BARNWELL INDUSTRIES INC
10QSB, 1998-08-14
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 June 30, 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 August 11, 1998 there were  1,316,952  shares of common  stock,  par value
$0.50, outstanding.

Transitional Small Business Disclosure Format   Yes         No  X
                                                    ---        ---
<PAGE>



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

                                      INDEX
                                      -----

PART I.  FINANCIAL INFORMATION:                                              

Item 1.  Financial Statements

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

         Consolidated  Statements of Operations and Retained  Earnings 
         three and nine months ended June 30, 1998 and 1997 (Unaudited) 

         Condensed Consolidated Statements of Cash Flows
         nine months ended June 30, 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                                      

<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                           <C>             <C>    
ASSETS                                                          June 30,     September 30,
- - ------                                                            1998            1997
                                                              ------------    -----------
CURRENT ASSETS:
   Cash                                                       $  1,850,000    $ 4,402,000
   Accounts receivable                                           1,593,000      2,065,000
   Other current assets                                            945,000        485,000
                                                              ------------    -----------
     TOTAL CURRENT ASSETS                                        4,388,000      6,952,000
                                                              ------------    -----------

INVESTMENT IN LAND                                               2,418,000      1,848,000
                                                              ------------    -----------

OTHER ASSETS                                                       215,000        491,000
                                                              ------------    -----------

NET PROPERTY AND EQUIPMENT                                      24,726,000     25,107,000
                                                              ------------    -----------


     TOTAL ASSETS                                             $ 31,747,000    $34,398,000
                                                              ============    ===========

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

CURRENT LIABILITIES:
   Accounts payable                                           $  2,418,000    $ 3,180,000
   Accrued expenses                                              1,786,000      1,213,000
   Other current liabilities                                     1,008,000        954,000
                                                              ------------    -----------
     TOTAL CURRENT LIABILITIES                                   5,212,000      5,347,000
                                                              ------------    -----------

LONG-TERM DEBT                                                  13,138,000     11,100,000
                                                              ------------    -----------

DEFERRED INCOME TAXES                                            5,997,000      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                                            11,441,000     15,171,000
   Foreign currency translation adjustments and other           (3,176,000)    (2,240,000)
   Treasury stock, at cost, 325,845 and 320,745 shares
     at June 30, 1998 and September 30, 1997, respectively      (4,789,000)    (4,705,000)
                                                              ------------    -----------
     TOTAL STOCKHOLDERS' EQUITY                                  7,400,000     12,150,000
                                                              ------------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 31,747,000    $34,398,000
                                                              ============    ===========
<FN>
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
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                           Three months ended          Nine months ended
                                                June 30,                    June 30,
                                       --------------------------  ------------------------  
                                           1998          1997         1998         1997
                                           ----          ----         ----         ----
<S>                                    <C>            <C>          <C>          <C>    
Revenues:
  Oil and natural gas                  $ 2,240,000    $ 2,420,000  $ 7,280,000  $ 8,860,000
  Contract drilling                        390,000        590,000    1,050,000    1,330,000
  Gas processing and other                 220,000        270,000      780,000      920,000
                                       -----------    -----------  -----------  -----------

                                         2,850,000      3,280,000    9,110,000   11,110,000
                                       -----------    -----------  -----------  -----------
Costs and expenses:
  Oil and natural gas operating            788,000        869,000    2,464,000    2,618,000
  Contract drilling operating              387,000        430,000    1,329,000    1,123,000
  General and administrative               730,000        797,000    2,575,000    2,467,000
  Depreciation, depletion and
    amortization                           646,000        629,000    2,058,000    2,077,000
  Interest expense                         185,000        150,000      512,000      478,000
  Write-down of assets                     700,000          -        2,980,000        -
                                       -----------    -----------  -----------  -----------

                                         3,436,000      2,875,000   11,918,000    8,763,000
                                       -----------    ----------- ------------  -----------

(Loss) earnings before income taxes       (586,000)       405,000   (2,808,000)   2,347,000

Provision for income taxes                 334,000        295,000      922,000    1,407,000
                                       -----------    -----------  -----------  -----------

NET (LOSS) EARNINGS                       (920,000)       110,000   (3,730,000)     940,000

Retained earnings -
  beginning of period                   12,361,000     14,951,000   15,171,000   14,121,000
                                       -----------    -----------  -----------  -----------

  Retained earnings - end of period    $11,441,000    $15,061,000  $11,441,000  $15,061,000
                                       ===========    ===========  ===========  ===========


BASIC AND DILUTED
  (LOSS) EARNINGS PER COMMON SHARE     $     (0.70)   $      0.08  $     (2.82) $      0.71
                                       ===========    ===========  ===========  ===========
<FN>


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

                               BARNWELL INDUSTRIES, INC.
                               -------------------------
                                   AND SUBSIDIARIES
                                   ----------------
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    -----------------------------------------------
                                   (Unaudited)
                                                                Nine months ended
                                                                     June 30,
                                                           --------------------------
                                                               1998           1997
                                                           -----------    -----------
<S>                                                        <C>            <C>    
Cash Flows from Operating Activities:
   Net (loss) earnings                                     $(3,730,000)   $   940,000
   Adjustments to reconcile net (loss) earnings to
    net cash provided by operating activities:
     Depreciation, depletion, and amortization               2,058,000      2,077,000
     Write-down of assets                                    2,980,000          -
     Deferred income taxes                                     633,000        394,000
                                                           -----------    -----------
                                                             1,941,000      3,411,000
     (Decrease) increase from changes
       in current assets and liabilities                      (475,000)     1,296,000
                                                           -----------    -----------

       Net cash provided by operating activities             1,466,000      4,707,000
                                                           -----------    -----------
Cash Flows from Investing Activities:
   Capital expenditures - oil and gas segment               (5,457,000)    (4,892,000)
   Additions to investment in land                            (570,000)      (491,000)
   Capital expenditures - contract drilling and other         (191,000)      (119,000)
   Decrease (increase) in long-term other assets                 6,000        (18,000)
   Proceeds from sale of oil and natural gas properties          -            981,000
                                                           -----------    -----------

      Net cash used in investing activities                 (6,212,000)    (4,539,000)
                                                           -----------    -----------

Cash Flows from Financing Activities:
   Long-term debt borrowings                                 2,338,000          -
   Purchases of common stock for treasury                      (84,000)         -
                                                           -----------    -----------

      Net cash provided by financing activities              2,254,000          -
                                                           -----------    -----------

Effect of exchange rate changes on cash                        (60,000)       (65,000)
                                                           -----------    -----------

Net (decrease) increase in cash                             (2,552,000)       103,000
Cash at beginning of period                                  4,402,000      3,553,000
                                                           -----------    -----------

Cash at end of period                                      $ 1,850,000    $ 3,656,000
                                                           ===========    ===========


Supplemental disclosures of cash flow information:

   Cash paid during the period for:
     Interest (net of amounts capitalized)                 $   354,000    $   439,000
                                                           ===========    ===========

     Income taxes                                          $   547,000    $ 1,047,000
                                                           ===========    ===========
<FN>

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


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

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

      The  Condensed  Consolidated  Balance  Sheet  as of  June  30,  1998,  the
Consolidated  Statements of Operations  and Retained  Earnings for the three and
nine  months  ended  June 30,  1998 and  1997,  and the  Condensed  Consolidated
Statements  of Cash Flows for the nine months  ended June 30, 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 June 30, 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 consolidated
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 June 30, 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 nine months ended
June 30, 1998 was 1,317,849 and 1,320,651,  respectively.  The  weighted-average
common shares  outstanding for the three and nine months ended June 30, 1997 was
1,322,052.
<PAGE>

      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 1,325,671 and 1,325,833 for the three and nine months ended June
30, 1997,  respectively.  Assumed conversion of common stock options is excluded
from the computation of diluted EPS for the three and nine months ended June 30,
1998  because  its  effect  would be  antidilutive.  Assumed  conversion  of the
Company's 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.

      Reconciliations  between the numerators and  denominators of the basic and
diluted EPS  computations  for the three and nine months ended June 30, 1997 are
as follows:

                                      Three months ended June 30, 1997
                                    -------------------------------------
                                    Net Earnings     Shares     Per-Share
                                     (Numerator)  (Denominator)   Amount
                                    ------------  ------------  ---------
Basic earnings per share            $    110,000     1,322,052  $    0.08

Effect of dilutive
 securities - common stock options         -             3,619        -
                                    ------------  ------------  ---------

Diluted earnings per share          $    110,000     1,325,671  $    0.08
                                    ============  ============  =========


                                       Nine months ended June 30, 1997
                                    -------------------------------------
                                    Net Earnings     Shares     Per-Share
                                     (Numerator)  (Denominator)   Amount
                                    ------------  ------------  ---------
Basic earnings per share            $    940,000     1,322,052  $    0.71

Effect of dilutive
 securities - common stock options         -             3,781        -
                                    ------------  ------------  ---------

Diluted earnings per share          $    940,000     1,325,833  $    0.71
                                    ============  ============  =========


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

      The  components  of the  provision for income taxes for the three and nine
months ended June 30, 1998 and 1997 are as follows:

                         Three months ended             Nine months ended
                              June 30,                       June 30,
                     --------------------------      ------------------------
                        1998            1997            1998          1997
                     ----------      ----------      ----------    ----------
Current - U.S.       $     -         $     -         $     -       $     -
Current - Foreign       (34,000)        217,000         289,000     1,013,000
                     ----------      ----------      ----------    ----------
Total - Current         (34,000)        217,000         289,000     1,013,000
                     ----------      ----------      ----------    ----------

Deferred - U.S.          25,000         (15,000)         75,000       (40,000)
Deferred - Foreign      343,000          93,000         558,000       434,000
                     ----------      ----------      ----------    ----------
Total - Deferred        368,000          78,000         633,000       394,000
                     ----------      ----------      ----------    ----------
                     $  334,000      $  295,000      $  922,000    $1,407,000
                     ==========      ==========      ==========    ==========

<PAGE>


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.

<PAGE>


     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative instruments and hedging activities and requires that an
entity  recognize  all  derivatives  as  either  assets  or  liabilities  in the
statement of financial position and measure those instruments at fair value. The
provisions of SFAS No. 133 are effective for all fiscal quarters of fiscal years
beginning  after  June 15,  1999.  The  Company  currently  holds no  derivative
instruments, nor is it currently participating in hedging activities.

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
$1,470,000  for the nine  months  ended June 30,  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  nine month period
significantly  decreased oil and natural gas revenues, and the contract drilling
segment incurred an operating loss before depreciation in the current nine 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  fluctuations  in the  timing  of
receivable  collections  and payments of accrued  expenses and amounts due joint
interest owners.

      At June 30, 1998,  the Company had  $1,850,000  of cash and  approximately
$1,400,000 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  $12,900,000 U.S.  dollars.  During the nine months ended June 30,
1998, the Company  borrowed  $2,338,000 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  cash flows from  operations  and  available  credit under the
Canadian bank facility.

<PAGE>

      During the nine months ended June 30, 1998,  the Company  invested a total
of  $5,457,000  in oil and natural  gas  properties,  as compared to  $4,892,000
during the prior year  period.  For the nine  months  ended June 30,  1998,  the
Company  participated  in the  drilling  of 50 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    -   15.00     -    4.00   2.00  39.00
       Net      0.63   3.51    -    1.00     -    0.48   0.63   4.99

U.S.A.
- - ------
       Gross      -      -     -      -    8.00   1.00   8.00   1.00
       Net        -      -     -      -    0.98   0.02   0.98   0.02

      During  the  three  months  ended  June 30,  1998,  the  Company  invested
$2,065,000 in oil and natural gas properties,  as compared to $1,239,000  during
the prior year's third  quarter.  For the three months ended June 30, 1998,  the
Company  participated in the drilling of 3 wells in Alberta,  Canada, and 1 well
in North Dakota as follows:

                 Productive    Productive
                 Oil Wells     Gas Wells    Dry Holes     Total Wells
                -----------   -----------  ------------  -------------    
                Exp.   Dev.   Exp.  Dev.   Exp.    Dev.  Exp.   Dev.
                ----  -----   ---- ------  ----   -----  ----- -------    
CANADA
- - ------
       Gross      -      -      -   1.00     -    2.00     -    3.00
       Net        -      -      -   0.09     -    0.28     -    0.37

U.S.A.
- - ------
       Gross      -      -      -     -    1.00     -    1.00     -
       Net        -      -      -     -    0.35     -    0.35     -

      "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 June 1998, the Company filed a Project District  Application and Special
Management Area Use Permit Petition with the County of Hawaii requesting changes
in zoning and use of its leasehold land near the Four Seasons Resort Hualalai at
Historic  Kaupulehu,  Hawaii,  to  allow  residential,   resort  and  commercial
development. The Company invested $570,000, including $122,000 of interest costs
capitalized,  towards the rezoning of its leasehold  land during the nine months
ended June 30, 1998.  The Company  also  invested  $69,000 in contract  drilling
assets and $122,000 in other assets during the nine months ended June 30, 1998.

     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, results
of operations or liquidity.

<PAGE>


      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 Gas
- - -----------

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

                                    Average Prices
                   ------------------------------------------------
                      Three months ended              Increase
                           June 30,                  (Decrease)
                   ------------------------      ------------------
                      1998           1997            $           %
                   ---------      ---------      -------       ----
Oil (Bbls)*        $   11.20      $   18.13      $(6.93)       (38%)
Liquids (Bbls)*    $    9.60      $   16.38      $(6.78)       (41%)
Gas (MCF)**        $    1.27      $    1.39      $(0.12)        (9%)

                      Nine months ended              Increase
                          June 30,                  (Decrease)
                   ------------------------      ------------------
                      1998           1997            $           %
                   ---------      ---------      -------       ----
Oil (Bbls)*        $   14.19      $   20.17      $(5.98)       (30%)
Liquids (Bbls)*    $   12.79      $   19.04      $(6.25)       (33%)
Gas (MCF)**        $    1.35      $    1.54      $(0.19)       (12%)

                                  Net Sales Volumes
                   ------------------------------------------------
                     Three months ended              Increase
                          June 30,                  (Decrease)
                   ------------------------      ------------------
                      1998           1997           Units        %
                   ---------      ---------      --------      ----
Oil (Bbls)*           56,000         49,000         7,000       14%
Liquids (Bbls)*       14,000         14,000           -          -
Gas (MCF)**          885,000        874,000        11,000        1%

                      Nine months ended              Increase
                          June 30,                  (Decrease)
                   ------------------------      ------------------
                     1998           1997           Units         %
                   ---------      ---------      --------      ----
Oil (Bbls)*          156,000        147,000         9,000        6%
Liquids (Bbls)*       50,000         46,000         4,000        9%
Gas (MCF)**        2,810,000      2,844,000       (34,000)      (1%)

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

      Oil and natural gas revenues  decreased $180,000 (7%) for the three months
ended  June 30,  1998,  as  compared  to the same  period in 1997,  due to price
decreases  of 38%, 9% and 41% for oil,  natural  gas and  natural  gas  liquids,
respectively, partially offset by a 14% increase in oil volumes.

      Oil and  natural  gas  revenues  decreased  $1,580,000  (18%) for the nine
months ended June 30, 1998, as compared to the same period in 1997, due to price
decreases  of 30%,  12% and 33% for oil,  natural gas and  natural gas  liquids,
respectively,  partially  offset by 6% and 9%  increases  in oil and natural gas
liquids volumes, respectively.

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

      Contract  drilling  revenues  and costs are  associated  with  water  well
drilling and water pump installation,  replacement and repair in Hawaii.  Demand
for  well  drilling  and pump  installation  services  is  dependent  upon  land
development  activity 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.

      For the three months ended June 30, 1998,  contract  drilling revenues and
operating expenses decreased $200,000 (34%) and $43,000 (10%), respectively,  as
compared  to the  same  period  in  the  prior  year.  Operating  profit  before
depreciation  amounted to $3,000 for the three months  ended June 30,  1998,  as
compared to an operating  profit  before  depreciation  of $160,000 for the same
period in the prior year.

      For the nine  months  ended  June 30,  1998,  contract  drilling  revenues
decreased  $280,000 (21%) and contract  drilling  operating  expenses  increased
$206,000  (18%),  as compared  to the same  period in the prior year.  Operating
results before depreciation  decreased to a loss of $279,000,  as compared to an
operating profit before depreciation of $207,000 in the same period in the prior
year.

      The decreases in operating  results before  depreciation for the three and
nine months  ended June 30, 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 $50,000 (19%) and $140,000 (15%)
for the three and nine months ended June 30, 1998, respectively,  as compared to
the same period in 1997,  due to a decrease  in  interest  income as a result of
lower average cash balances.

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

      Interest expense  increased  $35,000 (23%) for the three months ended June
30,  1998,  as compared to the same period in 1997,  due to higher  average loan
balances  and  interest  rates,  and the  fact  that  the  Company  discontinued
capitalization  of interest costs related to the  development of natural gas and
oil properties in the Central Basin in Michigan  effective  January 1, 1998 (see
write-down of assets below).


<PAGE>


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  in the
quarter  ended  March 31,  1998.  Due to  further  declines  in oil  prices  and
disappointing seismic and drilling results in North Dakota, the Company recorded
an  additional  write-down  of $660,000  during the three  months ended June 30,
1998.

      The Company also 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 in the
quarter ended March 31, 1998.  During the three months ended June 30, 1998,  the
Company  recognized an additional  write-down of $40,000 due to further declines
in the market value of available-for-sale securities.


<PAGE>
                                           

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:   August 13, 1998


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Barnwell Industries Inc.'s third quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                            1850
<SECURITIES>                                         0
<RECEIVABLES>                                     1679
<ALLOWANCES>                                        86
<INVENTORY>                                         64
<CURRENT-ASSETS>                                  4388
<PP&E>                                           60071
<DEPRECIATION>                                   35345
<TOTAL-ASSETS>                                   31747
<CURRENT-LIABILITIES>                             5212
<BONDS>                                          13138
                                0
                                          0
<COMMON>                                           821
<OTHER-SE>                                        6579
<TOTAL-LIABILITY-AND-EQUITY>                     31747
<SALES>                                           8330
<TOTAL-REVENUES>                                  9110
<CGS>                                             3793
<TOTAL-COSTS>                                     3793
<OTHER-EXPENSES>                                  2058
<LOSS-PROVISION>                                    76
<INTEREST-EXPENSE>                                 512
<INCOME-PRETAX>                                 (2808)
<INCOME-TAX>                                       922
<INCOME-CONTINUING>                             (3730)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (3730)
<EPS-PRIMARY>                                   (2.82)
<EPS-DILUTED>                                   (2.82)
        

</TABLE>


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