Amendment to 2004 Proxy Statement


To the Stockholders of

         When reviewing the Proxy Statement of Barnwell Industries, Inc., which
was mailed to stockholders on January 15, 2004, please note the following

1) After the last full sentence on page 2 of the Proxy Statement (that Barnwell
Industries, Inc. has no standing nominating committee) the following should be

          "The Board of Directors  believes that it is appropriate for
          the Company  not to have a  nominating  committee  because a
          majority of the Board of Directors is currently independent,
          and,  therefore,  a nominating  committee is not required to
          keep the nomination  process  independent.  Each director on
          the Board of Directors  participates in the consideration of
          all director nominees."

2) On page 3, immediately prior to the section entitled "Report of the Audit
Committee", the following should be inserted:

          "The Board of Directors  has a process for  stockholders  to
          send communications to the Board of Directors.  Stockholders
          may send any  communication to the Board of Directors,  as a
          whole,  by mail to the Company's  address listed on page one
          of the Proxy  Statement,  to the  attention  of  Russell  M.
          Gifford,   Secretary.   All  such   communications  will  be
          forwarded to the Board of Directors. If a stockholder wishes
          to send a communication to an individual director, he or she
          may do so by mail  to the  address  listed  on page 8 of the
          Proxy  Statement.  Two  members  of the  Board of  Directors
          attended  the 2003  Annual  Meeting of  Stockholders  of the

                                 By Order of the Board of Directors,

                                          /s/  Russell M. Gifford

                                          RUSSELL M. GIFFORD

Dated:  January 20, 2004