BARNWELL INDUSTRIES INC
10QSB, 1999-02-12
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 December 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 February 5, 1999 there were  1,316,952  shares of common stock,  par value
$0.50, outstanding.

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

                                       1
<PAGE>


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

                                      INDEX
                                      -----

PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

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

         Consolidated Statements of Operations
         three months ended December 31, 1998 and 1997 (Unaudited)            

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

         Consolidated Statements of Stockholders' Equity
         three months ended December 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                                    


                                       2
<PAGE>


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

ASSETS
- ------
                                                  DECEMBER 31,    September 30,
                                                     1998             1998
                                                 -------------    -------------
CURRENT ASSETS:
  Cash and cash equivalents                       $  1,669,000     $  2,178,000
  Accounts receivable, net                           1,914,000        1,593,000
  Other current assets                                 727,000          855,000
                                                  ------------     ------------
    TOTAL CURRENT ASSETS                             4,310,000        4,626,000
                                                  ------------     ------------

INVESTMENT IN LAND                                   2,881,000        2,710,000
                                                  ------------     ------------

OTHER ASSETS                                           212,000          213,000
                                                  ------------     ------------

NET PROPERTY AND EQUIPMENT                          23,598,000       24,112,000
                                                  ------------     ------------

    TOTAL ASSETS                                  $ 31,001,000     $ 31,661,000
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                $  2,027,000     $  2,836,000
  Accrued expenses                                   1,788,000        1,963,000
  Other current liabilities                          1,089,000          851,000
                                                  ------------     ------------
    TOTAL CURRENT LIABILITIES                        4,904,000        5,650,000
                                                  ------------     ------------

LONG-TERM DEBT                                      13,676,000       13,630,000
                                                  ------------     ------------

DEFERRED INCOME TAXES                                5,643,000        5,637,000
                                                  ------------     ------------

STOCKHOLDERS' EQUITY:
  Common stock, par value $.50 a 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                                 11,331,000       11,281,000
  Accumulated other comprehensive loss              (3,688,000)      (3,672,000)
  Treasury stock, at cost, 325,845 shares           (4,789,000)      (4,789,000)
                                                  ------------     ------------
    TOTAL STOCKHOLDERS' EQUITY                       6,778,000        6,744,000
                                                  ------------     ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 31,001,000     $ 31,661,000
                                                  ============     ============




Note A: The condensed  consolidated balance sheet at September 30, 1998 has been
derived from the audited financial statements at that date.

            See Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>


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

                               

                                                        Three months ended     
                                                            December 31,
                                                 -----------------------------
                                                     1998             1997
                                                 -----------      ------------
Revenues:                                             
  Oil and natural gas                            $ 2,350,000      $  2,930,000
  Contract drilling                                  750,000           180,000
  Gas processing and other                           200,000           260,000
                                                 -----------      ------------

                                                   3,300,000         3,370,000
                                                 -----------      ------------

Costs and expenses:
  Oil and natural gas operating                      817,000           808,000
  Contract drilling operating                        576,000           259,000
  General and administrative                         764,000           792,000
  Depreciation, depletion and amortization           694,000           796,000
  Interest expense                                   206,000           157,000
                                                 -----------       -----------

                                                   3,057,000         2,812,000
                                                 -----------       -----------

Earnings before income taxes                         243,000           558,000

Income tax provision                                 193,000           438,000
                                                 -----------       -----------

NET EARNINGS                                     $    50,000       $   120,000
                                                 ===========       ===========


BASIC AND DILUTED EARNINGS PER COMMON SHARE            $0.04             $0.09
                                                       =====             =====










            See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                                                                Three months ended                                    
                                                                   December 31,
                                                           --------------------------
                                                              1998            1997
                                                           -----------    -----------
<S>                                                        <C>            <C>    
Cash Flows from Operating Activities:
  Net earnings                                             $    50,000    $   120,000
  Adjustments to reconcile net earnings to net
   cash used in operating activities:
    Depreciation, depletion, and amortization                  694,000        796,000
    Deferred income taxes                                       15,000        141,000
                                                           -----------    -----------
                                                               759,000      1,057,000
    Decrease from changes
      in current assets and liabilities                       (931,000)    (1,287,000)
                                                           -----------    -----------

        Net cash used in operating activities                 (172,000)      (230,000)
                                                           -----------    -----------

Cash Flows from Investing Activities:
  Capital expenditures - oil and natural gas                  (211,000)    (1,574,000)
  Additions to investment in land                             (171,000)      (159,000)
  Capital expenditures - contract drilling and other           (24,000)      (137,000)
  Proceeds from sale of oil and natural gas properties          18,000          -    
  Decrease in other assets                                       1,000          5,000
                                                           -----------    -----------

        Net cash used in investing activities                 (387,000)    (1,865,000)
                                                           -----------    -----------

Cash Flows from Financing Activities:
  Long-term debt borrowings                                    150,000          -    
  Repayments of long-term debt                                (100,000)         -
                                                           -----------    -----------

        Net cash provided by financing activities               50,000          -
                                                           -----------    -----------
Effect of exchange rate changes
  on cash and cash equivalents                                   -            (37,000)
                                                           -----------    -----------

Net decrease in cash and cash equivalents                     (509,000)    (2,132,000)
Cash and cash equivalents at beginning of period             2,178,000      4,402,000
                                                           -----------    -----------

Cash and cash equivalents at end of period                 $ 1,669,000    $ 2,270,000
                                                           ===========    ===========




Supplemental disclosures of cash flow information:

  Cash paid during the period for:
    Interest (net of amounts capitalized)                  $   195,000    $   107,000
                                                           ===========    ===========

    Income taxes                                           $    52,000    $   229,000
                                                           ===========    ===========
<FN>





            See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>



                                            BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                           (Unaudited)

                                                                                   Accumulated
                                          Additional  Comprehensive                   Other                         Total
                                 Common     Paid-In       Income       Retained    Comprehensive    Treasury    Stockholders'
                                  Stock     Capital       (Loss)       Earnings        Loss          Stock         Equity
                                --------   ----------  ------------  -----------   ------------  ------------   ------------
<S>                             <C>        <C>           <C>         <C>           <C>           <C>            <C>        
At September 30, 1997           $821,000   $3,103,000                $15,171,000   $ (2,240,000) $ (4,705,000)  $ 12,150,000

Comprehensive loss:
  Net earnings                                           $ 120,000       120,000                                     120,000  
                                                         ---------
  Other comprehensive loss:
    Foreign currency
      translation adjustments                             (376,000)
    Unrealized holding
      gain on securities                                     2,000
                                                         ---------
  Other comprehensive loss                                (374,000)                    (374,000)                    (374,000)
                                                         ---------
Total comprehensive loss                                 $(254,000)                                             
                                --------   ----------    =========   -----------   ------------  ------------   ------------

At December 31, 1997            $821,000   $3,103,000                $15,291,000   $ (2,614,000) $ (4,705,000)  $ 11,896,000
                                ========   ==========                ===========   ============  ============   ============


At September 30, 1998           $821,000   $3,103,000                $11,281,000   $ (3,672,000) $ (4,789,000)  $  6,744,000

Comprehensive income:
  Net earnings                                           $  50,000        50,000                                      50,000  
  Other comprehensive loss -
    Foreign currency
      translation adjustments                              (16,000)                     (16,000)                     (16,000)
                                                         ---------
Total comprehensive income                               $  34,000                                              
                                --------   ----------    =========   -----------   ------------  ------------   ------------

At December 31, 1998            $821,000   $3,103,000                $11,331,000   $ (3,688,000) $ (4,789,000)  $  6,778,000
                                ========   ==========                ===========   ============  ============   ============
<FN>


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

                                       6
<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 December 31, 1998, and the
Consolidated Statements of Operations,  the Condensed Consolidated Statements of
Cash Flows,  and the  Consolidated  Statements of  Stockholders'  Equity for the
three  months ended  December  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 changes in cash
flows at December  31, 1998 and for all periods  presented  have been made.  The
Condensed  Consolidated  Balance Sheet as of September 30, 1998 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, 1998 annual
report to stockholders.  The results of operations for the period ended December
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.    EARNINGS PER COMMON SHARE
      -------------------------

      Basic  earnings  per share  ("EPS")  excludes  dilution and is computed by
dividing  net  earnings  by  the   weighted-average   number  of  common  shares
outstanding  for the  period.  The  weighted-average  number  of  common  shares
outstanding  for three months ended December 31, 1998 and 1997 was 1,316,952 and
1,322,052, respectively.

      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  for the three months ended December 31, 1998 and 1997 was 1,316,952
and 1,325,504, respectively.

      Assumed   conversion  of  common  stock  options  was  excluded  from  the
computation  of diluted EPS for the three months ended December 31, 1998 because
its effect would be  antidilutive.  As of December 31, 1998,  options to acquire
55,000 shares of the Company's common stock were outstanding.

                                       7
<PAGE>



      A reconciliation  between the numerators and denominators of the basic and
diluted EPS  computations  for the three  months  ended  December 31, 1997 is as
follows:

                                     Three months ended December 31, 1997
                                    ---------------------------------------
                                    Net Earnings      Shares      Per-Share
                                     (Numerator)   (Denominator)    Amount
                                    ------------   ------------   --------- 

Basic earnings per share            $    120,000      1,322,052       $0.09

Effect of dilutive
 securities - common stock options         -              3,452         -
                                    ------------   ------------   ---------

Diluted earnings per share          $    120,000      1,325,504       $0.09
                                    ============   ============   =========


      Assumed  conversion  of the  convertible  debentures to 95,000 and 100,000
shares of common stock was excluded from the  computation of diluted EPS for the
three months ended December 31, 1998 and 1997, respectively,  because its effect
would be antidilutive.

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

      The  components  of the income tax  provision  for the three  months ended
December 31, 1998 and 1997 are as follows:

                                          Three months ended
                                             December 31,
                                     ---------------------------
                                        1998             1997
                                     ----------       ----------
             Current - U.S.          $     -          $     -   
             Current - Foreign          178,000          297,000
                                     ----------       ----------
             Total - Current            178,000          297,000
                                     ----------       ----------

             Deferred - U.S.             15,000           25,000
             Deferred - Foreign           -              116,000
                                     ----------       ----------
             Total - Deferred            15,000          141,000
                                     ----------       ----------
                                     $  193,000       $  438,000
                                     ==========       ==========

                                       8
<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 adopted the provisions of
SFAS No. 130 in the first quarter of fiscal 1999.

      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.  SFAS No. 131 need not be applied to interim  financial  statements in
the initial year of its  application.  The Company will adopt the  provisions of
SFAS No. 131 in its fiscal 1999 consolidated  financial  statements.  Management
does not expect  adoption  of SFAS No.  131 will have a  material  effect on the
Company's reported financial information.

      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 fiscal
years  beginning  after December 15, 1997. The Company will adopt the provisions
of SFAS No. 132 in its fiscal 1999 consolidated financial statements. Management
does not expect  adoption  of SFAS No.  132 will have a  material  effect on the
Company's reported financial information.

      In March 1998,  the American  Institute of  Certified  Public  Accountants
("AICPA")  Accounting Standards Executive Committee issued Statement of Position
("SOP")  98-1,  "Accounting  for the Costs of  Computer  Software  Developed  or
Obtained for Internal Use," which requires that certain costs, including certain
payroll  and  payroll-related  costs,  be  capitalized  and  amortized  over the
estimated useful life of the software.  The provisions of SOP 98-1 are effective
for fiscal years  beginning  after  December 31, 1998.  The Company  adopted the
provisions of SOP 98-1 in the first quarter of fiscal 1999.  The adoption of SOP
98-1  did not have a  material  effect  on the  Company's  financial  condition,
results of operations or liquidity.

                                       9
<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 has not determined when it will adopt
SFAS No. 133. 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 used by operations decreased $58,000 for the three months ended
December  31,  1998,  as  compared  to the same  period in the prior  year,  due
primarily  to a $395,000  increase in cash flows  attributable  to the timing of
receivable collections and payables  disbursements.  This decrease in cash flows
used by  operations  was  partially  offset by a decrease  in  operating  profit
generated by the Company's oil and natural gas segment.

      At  December  31,  1998,  the  Company  had  $1,669,000  in cash  and cash
equivalents,  and  approximately  $700,000 of available  credit under its credit
facility with a Canadian  bank and  approximately  $500,000 of available  credit
under Kaupulehu Developments' (a 50.1% owned joint venture) land rezoning credit
facility with a Hawaii bank.

      During the quarter ended December 31, 1998, the Company invested  $211,000
in oil and natural gas  properties  (all in Canada),  as compared to  $1,574,000
($1,333,000  in Canada and  $241,000 in the U.S.)  during the prior year's first
quarter.  Capital  expenditures  have decreased due to the completion of several
development  projects in fiscal 1998, no capital expenditures in the U.S. in the
current  period,  and a reduction of the  Company's  oil and natural gas capital
expenditures  budget  for  fiscal  1999,  as  compared  to the level of  capital
expenditures for fiscal 1998, due to the decline in oil prices.

                                       10
<PAGE>


      The Company  participated in the drilling of 4 successful  wells, one with
two producing zones, in Alberta,  Canada, during the three months ended December
31, 1998 as follows:

            Productive        Productive            
             Oil Wells         Gas Wells         Dry Holes        Total Wells
           -------------     -------------     -------------     -------------
           Exp.     Dev.     Exp.     Dev.     Exp.     Dev.     Exp.     Dev.
           ----     ----     ----     ----     ----     ----     ----     ----
Gross       -        -       1.00     3.00      -        -       1.00     3.00
Net         -        -       0.10     0.28      -        -       0.10     0.28


      The Company also invested $171,000  (including interest costs capitalized)
towards the  rezoning  of the North  Kona,  Hawaii  property  held by  Kaupulehu
Developments, a 50.1% owned joint venture.

      The Company's  computer systems are in the process of being upgraded.  The
Company  expects  to  complete  its  information  systems  upgrades,  which  are
represented  to be Year 2000 compliant by respective  vendors,  by the summer of
1999. The Company  estimates that the total combined  internal and external cost
of upgrading  information  systems  specifically  for Year 2000 compliance to be
less than $30,000,  and expects to fund these costs by utilizing cash flows from
operations.  Analysis of embedded technology issues,  including, but not limited
to, such items as  microprocessors  in petroleum  and water pump  controls,  and
potential  impacts  relating  to third  parties  with  which the  Company  has a
material  relationship  is ongoing and to date has not brought to light evidence
of potential negative impacts.  Expenditures  related to Year 2000 compliance in
the three months ended December 31, 1998 and 1997 were not  significant and were
expensed as incurred.

      No amount of preparation  and testing can guarantee Year 2000  compliance.
Accordingly,  the Company is developing  contingency  plans to overcome the most
reasonably  likely  worst case  scenarios  which may result from  failure by the
Company or third  parties to complete  their Year 2000  initiatives  on a timely
basis.  The Company  expects to complete its  contingency  plans by September of
1999. Such contingency  plans may include using alternative  processes,  such as
manual  procedures or work-around  applications to substitute for  non-compliant
systems; arranging for alternate marketers, operators, and suppliers and service
providers;  and  developing  procedures  internally  and in  collaboration  with
significant third parties to address  compliance issues as they arise.  There is
particular  difficulty  in the  assessment  of Year  2000  compliance  of  third
parties.  Accordingly, the Company considers the potential disruptions caused by
such parties to present the most reasonably likely worst case scenarios. Adverse
effects on the Company  could  include  business  disruption,  increased  costs,
delays of sales and other similar ramifications.

      The costs to  address  Year 2000  issues,  the dates on which the  Company
believes  that it will  complete  activities  to  address  such  issues  and the
Company's evaluation of third-party effects are estimates and subject to change.
Actual results could differ from those currently anticipated. Factors that could
cause such differences  include, but are not limited to, the availability of key
Year 2000  project  personnel,  the  ability  of  systems  vendors to meet their
represented  specifications and timetables,  the Company's ability to respond to
unforeseen Year 2000 complications, the readiness of third parties, the accuracy
of  third  party   assurances   regarding  Year  2000   compliance  and  similar
uncertainties.

                                       11
<PAGE>


RESULTS OF OPERATIONS
- ---------------------

Oil and Natural Gas
- -------------------

                                 SELECTED OPERATING STATISTICS
                         -----------------------------------------------      
                                    Average Price Per Unit
                         -----------------------------------------------
                          Three months ended               Increase
                             December 31,                 (Decrease)
                         ---------------------        ------------------
                          1998           1997            $           %
                         ------         ------        ------       -----
Liquids (Bbls)*          $ 8.44         $15.38        $(6.94)      (45%)
Oil (Bbls)*              $12.15         $17.36        $(5.21)      (30%)
Natural gas (MCF)**      $ 1.42         $ 1.48        $(0.06)       (4%)



                                         Net Production
                         -----------------------------------------------
                           Three months ended              Increase           
                              December 31,                (Decrease)
                         ----------------------       ------------------
                          1998           1997          Units         %
                         -------        -------       ------       -----
Liquids (Bbls)*           18,000         18,000           -          -
Oil (Bbls)*               57,000         48,000         9,000       19%
Natural gas (MCF)**      890,000        973,000       (83,000)      (9%)

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

     Oil and natural gas revenues  decreased $580,000 (20%) for the three months
ended December 31, 1998, as compared to the same period in 1997, due to 45%, 30%
and  4%  decreases  in  natural  gas  liquids,   oil  and  natural  gas  prices,
respectively.  In  addition  to these price  decreases,  natural gas  production
declined 9% owing to production declines at Dunvegan and other properties and to
certain gas gathering  system  workovers at Dunvegan,  the  Company's  principal
natural gas property,  which have since been  completed.  These  decreases  were
partially  offset by a 19% increase in oil production from new wells.  

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

      Contract  drilling  revenues  and  costs  increased  $570,000  (317%)  and
$317,000 (122%), respectively,  for the three months ended December 31, 1998, as
compared  to the same  period  in 1997,  as two  drilling  rigs  were  operating
concurrently  during the current quarter, as compared to none in the same period
in 1997.  Accordingly,  operating  results before  depreciation  increased to an
operating  profit of $174,000 for the three months ended  December 31, 1998,  as
compared to an operating loss before depreciation of $79,000 for the same period
in 1997.

                                       12
<PAGE>

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

      Gas  processing  and other income  decreased  $60,000  (23%) for the three
months  ended  December  31,  1998,  as  compared  to the same  period  in 1997,
primarily due to a decrease in interest income as a result of lower average cash
balances.

Depreciation, Depletion and Amortization
- ----------------------------------------

      Depreciation,  depletion and amortization decreased $102,000 (13%) for the
three  months ended  December 31, 1998,  as compared to the same period in 1997,
due to both lower  natural gas  production  and the fact that  depletion  in the
prior year period  included  approximately  $40,000 of depletion of U.S. oil and
natural  gas  properties;  there was no  depletion  of U.S.  oil and natural gas
properties in the current year period as the Company  wrote off its  investments
in U.S. oil and natural gas properties at September 30, 1998.

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

      Interest  expense  increased  $49,000  (31%)  for the three  months  ended
December 31, 1998, as compared to the same period in 1997, due to an increase in
average loan balances during the current quarter.

                                       13
<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, Chief Financial Officer

                             Date: February 12, 1999


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Barnwell Industries Inc.'s 1999 first quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               DEC-31-1998
<CASH>                                            1669
<SECURITIES>                                         0
<RECEIVABLES>                                     2000
<ALLOWANCES>                                        86
<INVENTORY>                                         92
<CURRENT-ASSETS>                                  4310
<PP&E>                                           56358
<DEPRECIATION>                                   32760
<TOTAL-ASSETS>                                   31001
<CURRENT-LIABILITIES>                             4904
<BONDS>                                          14076
                                0
                                          0
<COMMON>                                           821
<OTHER-SE>                                        5957
<TOTAL-LIABILITY-AND-EQUITY>                     31001
<SALES>                                           3100
<TOTAL-REVENUES>                                  3300
<CGS>                                             1393
<TOTAL-COSTS>                                     1393
<OTHER-EXPENSES>                                   694
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 206
<INCOME-PRETAX>                                    243
<INCOME-TAX>                                       193
<INCOME-CONTINUING>                                 50
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        50
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>


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