation  of diluted  EPS for the three and six months  ended  March 31, 1998
because its effect would be antidilutive. Reconciliations between the numerators
and denominators of the basic and diluted EPS computations for the three and six
months ended March 31, 1997 are as follows:

                                      Three months ended March 31, 1997
                                    -------------------------------------
                                    Net Earnings     Shares     Per-Share
                                     (Numerator)  (Denominator)   Amount
                                    ------------  ------------  ---------
Basic earnings per share            $    410,000     1,322,052  $    0.31

Effect of dilutive
 securities - common stock options          -            4,069        -
                                    ------------  ------------  ---------

Diluted earnings per share          $    410,000     1,326,121  $    0.31
                                    ============  ============  =========


                                       Six months ended March 31, 1997
                                    -------------------------------------
                                    Net Earnings     Shares     Per-Share
                                     (Numerator)  (Denominator)   Amount
                                    ------------  ------------  --------- 
Basic earnings per share            $    830,000     1,322,052  $    0.63

Effect of dilutive
 securities - common stock options         -             3,860        -
                                    ------------  ------------  ---------

Diluted earnings per share          $    830,000     1,325,912  $    0.63
                                    ============  ============  =========

      Assumed  conversion of the  convertible  debentures  to 100,000  shares of
common stock was excluded  from the  computation  of diluted EPS for all periods
presented because its effect would be antidilutive.

3.    INCOME TAXES
      ------------

      The  components  of the  provision  for income taxes for the three and six
months ended March 31, 1998 and 1997 are as follows:

                         Three months ended              Six months ended
                              March 31,                     March 31,
                      -------------------------      ------------------------
                         1998            1997           1998          1997
                      ---------       ---------      ---------     ----------
Current - U.S.        $    -          $ (15,000)     $    -        $     -
Current - Foreign        26,000         500,000        323,000        796,000
                      ---------       ---------      ---------     ----------
Total - Current          26,000         485,000        323,000        796,000
                      ---------       ---------      ---------     ----------

Deferred - U.S.          25,000         (10,000)        50,000        (25,000)
Deferred - Foreign       99,000         267,000        215,000        341,000
                      ---------       ---------      ---------     ----------
Total - Deferred        124,000         257,000        265,000        316,000
                      ---------       ---------      ---------     ----------
                      $ 150,000       $ 742,000      $ 588,000     $1,112,000
                      =========       =========      =========     ==========


4.    NEW STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS
      ------------------------------------------------

      In June 1997, the Financial  Accounting  Standards  Board ("FASB")  issued
SFAS  No.  130,  "Reporting  Comprehensive  Income."  SFAS No.  130  establishes
standards for reporting and display of  comprehensive  income and its components
(revenues,  expenses,  gains  and  losses)  in a  full  set  of  general-purpose
financial   statements.   This  statement  requires  that  all  items  currently
recognized under accounting  standards as components of comprehensive  income be
reported in a financial  statement that is displayed with the same prominence as
other  financial  statements and is effective for fiscal years  beginning  after
December  15,  1997.  SFAS  No.  130  requires   reclassification  of  financial
statements  presented for earlier periods. The Company will adopt the provisions
of SFAS No.  130 in the first  quarter  of fiscal  1999.  The  Company  conducts
operations in Canada and the assets and liabilities and income and expense items
of the foreign  operations  are translated at exchange rates in effect as of and
for the period ending on the financial statement date. The resulting translation
gains and losses are accounted for in a  stockholders'  equity account  entitled
"Foreign currency  translation  adjustments."  Under SFAS No. 130, these foreign
currency  translation  gains and  losses  will be  included  as a  component  of
comprehensive  income.  Foreign  currency  fluctuations  can occur  rapidly  and
management  expects  that  quarterly  fluctuations  will at times be material to
comprehensive  income. The Company cannot accurately predict future fluctuations
between the Canadian and U.S. dollars.

      In June  1997,  the FASB also  issued  SFAS No.  131,  "Disclosures  about
Segments of an Enterprise  and Related  Information."  This  statement  provides
guidance  for  public  business  enterprises  in  reporting   information  about
operating  segments  in annual  financial  statements  and  requires  that those
enterprises  report selected  information  about  operating  segments in interim
financial reports to shareholders. This statement also establishes standards for
related  disclosures  about  products and services,  geographic  areas and major
customers. This statement is effective for fiscal years beginning after December
15,  1997.  The Company will adopt the  provisions  of SFAS No. 131 in the first
quarter  of fiscal  1999.  SFAS No.  131  requires  restatement  of  comparative
information presented for earlier periods.

      In February  1998, the FASB issued SFAS No. 132,  "Employers'  Disclosures
about Pensions and Other  Postretirement  Benefits," which amends the disclosure
requirements of SFAS No. 87, "Employers'  Accounting for Pensions," SFAS No. 88,
"Employers'  Accounting for  Settlements  and  Curtailments  of Defined  Benefit
Pension  Plans and for  Termination  Benefits,"  and SFAS No.  106,  "Employers'
Accounting  for  Postretirement  Benefits Other Than  Pensions."  This statement
standardizes the disclosure  requirements of SFAS No.'s 87 and 106 to the extent
practicable  and recommends a parallel format for presenting  information  about
pensions and other  postretirement  benefits.  SFAS No. 132 addresses disclosure
only  and does not  change  any of the  measurement  or  recognition  provisions
provided  for in SFAS  No.'s 87, 88 or 106.  This  statement  is  effective  for
financial  statements for periods beginning after December 15, 1997. The Company
will adopt the  provisions  of SFAS No. 132 in the first quarter of fiscal 1999.
SFAS No. 132 requires  restatement  of  comparative  information  presented  for
earlier periods.


Item 2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
        ----------------------------------------------------------------------
        RESULTS OF OPERATIONS
        ---------------------

FORWARD-LOOKING STATEMENTS
- --------------------------

      This Form 10-QSB contains forward-looking statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934, including various forecasts,  projections of the Company's
future  performance,  statements of the Company's  plans and objectives or other
similar  types  of   information.   Although  the  Company   believes  that  its
expectations  are based on  reasonable  assumptions,  it cannot  assure that the
expectations contained in such forward-looking statements will be achieved. Such
statements involve risks, uncertainties and assumptions which could cause actual
results to differ  materially  from those  contained in such  statements.  These
forward-looking  statements  speak  only as of the date of  filing  of this Form
10-QSB,  and the Company  expressly  disclaims any  obligation or undertaking to
publicly  release any updates or  revisions  to any  forward-looking  statements
contained herein.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

      Cash flows from  operations  before changes in working  capital  decreased
$1,447,000  for the six months  ended  March 31,  1998,  as compared to the same
period in the prior year, due to lower operating  results  generated by both the
oil and  natural  gas segment and the  contract  drilling  segment.  Declines in
prices  received  for all  petroleum  products in the  current six month  period
significantly  decreased oil and natural gas revenues, and the contract drilling
segment incurred an operating loss before  depreciation in the current six month
period due to increased competition for water well drilling contracts in Hawaii;
the contract  drilling segment  generated an operating profit in the same period
of the prior  year.  Operating  cash  flows  were also  impacted  by  changes in
non-cash  working  capital,  primarily due to decreases in accounts  payable and
payables to joint  interest  owners.  The  decrease  in accounts  payable in the
current  year  period  related to the  payment of oil and  natural  gas  capital
expenditures and the payment of $900,000 of crown royalties accrued at September
30, 1997. As reported in the Company's  10-KSB for the year ended  September 30,
1997,  the Province of Alberta  completed its royalty  calculations  in 1997 for
calendar  years  1994,  1995,  1996 and a  portion  of 1997.  As a result of its
initial  calculations,  the Province  remitted $630,000 to the Company in August
1997 for estimated overpaid royalties.  In October 1997, after completion of its
final  calculations,  the Province  submitted a $900,000  invoice for  underpaid
royalties,  which the Company  accrued for as of September  30, 1997 and paid at
the end of October 1997. The change in payables to joint interest  owners is due
to timing differences in capital collections and disbursements by the Company on
behalf of joint interest owners.

      At March 31, 1998,  the Company had  $1,430,000 of cash and  approximately
$3,000,000 of available credit under its facility with the Royal Bank of Canada,
which has been renewed through February 1999 at $19,000,000 Canadian dollars, or
approximately  $13,000,000 U.S.  dollars.  During the six months ended March 31,
1998, the Company borrowed $965,000 under the Canadian bank facility to fund oil
and natural  gas capital  expenditures  in Canada.  The Company  expects to fund
Canadian oil and natural gas capital  expenditures  for the  remainder of fiscal
1998 by utilizing available credit under the Canadian bank facility.

      During the six months ended March 31, 1998,  the Company  invested a total
of  $3,392,000  in oil and  natural  gas  properties  ($2,974,000  in Canada and
$418,000  in the U.S.),  as  compared to  $3,653,000  ($2,469,000  in Canada and
$1,184,000  in the U.S.) during the prior year period.  For the six months ended
March 31, 1998, the Company participated in the drilling of 46 wells in Alberta,
Canada, and Michigan, North Dakota and Louisiana as follows:

                       Productive   Productive
                       Oil Wells    Gas Wells     Dry Holes    Total Wells
                       ------------ -----------   -----------  ------------
                       Exp.    Dev. Exp.   Dev.   Exp.   Dev.  Exp.    Dev.
                       ----    ---- ----   ----   ----   ----  ----    ----
CANADA
- ------
              Gross    2.00   20.00   -   14.00     -   2.00   2.00   36.00
              Net      0.63    3.51   -    0.91     -   0.20   0.63    4.62
U.S.A.
- ------
              Gross     -       -     -     -     7.00  1.00   7.00    1.00
              Net       -       -     -     -     0.63  0.02   0.63    0.02

      During  the three  months  ended  March 31,  1998,  the  Company  invested
$1,818,000 in oil and natural gas properties  ($1,641,000 in Canada and $177,000
in the U.S.),  as compared to $2,111,000  ($1,890,000  in Canada and $221,000 in
the U.S.) during the prior  year's  second  quarter.  For the three months ended
March 31, 1998, the Company participated in the drilling of 25 wells in Alberta,
Canada, and Michigan and Louisiana as follows:

                       Productive   Productive
                       Oil Wells    Gas Wells     Dry Holes    Total Wells
                       ------------ -----------   -----------  ------------
                       Exp.    Dev. Exp.   Dev.   Exp.   Dev.  Exp.    Dev.
                       ----    ---- ----   ----   ----   ----  ----    ----
CANADA
- ------
              Gross    1.00    7.00   -    9.00     -   1.00   1.00   17.00
              Net      0.45    1.13   -    0.47     -   0.07   0.45    1.67

U.S.A.
- ------
              Gross     -      -      -      -    6.00  1.00   6.00    1.00
              Net       -      -      -      -    0.30  0.02   0.30    0.02


      "Net well"  refers to  Barnwell's  aggregate  participating  interest in a
given number of gross wells.  For example,  a 50% interest in a well  represents
one  gross  well,  but 0.50 net  well.  The  gross  figure  includes  Barnwell's
interest, as well as the portion owned by others.

      In Michigan, 2 gas wells and 3 oil wells were marginally successful out of
a cumulative  total of 13 wells,  and in North Dakota and  Louisiana the Company
participated  in the  drilling of a dry hole in each state during the six months
ended March 31, 1998. Because of the disappointing  results from these prospects
to date, the Company recognized a non-cash write-off of its entire investment in
its Michigan Basin Prospect totaling $1,500,000, a write-down of $470,000 of its
investment in North Dakota oil properties and a write-off of its entire $100,000
investment in its Louisiana gas property.

     During the six months ended March 31, 1998, the Company invested  $359,000,
including  $77,000 of interest  costs  capitalized,  towards the rezoning of the
North Kona, Hawaii property held by Kaupulehu Developments,  a 50.1% owned joint
venture. In April 1998, the Supreme Court of the State of Hawaii decided to hear
the appeal of the Third Circuit  Court's  decision  upholding the State Land Use
Commission's approval of Kaupulehu Developments' rezoning petition.

      The Company's  internally and externally  supported  computer  systems are
currently  being  modified to correct for the "Year  2000"  problem.  Management
believes that with these  modifications  to existing  software,  the "Year 2000"
problem  will  not  pose  significant  operational  problems  for the  Company's
computer  systems.  The Company does not expect  estimated costs associated with
these  modifications  to have a material  effect on its  financial  position  or
results of operations.

     On April 17, 1998,  the Company  agreed to  repurchase  5,100 shares of its
stock from a director and  shareholder of the Company at $16.625 per share,  the
market  price of the  Company's  stock on that  date.  The  number  of shares of
treasury stock and shares outstanding subsequent to this transaction amounted to
325,845 and 1,316,952, respectively.

RESULTS OF OPERATIONS
- ---------------------
Oil and Natural Gas
- -------------------

                            SELECTED OPERATING STATISTICS
                            -----------------------------

                                   Average Prices
                  --------------------------------------------------
                     Three months ended                Increase
                          March 31,                   (Decrease)
                  -------------------------       ------------------
                     1998           1997              $          %
                  ----------     ----------       --------    ------
Oil (Bbls)*           $14.47         $19.93       $(5.46)       (27%)
Liquids (Bbls)*       $13.21         $21.53       $(8.32)       (39%)
Gas (MCF)**           $ 1.29         $ 1.87       $(0.58)       (31%)

                      Six months ended                 Increase
                          March 31,                   (Decrease)
                  -------------------------       ------------------
                     1998           1997              $          %
                  ----------     ----------       --------    ------
Oil (Bbls)*           $15.89         $20.45       $(4.56)       (22%)
Liquids (Bbls)*       $14.31         $20.30       $(5.99)       (30%)
Gas (MCF)**           $ 1.39         $ 1.62       $(0.23)       (14%)

                                  Net Sales Volumes
                  --------------------------------------------------
                     Three months ended                Increase
                          March 31,                   (Decrease)
                  -------------------------       ------------------
                     1998           1997            Units        %
                  ----------     ----------       --------    ------      
Oil (Bbls)*           52,000         54,000       (2,000)       (4%)
Liquids (Bbls)*       17,000         17,000          -           -
Gas (MCF)**          852,000        904,000      (52,000)       (6%)

                      Six months ended                 Increase
                          March 31,                   (Decrease)
                  -------------------------       ------------------
                     1998           1997            Units        %
                  ----------     ----------       --------    ------  
Oil (Bbls)*          100,000        102,000        (2,000)      (2%)
Liquids (Bbls)*       35,000         34,000         1,000        3%
Gas (MCF)**        1,922,000      2,022,000      (100,000)      (5%)

 *Bbls = stock tank barrel equivalent to 42 U.S. gallons
**MCF = 1,000 cubic feet

      Oil and  natural gas  revenues  decreased  $1,290,000  (38%) for the three
months  ended March 31,  1998,  as  compared to the same period in 1997,  due to
price  decreases of 39%,  31% and 27% for natural gas  liquids,  natural gas and
oil, respectively.

      Oil and natural gas revenues decreased $1,400,000 (22%) for the six months
ended March 31,  1998,  as  compared  to the same  period in 1997,  due to price
decreases  of 30%,  22% and 14% for natural gas  liquids,  oil and natural  gas,
respectively.

Contract Drilling
- -----------------

      Contract  drilling  revenues  and costs are  associated  with  water  well
drilling and water pump  installation  in Hawaii.  Demand for well  drilling and
pump  installation  services is dependent  upon land  development  activities in
Hawaii, which has decreased  significantly from prior years' levels.  Demand for
water pump  replacement  and repair is  primarily  dependent  upon the timing of
water system renovations and replacements by water utilities and other entities.

      Contract  drilling  revenues  and  costs  increased  $250,000  (109%)  and
$389,000 (132%), respectively,  for the three months ended March 31, 1998 due to
increased well drilling activity and larger pump  installation  contracts in the
current period, as compared to the same period in 1997. Operating results before
depreciation  decreased  to a loss of $203,000  for the three months ended March
31,  1998,  as  compared to a loss of $64,000 for the same period in 1997 due to
lower contract margins.

      Contract drilling  revenues  decreased $80,000 (11%) and contract drilling
operating  expenses  increased $249,000 (36%) for the six months ended March 31,
1998,  as compared to the same period in 1997.  Accordingly,  operating  results
before  depreciation  decreased  to a loss of $282,000  for the six months ended
March 31,  1998,  as compared to an  operating  profit  before  depreciation  of
$47,000 for the same period in 1997.  Included in contract drilling revenues for
the six months ended March 31, 1997 is $230,000 of revenues  resulting  from the
receipt of payment in full on a well  drilling  contract  which was completed in
1994; the contract had been  discounted due to risks  associated with the length
of time  between  completion  of the  contract  and the  due  date of the  final
payment.  Operating income before depreciation  related to this item amounted to
$150,000 for the six months ended March 31, 1997.

      The decreases in operating  results before  depreciation for the three and
six months  ended March 31, 1998,  as compared to the same periods in 1997,  are
due to a decrease in demand for water well drilling in Hawaii, which has in turn
created  increased  competition for available  contracts.  Contract margins have
decreased significantly as a result of the increase in competition.  The Company
continues to pursue opportunities for well drilling work in the continental U.S.
and has made several proposals to third parties.

Gas Processing and Other
- ------------------------

      Gas processing and other income decreased $90,000 (14%) for the six months
ended March 31, 1998, as compared to the same period in 1997,  due to a decrease
in interest income as a result of lower average cash balances.

General and Administrative Expenses
- -----------------------------------

      General and administrative  expenses increased $214,000 (26%) and $175,000
(11%) for the three and six  months  ended  March  31,  1998,  respectively,  as
compared to the same periods in 1997, due primarily to costs  associated  with a
change in management of the Company's oil and natural gas segment.  In May 1998,
the  Company  hired  a new  executive  in  charge  of the oil  and  natural  gas
operations. 

Interest Expense
- ----------------

     Interest expense  increased  $24,000 (16%) for the three months ended March
31, 1998, as compared to the same period in 1997, due to higher average interest
rates and the fact that  effective  January 1, 1998,  the  Company  discontinued
capitalization  of interest costs related to the  development of natural gas and
oil  properties  in the Central  Basin in  Michigan  (see  write-down  of assets
below).

Write-down of Assets
- --------------------

      Under the full cost  method of  accounting,  the amount of oil and natural
gas properties'  capitalized  costs less  accumulated  depletion is subject to a
ceiling  test  limitation  that  requires  any excess over the present  value of
estimated  future  cash  flows  from  proved  reserves  to be  expensed.  Due to
disappointing  exploratory results from the Company's Michigan, North Dakota and
Louisiana  prospects,  capitalized oil and natural gas properties'  costs in the
United  States  exceeded the full cost ceiling test  limitation  as of March 31,
1998. Accordingly, the Company recorded a write-down of $2,070,000 for the three
months ended March 31, 1998.

       In addition, the Company wrote down $170,000 of land and land improvement
costs   related   to  a  contract   drilling   yard  and   $40,000   related  to
available-for-sale  securities  to adjust  these  assets for recent  declines in
market values.

PART II.    OTHER INFORMATION

Item 6. Exhibits and reports on Form 8-K

        None.

                                    SIGNATURE
                                    ---------

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

BARNWELL INDUSTRIES, INC.
- -------------------------
(Registrant)

/s/ Russell M. Gifford
- ----------------------------
Russell M. Gifford
Executive Vice President and 
Chief Financial Officer


Date:   May 14, 1998





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Barnwell Industries Inc.'s 1998 second quarter 10QSB and is
qualified in its entirety by reference to such 10QSB.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                            1430
<SECURITIES>                                         0
<RECEIVABLES>                                     1525
<ALLOWANCES>                                        86
<INVENTORY>                                         68
<CURRENT-ASSETS>                                  3972
<PP&E>                                           59699
<DEPRECIATION>                                   35301
<TOTAL-ASSETS>                                   30793
<CURRENT-LIABILITIES>                             4147
<BONDS>                                          11864
                                0
                                          0
<COMMON>                                           821
<OTHER-SE>                                        8099
<TOTAL-LIABILITY-AND-EQUITY>                     30793
<SALES>                                           5700
<TOTAL-REVENUES>                                  6260
<CGS>                                             2618
<TOTAL-COSTS>                                     2618
<OTHER-EXPENSES>                                  1412
<LOSS-PROVISION>                                    76
<INTEREST-EXPENSE>                                 327
<INCOME-PRETAX>                                 (2222)
<INCOME-TAX>                                       588
<INCOME-CONTINUING>                             (2810)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (2810)
<EPS-PRIMARY>                                   (2.13)
<EPS-DILUTED>                                   (2.13)
        

</TABLE>


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