Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gifford Russell M
   2. Issuer Name and Ticker or Trading Symbol
BARNWELL INDUSTRIES INC [BRN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO, Treasurer
(Last)
(First)
(Middle)
1100 ALAKEA STREET, SUITE 2900		 3. Date of Earliest Transaction (Month/Day/Year)
05/24/2007
(Street)

HONOLULU, HI 96813		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/24/2007   S   2,500 D $ 19.63 38,300 D  
Common Stock 05/24/2007   S   1,000 D $ 19.31 37,300 D  
Common Stock 05/24/2007   S   500 D $ 19.14 36,800 D  
Common Stock 05/24/2007   S   100 D $ 19.17 36,700 D  
Common Stock 05/24/2007   S   400 D $ 19.1 36,300 D  
Common Stock 05/24/2007   S   100 D $ 19.15 36,200 D  
Common Stock 05/24/2007   S   432 D $ 19.2 35,768 D  
Common Stock 05/25/2007   S   200 D $ 19.15 35,568 D  
Common Stock 05/25/2007   S   100 D $ 19.02 35,468 D  
Common Stock 05/25/2007   S   668 D $ 19.01 34,800 D  
Common Stock 05/25/2007   M   7,500 A $ 1.98 42,300 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 1.98 05/25/2007   M     7,500 12/05/2000 12/05/2009 Common Stock 7,500 $ 1.98 118,500 (1) D  
Employee Stock Options (right to buy) $ 8.62             12/03/2008(2) 12/03/2014 Common Stock 60,000   60,000 D  
SARs $ 8.8             12/03/2009(3) 12/03/2014 Common Stock 36,000   36,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gifford Russell M
1100 ALAKEA STREET, SUITE 2900
HONOLULU, HI 96813		   X     EVP, CFO, Treasurer  

Signatures

 /s/ Russell M. Gifford   05/29/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reporting Person was originally granted options for 150,000 shares. Reporting Person previously exercised options for 24,000 shares and holds a balance of 118,500 options following the transaction reported hereon.
(2) Options vest at rate of 15,000 shares per year on the anniversary date of the grant commencing on 12/3/2005.
(3) Reporting Person was originally granted SARs for 60,000 shares of Common Stock, vesting at the rate of 12,000 per year commencing on 12/3/2005. 12,000 shares vested on 12/3/2005, 12,000 shares vested on 12/3/2006 and the remaining shares vest 12,000 on 12/3/2007, 12,000 on 12/3/2008 and 12,000 on 12/3/2009.

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