BARNWELL INDUSTRIES INC
10QSB, 1999-05-17
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, 1999

            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 14, 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 -
         March 31, 1999 and September 30, 1998 (Unaudited)                      

         Consolidated Statements of Operations -
         three and six months ended March 31, 1999 and 1998 (Unaudited)         

         Condensed Consolidated Statements of Cash Flows -
         six months ended March 31, 1999 and 1998 (Unaudited)                   

         Consolidated Statements of Stockholders' Equity
         and Comprehensive Income (Loss) -
         three months ended March 31, 1999 and 1998 (Unaudited)                 

         Consolidated Statements of Stockholders' Equity
         and Comprehensive Income (Loss) -
         six months ended March 31, 1999 and 1998 (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
                      -------------------------------------

ASSETS                                              March 31,
- ------                                                1999         September 30,
                                                   (Unaudited)         1998 
                                                   -----------      -----------
CURRENT ASSETS:
   Cash and cash equivalents                       $ 1,795,000      $ 2,178,000
   Accounts receivable, net                          1,932,000        1,593,000
   Other current assets                                752,000          855,000
                                                   -----------      -----------
     TOTAL CURRENT ASSETS                            4,479,000        4,626,000
                                                   -----------      -----------

INVESTMENT IN LAND                                   3,126,000        2,710,000
                                                   -----------      -----------

OTHER ASSETS                                           210,000          213,000
                                                   -----------      -----------

NET PROPERTY AND EQUIPMENT                          23,720,000       24,112,000
                                                   -----------      -----------

     TOTAL ASSETS                                  $31,535,000      $31,661,000
                                                   ===========      ===========

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

CURRENT LIABILITIES:
   Accounts payable                                $ 2,016,000      $ 2,836,000
   Accrued expenses                                  1,515,000        1,963,000
   Other current liabilities                         1,165,000          851,000
                                                   -----------      -----------
     TOTAL CURRENT LIABILITIES                       4,696,000        5,650,000
                                                   -----------      -----------

LONG-TERM DEBT                                      14,011,000       13,630,000
                                                   -----------      -----------

DEFERRED INCOME TAXES                                5,819,000        5,637,000
                                                   -----------      -----------

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                                11,361,000       11,281,000
   Accumulated other comprehensive loss             (3,487,000)      (3,672,000)
   Treasury stock, at cost, 325,845 shares          (4,789,000)      (4,789,000)
                                                   -----------      -----------
     TOTAL STOCKHOLDERS' EQUITY                      7,009,000        6,744,000
                                                   -----------      -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $31,535,000      $31,661,000
                                                   ===========      ===========

                  See Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

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

                                        Three months ended            Six months ended
                                             March 31,                    March 31, 
                                     --------------------------   -------------------------                                 
                                         1999          1998           1999         1998
                                     -----------    -----------   -----------   -----------
Revenues:
<S>                                  <C>            <C>           <C>           <C>        
  Oil and natural gas                $ 2,070,000    $ 2,110,000   $ 4,420,000   $ 5,040,000
  Contract drilling                      580,000        480,000     1,330,000       660,000
  Gas processing and other               190,000        300,000       390,000       560,000
                                     -----------    -----------   -----------   -----------

                                       2,840,000      2,890,000     6,140,000     6,260,000
                                     -----------    -----------   -----------   -----------
Costs and expenses:
  Oil and natural gas operating          688,000        868,000     1,505,000     1,676,000
  Contract drilling operating            479,000        683,000     1,055,000       942,000
  General and administrative             662,000      1,053,000     1,426,000     1,845,000
  Depreciation, depletion and
    amortization                         623,000        616,000     1,317,000     1,412,000
  Interest expense                       193,000        170,000       399,000       327,000
  Write-down of assets                     -          2,280,000         -         2,280,000
                                     -----------    -----------   -----------   -----------

                                       2,645,000      5,670,000     5,702,000     8,482,000
                                     -----------    -----------   -----------   -----------

Earnings (loss)
  before income taxes                    195,000     (2,780,000)      438,000    (2,222,000)

Income tax provision                     165,000        150,000       358,000       588,000
                                     -----------    -----------   -----------   -----------

NET EARNINGS (LOSS)                  $    30,000    $(2,930,000)  $    80,000   $(2,810,000)
                                     ===========    ===========   ===========   ===========

BASIC AND DILUTED EARNINGS (LOSS)
   PER COMMON SHARE                  $      0.02    $     (2.22)  $      0.06   $     (2.13)
                                     ===========    ===========   ===========   ===========
<FN>
                  See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>


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

                                                                    Six months ended
                                                                       March 31,      
                                                             ----------------------------
                                                                 1999             1998
                                                             -----------      -----------
Cash Flows from Operating Activities:
<S>                                                          <C>              <C>         
   Net earnings (loss)                                       $    80,000      $(2,810,000)
   Adjustments to reconcile net earnings (loss)
    to net cash provided by operating activities:
     Depreciation, depletion, and amortization                 1,317,000        1,412,000
     Deferred income taxes                                        30,000          265,000
     Write-down of assets                                           -           2,280,000
                                                             -----------      -----------
                                                               1,427,000        1,147,000

    Decrease from changes
       in current assets and liabilities                      (1,153,000)      (1,066,000)
                                                             -----------      -----------

       Net cash provided by operating activities                 274,000           81,000
                                                             -----------      -----------

Cash Flows from Investing Activities:
   Capital expenditures - oil and natural gas                   (503,000)      (3,392,000)
   Additions to investment in land                              (416,000)        (359,000)
   Capital expenditures - contract drilling and other           (162,000)        (194,000)
   Proceeds from sale of oil and natural gas properties           70,000             -   
   Decrease in other assets                                        3,000            5,000
                                                             -----------      -----------

      Net cash used in investing activities                   (1,008,000)      (3,940,000)
                                                             -----------      -----------

Cash Flows from Financing Activities:
   Long-term debt borrowings                                     546,000          965,000
   Repayments of long-term debt                                 (200,000)            -
                                                             -----------      -----------

      Net cash provided by financing activities                  346,000          965,000
                                                             -----------      -----------

Effect of exchange rate
   changes on cash and cash equivalents                            5,000          (78,000)
                                                             -----------      -----------

Net decrease in cash and cash equivalents                       (383,000)      (2,972,000)
Cash and cash equivalents at beginning of period               2,178,000        4,402,000
                                                             -----------      -----------

Cash and cash equivalents at end of period                   $ 1,795,000      $ 1,430,000
                                                             ===========      ===========


Supplemental disclosures of cash flow information:

   Cash paid during the period for:
     Interest (net of amounts capitalized)                   $   440,000      $   119,000
                                                             ===========      ===========
 
     Income taxes                                            $    52,000      $   485,000
                                                             ===========      ===========
<FN>
                  See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>


                                           BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                           Three months ended March 31, 1999 and 1998
                                                           (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>               
Balances at December 31, 1997     $821,000  $3,103,000                 $15,291,000  $  (2,614,000) $  (4,705,000) $  11,896,000

Comprehensive loss:
  Net loss                                              $  (2,930,000)  (2,930,000)                                  (2,930,000)
                                                        -------------
  Other comprehensive
    loss, net of income taxes:
    Foreign currency
      translation adjustments                                 (33,000)
    Unrealized holding
      loss on securities                                      (13,000)
                                                        -------------
  Other comprehensive loss                                    (46,000)                    (46,000)                      (46,000)
                                                        -------------
Total comprehensive loss                                $  (2,976,000)                                             
                                  --------  ----------  =============  -----------  -------------  -------------  -------------

Balances at March 31, 1998        $821,000  $3,103,000                 $12,361,000  $  (2,660,000) $  (4,705,000) $   8,920,000
                                  ========  ==========                 ===========  =============  =============  =============


Balances at December 31, 1998     $821,000  $3,103,000                 $11,331,000  $  (3,688,000) $  (4,789,000) $   6,778,000

Comprehensive income:
  Net earnings                                          $      30,000       30,000                                       30,000  
  Other comprehensive income,
    net of income taxes -
    Foreign currency
      translation adjustments                                 201,000                     201,000                       201,000
                                                        -------------
Total comprehensive income                              $     231,000                                              
                                  --------  ----------  =============  -----------  -------------  -------------  -------------

Balances at March 31, 1999        $821,000  $3,103,000                 $11,361,000  $  (3,487,000) $  (4,789,000) $   7,009,000
                                  ========  ==========                 ===========  =============  =============  =============
<FN>
                                 See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>


                                           BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                            Six months ended March 31, 1999 and 1998
                                                           (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>           
Balances at 
   September 30, 1997             $821,000  $3,103,000                 $15,171,000  $  (2,240,000) $  (4,705,000) $  12,150,000

Comprehensive loss:
  Net loss                                              $  (2,810,000)  (2,810,000)                                  (2,810,000)  
  Other comprehensive loss,
    net of income taxes -
    Foreign currency
      translation adjustments                                (420,000)                   (420,000)                     (420,000)
                                                        -------------
Total comprehensive loss                                $  (3,230,000)                                             
                                  --------  ----------  =============  -----------  -------------  -------------  -------------

Balances at March 31, 1998        $821,000  $3,103,000                 $12,361,000  $  (2,660,000) $  (4,705,000) $   8,920,000
                                  ========  ==========                 ===========  =============  =============  =============


Balances 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                                          $      80,000       80,000                                       80,000  
  Other comprehensive income,
    net of income taxes -
    Foreign currency
      translation adjustments                                 185,000                     185,000                       185,000
                                                        -------------
Total comprehensive income                              $     265,000                                              
                                  --------  ----------  =============  -----------  -------------  -------------  -------------

Balances at March 31, 1999        $821,000  $3,103,000                 $11,361,000  $  (3,487,000) $  (4,789,000) $   7,009,000
                                  ========  ==========                 ===========  =============  =============  =============
<FN>
                                 See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       7
<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  March  31,  1999,  the
Consolidated  Statements of Operations  for the three and six months ended March
31, 1999 and 1998, the Condensed  Consolidated  Statements of Cash Flows for the
six months ended March 31, 1999 and 1998,  and the  Consolidated  Statements  of
Stockholders'  Equity  and  Comprehensive  Income  (Loss)  for the three and six
months ended March 31, 1999 and 1998 have been prepared by Barnwell  Industries,
Inc.  (referred to herein  together with its  subsidiaries  as "Barnwell" or the
"Company") and are  unaudited.  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, 1999
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.   These  condensed  consolidated
financial statements should 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 March 31, 1999 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 (LOSS) PER COMMON SHARE
      --------------------------------

      Basic  earnings  per share  ("EPS")  excludes  dilution and is computed by
dividing net earnings  (loss) by the  weighted-average  number of common  shares
outstanding  for the  period.  The  weighted-average  number  of  common  shares
outstanding was 1,316,952 for the three and six months ended March 31, 1999, and
1,322,052 for the three and six months ended March 31, 1998.

      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 1,316,952 for the three and six months ended March 31, 1999, and
1,322,052 for the three and six months ended March 31, 1998.

      Assumed   conversion  of  common  stock  options  was  excluded  from  the
computation of diluted EPS for the three and six months ended March 31, 1999 and
1998  because  their  inclusion  would be  antidilutive.  As of March 31,  1999,
options to acquire 55,000 shares of the Company's common stock were outstanding.

      Assumed  conversion  of the  convertible  debentures to 90,000 and 100,000
shares of common stock was excluded from the  computation of diluted EPS for the
three and six months ended March 31, 1999 and 1998, respectively,  because their
inclusion would be antidilutive.

                                       8
<PAGE>

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

      The  components  of the  provision  for income taxes for the three and six
months ended March 31, 1999 and 1998 are as follows:

                         Three months ended              Six months ended 
                              March 31,                      March 31, 
                       -------------------------      ------------------------
                          1999            1998           1999           1998
                       ---------       ---------      ---------      ---------
Current - U.S.         $    -          $    -         $    -         $    -   
Current - Foreign        150,000          26,000        328,000        323,000
                       ---------       ---------      ---------      ---------
Total - Current          150,000          26,000        328,000        323,000
                       ---------       ---------      ---------      ---------

Deferred - U.S.           15,000          25,000         30,000         50,000
Deferred - Foreign          -             99,000           -           215,000
                       ---------       ---------      ---------      ---------
Total - Deferred          15,000         124,000         30,000        265,000
                       ---------       ---------      ---------      ---------
                       $ 165,000       $ 150,000      $ 358,000      $ 588,000
                       =========       =========      =========      =========


4.    FUTURE ACCOUNTING CHANGES
      -------------------------

      In June 1997, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial Accounting Standards ("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  year-end  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
financial  statements for periods beginning after December 15, 1997. The Company
will  adopt  the  provisions  of  SFAS  No.  132 in  its  fiscal  1999  year-end
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 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.  Management does not expect adoption of SFAS No.
133 will have a material effect on the Company's financial condition, results of
operations or liquidity.

                                       9
<PAGE>

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 working capital  adjustments  increased
for the six months ended March 31,  1999,  as compared to the same period in the
prior year, by $280,000 (24%),  due primarily to an increase in operating profit
generated by the Company's  contract  drilling  segment,  partially  offset by a
decrease in  operating  profit  generated by the  Company's  oil and natural gas
segment.

      At  March  31,  1999,   the  Company  had  $1,795,000  in  cash  and  cash
equivalents,  approximately  $890,000  of  available  credit  under  its  credit
facility with a Canadian bank, and  approximately  $589,000 of available  credit
under Kaupulehu Developments' (a 50.1% owned joint venture) land rezoning credit
facility  with a Hawaii bank.  The credit  facility  with the  Canadian  bank is
currently  undergoing its annual  review;  the facility may be extended one year
with no required debt repayments for one year or converted to a 5-year term loan
by the bank. If the facility is converted to a 5-year term loan, the Company has
agreed to the following repayment schedule of the then outstanding loan balance:
year 1-30%; year 2-27%; year 3-16%; year 4-14% and year 5-13%.

      The  Company  invested  $292,000  and  $503,000  in oil  and  natural  gas
properties  (all in Canada) for the three and six months  ended March 31,  1999,
respectively,  as compared to $1,818,000  ($1,641,000  in Canada and $177,000 in
the U.S.) and $3,392,000 ($2,974,000 in Canada and $418,000 in the U.S.) for the
three and six months ended March 31, 1998,  respectively.  Capital  expenditures
have  decreased as several  development  projects were completed in fiscal 1998,
there were no capital  expenditures in the U.S. in fiscal 1999, and because of a
decrease in 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.

      During the three months ended March 31, 1999, the Company  participated in
the  drilling  of 3  successful  wells and one dry hole in Alberta,  Canada,  as
follows:

            Productive        Productive
             Oil Wells         Gas Wells         Dry Holes        Total Wells
           -------------     -------------     -------------     --------------
           Exp.     Dev.     Exp.     Dev.     Exp.     Dev.     Exp.      Dev.
           ----     ----     ----     ----     ----     ----     ----      ----
Gross       -        -        -       3.00      -       1.00      -        4.00
Net         -        -        -       0.13      -       0.07      -        0.20

                                       10
<PAGE>


      During the six months ended March 31, 1999,  the Company  participated  in
the drilling of 7 successful  wells,  one with two producing  zones, and one dry
hole in Alberta, Canada, as follows:

            Productive        Productive
             Oil Wells         Gas Wells         Dry Holes        Total Wells
           -------------     -------------     -------------     --------------
           Exp.     Dev.     Exp.     Dev.     Exp.     Dev.     Exp.      Dev.
           ----     ----     ----     ----     ----     ----     ----      ----
Gross       -        -       1.00     6.00      -       1.00     1.00      7.00
Net         -        -       0.10     0.41      -       0.07     0.10      0.48

      During  the  three  months   ended  March  31,  1999,   the  Company  also
participated  in the  recompletion of 5 gross wells (0.50 net wells) in Alberta,
Canada.

      In April 1999,  the County of Hawaii  granted final zoning  approval for a
residential,  golf  and  commercial  project  on  approximately  1,000  acres of
property held by Kaupulehu  Developments,  a 50.1% owned joint venture. In order
to proceed with the Company's plans for development of this area,  several steps
must be  completed,  including the  resolution  of a legal  challenge to a prior
approval for this project which is before the Hawaii Supreme Court.  This recent
approval,  however,  affirms the County of Hawaii's  support for the project and
allows the Company to proceed with final design work in the interim.

      During the six months ended March 31, 1999, the Company invested $416,000,
including  $98,000 of interest  costs  capitalized,  towards the rezoning of the
North Kona, Hawaii property held by Kaupulehu Developments.

      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 and six months ended March 31, 1999 and 1998 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 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.

                                       11
<PAGE>


      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.

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

Oil and Natural Gas
- -------------------
                            SELECTED OPERATING STATISTICS
                            -----------------------------

                                   Average Prices 
                     -----------------------------------------------
                       Three months ended               Increase
                            March 31,                  (Decrease)
                     ----------------------        -----------------
                      1999            1998            $           %
                     ------          ------        ------       ----

Oil (Bbls)*          $11.04          $14.54        $(3.50)      (24%)
Liquids (Bbls)*      $ 7.32          $13.18        $(5.86)      (44%)
Gas (MCF)**          $ 1.48          $ 1.29        $ 0.19        15%

                         Six months ended               Increase
                            March 31,                  (Decrease) 
                     ----------------------        -----------------
                      1999            1998            $           %
                     ------          ------        ------       ----
Oil (Bbls)*          $11.63          $15.89        $(4.26)      (27%)
Liquids (Bbls)*      $ 7.87          $14.31        $(6.44)      (45%)
Gas (MCF)**          $ 1.45          $ 1.39        $ 0.06         4%


                                   Net Sales Volumes              
                     -----------------------------------------------
                       Three months ended              Increase
                            March 31,                 (Decrease)
                     ----------------------       ------------------
                      1999            1998         Units          %
                     -------        -------       -------       ----
Oil (Bbls)*           51,000         52,000        (1,000)       (2%)
Liquids (Bbls)*       19,000         17,000         2,000        12%
Gas (MCF)**          793,000        846,000       (53,000)       (6%)

                         Six months ended               Increase
                            March 31,                  (Decrease) 
                     ----------------------       ------------------
                       1999         1998           Units          %
                     ---------    ---------       --------      ----
Oil (Bbls)*            108,000      100,000          8,000        8%
Liquids (Bbls)*         37,000       35,000          2,000        6%
Gas (MCF)**          1,683,000    1,819,000       (136,000)      (7%)

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

      Oil and natural gas revenues remained relatively  constant,  decreasing by
$40,000 (2%) for the three months ended March 31, 1999,  as compared to the same
period in 1998. For the six months ended March 31, 1999, oil and gas natural gas
revenues  decreased  12%, as  compared to the same period in 1998,  due to price
decreases of 27% and 45% for oil and natural gas liquids, respectively, and a 7%
decrease in natural gas production.  These decreases were partially  offset by a
4% increase in natural gas prices and 8% and 6% increases in oil and natural gas
liquids production, respectively.

                                       12
<PAGE>


      Oil and  natural  gas  operating  expenses  decreased  $180,000  (21%) and
$171,000 (10%) for the three and six months ended March 31, 1999,  respectively,
as compared to the same periods in 1998. These decreases were due primarily to a
decrease in the Canadian  dollar to U.S.  dollar  exchange rates for the current
year periods, as compared to same periods in the prior year.

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

      Contract drilling revenues  increased $100,000 (21%) and contract drilling
operating expenses decreased $204,000 (30%) for the three months ended March 31,
1999,  as  compared  to the same  period  in 1998.  Contract  drilling  revenues
increased as three  drilling rigs were operating at various times in the current
year  period,  whereas  there was only one rig  operating  in the same period in
1998.  Contract drilling  operating  expenses declined as much of the prior year
period's activity was generated by a large pump  installation  contract on which
the Company was the general  contractor.  Pump installation  contracts typically
have lower margins than well drilling contracts and this was the case last year.
Accordingly,  operating  results before  depreciation  increased  $304,000 to an
operating  profit  before  depreciation  of $101,000  for the three months ended
March 31, 1999, as compared to an operating loss before depreciation of $203,000
in the same period in 1998.

      Contract  drilling  revenues and  operating  expenses  increased  $670,000
(102%) and  $113,000  (12%),  respectively,  for the six months  ended March 31,
1999,  as  compared  to the same  period  in 1998,  as there  were two more rigs
operating in the current year period as compared to the same period in the prior
year. The increase in operating expenses was lower than the increase in revenues
due to the fixed nature of some operating  expenses such as lease rent on yards,
and the fact that a portion of the prior year period's activity was generated by
a large  pump  installation  contract  on  which  the  Company  was the  general
contractor. Operating results before depreciation, therefore, increased $557,000
to an operating profit before  depreciation of $275,000 for the six months ended
March 31, 1999, as compared to an operating loss before depreciation of $282,000
for the same period in 1998.

      This  increase in  operating  profit  before  depreciation  is expected to
continue  for the  remainder  of the year as the  Company  secured and started a
significant  new  contract  in  the  quarter  to  perform  drilling  and  coring
operations for the Hawaii  Scientific  Drilling  Project.  The Hawaii Scientific
Drilling  Project's  purpose is to study the  long-term  history of the Hawaiian
volcanic system by drilling an 11,000-foot continuous core of earth on the flank
of the Mauna Kea volcano in Hilo,  Hawaii.  The Company expects to be working on
this contract for another six months.

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

      Gas  processing  and other income  decreased  $110,000  (37%) and $170,000
(30%) for the three and six  months  ended  March  31,  1999,  respectively,  as
compared  to the same  periods in 1998,  due to a  decrease  in sharing of a gas
pipeline  and a decrease in interest  income as a result of lower  average  cash
balances.

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

      General and administrative  expenses decreased $391,000 (37%) and $419,000
(23%) for the three and six  months  ended  March  31,  1999,  respectively,  as
compared to the same periods in 1998, as the prior year periods  included  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 oil and
natural  gas  operations.  In  addition,  management  has  continued  to achieve
positive results in reducing expenses.

                                       13
<PAGE>


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

      Interest expense  increased  $23,000 (14%) and $72,000 (22%) for the three
and six months  ended  March 31,  1999,  respectively,  as  compared to the same
periods in 1998, due to higher average loan balances.

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  discounted  present
value of  estimated  future net 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
declines in market values in the three months ended March 31, 1998.

      There  were no  write-downs  of assets in the three and six  months  ended
March 31, 1999.


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, 1999


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Barnwell Industries Inc.'s 1999 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-30-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                            1795
<SECURITIES>                                         0
<RECEIVABLES>                                     2018
<ALLOWANCES>                                        86
<INVENTORY>                                         95
<CURRENT-ASSETS>                                  4479
<PP&E>                                           57500
<DEPRECIATION>                                   33780
<TOTAL-ASSETS>                                   31535
<CURRENT-LIABILITIES>                             4696
<BONDS>                                          14411
                              821
                                          0
<COMMON>                                             0
<OTHER-SE>                                        6188
<TOTAL-LIABILITY-AND-EQUITY>                     31535
<SALES>                                           5750
<TOTAL-REVENUES>                                  6140
<CGS>                                             2560
<TOTAL-COSTS>                                     2560
<OTHER-EXPENSES>                                  1317
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 399
<INCOME-PRETAX>                                    438
<INCOME-TAX>                                       358
<INCOME-CONTINUING>                                 80
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        80
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>


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