SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

BARNWELL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of registrant as specified in its charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------
5) Total fee paid:

----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------
(4) Date Filed:

------------------------------------------------------------------------

BARNWELL INDUSTRIES, INC.

-------------------

Notice of Annual Meeting of Stockholders

-------------------

To the Stockholders of BARNWELL INDUSTRIES, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
BARNWELL INDUSTRIES, INC., a Delaware corporation, will be held on March 4,
2002, at 9:30 a.m., Central Standard Time, at the Sheraton Shreveport Hotel,
1419 East 70th Street, Shreveport, Louisiana, for the purpose of considering and
acting upon:

(1) The election of a Board of Directors to serve until the next
Annual Meeting of Stockholders and until their successors shall have been
elected and qualified; and

(2) Any and all other business which may properly come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on January 7, 2002,
are entitled to notice of and to vote at this meeting or any adjournment
thereof. The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 2001, which includes consolidated financial statements, is
enclosed herewith.

We will be pleased to have you attend the meeting. However, if you are
unable to do so, please sign and return the accompanying Proxy in the enclosed
addressed envelope.

By Order of the Board of Directors,

/s/ Alexander C. Kinzler
------------------------
ALEXANDER C. KINZLER
Secretary

Dated: January 17, 2002

BARNWELL INDUSTRIES, INC.

1100 ALAKEA STREET, SUITE 2900

HONOLULU, HAWAII 96813

PROXY STATEMENT

SOLICITATION AND REVOCATION OF PROXIES

The following information is furnished in connection with the Annual
Meeting of Stockholders of Barnwell Industries, Inc., a Delaware corporation
(the "Company"), to be held on March 4, 2002 at 9:30 a.m., Central Standard
Time, at the Sheraton Shreveport Hotel, 1419 East 70th Street, Shreveport,
Louisiana.

The accompanying Proxy is solicited by the Board of Directors of the
Company, and the Company will bear the cost of such solicitation. Solicitation
of proxies will be primarily by mail. Proxies may also be solicited by regular
employees of the Company by telephone at a nominal cost. Brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward
soliciting material to the beneficial owners of Common Stock (as defined below)
and will be reimbursed for their expenses. All properly executed proxies will be
voted as instructed.

Stockholders who execute proxies may revoke them by delivering
subsequently dated proxies or by giving written notice of revocation to the
Secretary of the Company at any time before such proxies are voted. No proxy
will be voted if the stockholder attends the meeting and elects to vote in
person.

This Proxy Statement and the accompanying Form of Proxy are first being
sent to stockholders on or about January 17, 2002.

VOTING AT THE MEETING

Only stockholders of record at the close of business on January 7, 2002
(the "Record Date") will be entitled to vote at the annual meeting and any
adjournment thereof. As of the Record Date, 1,314,510 shares of common stock,
par value $0.50, of the Company (the "Common Stock") were issued and
outstanding. Each share of Common Stock outstanding as of the Record Date is
entitled to one vote on any proposal presented at the meeting. With respect to
abstentions, the shares will be considered present at the meeting for a
particular proposal, but since they are not affirmative votes for the proposal,
they will have the same effect as a vote withheld on the election of directors
or a vote against such other proposal, as the case may be. Brokers and nominees
may be precluded from exercising their voting discretion with respect to certain
matters to be acted upon and, thus, in the absence of specific instructions from
the beneficial owner of the shares, will not be empowered to vote the shares on
such matters and, therefore, will not be counted in determining the number of
shares necessary for approval. Shares represented by such broker nonvotes will,
however, be counted for purposes of determining whether there is a quorum.

ELECTION OF DIRECTORS

At the meeting all eight directors of the Company are proposed to be
elected, each elected director to hold office until the next annual meeting and
until his successor is duly elected and qualified. The persons named as proxies
in the enclosed Proxy are executive officers of the Company and, unless contrary
instructions are given, they will vote the shares represented by the Proxy for
the election to the Board of Directors of the persons named below. The election
of directors will require a plurality of the votes cast at the meeting. The
Board of Directors has no reason to believe that any of the nominees for
director will be unable to serve; however, in the event any of the nominees
should withdraw or otherwise become unavailable for reasons not presently known,
the persons named as proxies may vote for other persons in place of such
nominees.

DIRECTORS AND NOMINEES TO THE BOARD OF DIRECTORS

The following table sets forth, as to the directors and nominees for
election: (1) such person's name; (2) the year in which such person was first
elected a director of the Company; (3) such person's age; (4) all positions and
offices with the Company held by such person; (5) the business experience of
such person during the past five years; and (6) certain other directorships, if
any, held by such person.

Director All other Present Positions with
Name Since Age the Company and Principal Occupations
- ---------------------------- -------- ----- -------------------------------------------------

Morton H. Kinzler 1956 76 Chairman of the Board of the Company since 1980,
President and Chief Executive Officer since
1971. Mr. Kinzler is the father of Alexander C.
Kinzler, Executive Vice President, Secretary,
General Counsel and Director of the Company.

Alan D. Hunter 1977 64 Partner, Code Hunter LLC, Calgary, Alberta
(attorneys) since December 1, 2001; Partner,
Gowling LaFleur Henderson LLP, Calgary, Alberta
(attorneys) from July 1, 2000 to November 30,
2001; Partner, Gowling, Strathy & Henderson,
Calgary, Alberta (attorneys) from January 1,
2000 to June 30, 2000; Gowling, Strathy &
Henderson merged with LaFleur Brown effective
July 1, 2000; Partner, Code Hunter, Calgary,
Alberta (attorneys) for the prior 5 years; Code
Hunter merged into Gowling Strathy & Henderson
on January 1, 2000.

Erik Hazelhoff-Roelfzema 1977 84 Investor

Daniel Jacobson 1981 73 Vice Chairman and Director, Siebert Financial
Corp. (securities brokerage) since May 3, 1999;
Partner, Richard A. Eisner & Company, LLP, New
York, New York (Accountants and Consultants),
from June 1, 1994 to May 2, 1999.

Martin Anderson 1985 78 Partner, Goodsill Anderson Quinn & Stifel,
Honolulu, Hawaii (attorneys); Trustee, Hawaii
Pacific University; Director, Bishop Street
Funds.

Murray C. Gardner, Ph.D. 1996 69 Independent consultant and investor

Alexander C. Kinzler 1999 43 General Counsel of the Company since December
2001, Executive Vice President since December
1997 and Secretary since 1986. Employed by the
Company since 1984. Mr. Kinzler is the son of
Morton H. Kinzler, President, Chief Executive
Officer and Chairman of the Board of Directors
of the Company.

Terry Johnston 2000 60 Investor. Director of the managing general
partner of Cambridge Hawaii Limited Partnership
("CHLP"). Mr. Johnston and his affiliates own
approximately 43.8% of CHLP, which is a 49.9%
partner in the Company's Kaupulehu Developments
partnership.

The Board of Directors has a standing Compensation Committee, a standing
Audit Committee, and a standing Executive Committee. It has no standing
nominating committee. The members of the Compensation Committee are Mr. Hunter,
Chairman, and Messrs. Jacobson, Anderson, Gardner, Johnston and Morton Kinzler,
with Mr. Morton Kinzler being a non-voting member. The Compensation Committee
(i) determines the annual compensation of the Company's senior officers; (ii)
recommends, if appropriate, new employee benefit plans to the Board of
Directors; (iii) administers all employee benefit plans and (iv) makes
determinations in connection therewith as may be necessary or advisable. During
the fiscal year ended September 30, 2001, the Compensation Committee held one
meeting.

The members of the Audit Committee are Mr. Jacobson, Chairman, and
Messrs. Yago, Gardner and Anderson. All of the members of the Audit Committee
are independent (as independence is defined in Section 121 (A) of the American
Stock Exchange listing standards). The Board of Directors has adopted a written
charter for the Audit Committee to set forth its responsibilities. The Audit
Committee recommends the independent accountants appointed by the Board of
Directors to audit the consolidated financial statements of the Company, and
reviews with such accountants the scope of their audit and report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
It also reviews periodically the performance of the Company's accounting and
financial personnel. During the fiscal year ended September 30, 2001, the Audit
Committee held five meetings.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the audited financial
statements with management, and the Audit Committee has discussed with KPMG LLP,
the independent auditors, the matters required to be discussed by Statement on
Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU
Section 380), as such may be modified or supplemented. The Audit Committee has
also received the written disclosures and the letter from KPMG LLP that are
required by Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committee) as may be
modified or supplemented, and has discussed with KPMG LLP the independent
auditor's independence. Based upon its discussions with management and with KPMG
LLP, the Audit Committee has recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2001.

Audit Fees
- ----------

Aggregate fees billed to the Company for the annual audit and the
quarterly reviews of the consolidated financial statements totaled $130,500.

All Other Fees
- --------------

Aggregate fees billed to the Company for services rendered by the
Company's independent accountants other than those billed for the annual audit
and the quarterly reviews of the consolidated financial statements totaled
$67,300. The Audit Committee believes that the provision of non-audit services
during the 2001 fiscal year does not affect the accountants' ability to maintain
independence with respect to the Company.

Audit Committee
- ---------------

Daniel Jacobson, Chairman
Glenn Yago
Murray C. Gardner
Martin Anderson

The members of the Executive Committee are Mr. Morton Kinzler, Chairman,
and Messrs. Anderson, Hazelhoff-Roelfzema and Gardner. The Executive Committee
is empowered to exercise all of the authority of the Board of Directors, except
for certain items enumerated in the Company's By-Laws. During the fiscal year
ended September 30, 2001, the Executive Committee held one meeting.

The Board of Directors held three meetings during the fiscal year ended
September 30, 2001. Other than Mr. Anderson, who attended two Board Meetings and
all Committee meetings, all directors attended all meetings of the Board of
Directors and of the Committees of the Board on which each of them served.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the names and ages of all executive
officers of the Company, their positions and offices with the Company and the
period during which each has served.

Name Age Position with the Company
---- --- -------------------------

Morton H. Kinzler 76 Chairman of the Board since 1980 and President
and Chief Executive Officer since 1971.

Russell M. Gifford 47 Executive Vice President since December 1997,
Treasurer since November 1986 and Chief
Financial Officer since August 1985. Vice
President of the Company from March 1985 to
December 1997.

Alexander C. Kinzler 43 General Counsel since December 2001. Executive
Vice President since December 1997 and Secretary
since November 1986. Vice President of the
Company from November 1986 to December 1997.
Director of the Company since December 1999.

Warren D. Steckley 45 Vice President - Canadian Operations since
December 1998. President of Barnwell of Canada,
Limited, a wholly owned subsidiary of the
Company, since December 1998. Employed by
Barnwell of Canada, Limited since June 1998.
Independent consultant in Calgary, Alberta
providing technical and financial services to
emerging oil and gas companies from 1994 to May
1998.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table sets forth the annual
compensation paid or accrued by the Company to the Chief Executive Officer and
to executive officers whose annual compensation exceeded $100,000 for the fiscal
year ended September 30, 2001 (collectively the "Named Executive Officers"), for
services during the fiscal years ended September 30, 2001, 2000, and 1999:

Directors who are not officers of the Company receive an annual fee of
$12,500 and are reimbursed for expenses incurred with respect to meeting
attendance. The Chairman of the Compensation Committee receives an additional
$9,000 annual fee. The Chairman of the Audit Committee receives an additional
$15,000 annual fee. The members of the Executive and Compensation Committees,
other than the Chairmen, receive an additional $1,500 annual fee. The members of
the Audit Committee, other than the Chairman, receive an additional $5,000
annual fee. In lieu of payment of such fees to Mr. Hazelhoff-Roelfzema, the
Company reimburses him for certain expenses incurred in connection with his
service as a director.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth information related to the number of
shares of Common Stock acquired during the fiscal year ended September 30, 2001
by the Named Executive Officers pursuant to the exercise of stock options, the
value realized by the Named Executive Officers on exercise of such stock options
and the number and value of unexercised stock options held by the Named
Executive Officers at the end of the fiscal year ended September 30, 2001:

- ----------------------------------
(1) Mr. Steckley was granted 30,000 incentive units on June 1, 1998. The value
of such units directly relates to Barnwell of Canada, Limited's ("BOC"'s)
net income and to changes in the value of BOC's oil and gas reserves since
1998, with adjustments for changes in commodities prices and subject to
other terms and conditions. Such adjusted reserve value is then divided by
the number of shares of the Company's outstanding common stock to determine
the value of each unit. These units become exercisable over 4 years from
the date of grant and expire 10 years from such date. At September 30,
2001, the U.S. dollar equivalent of the value of the vested portion of such
units was $288,000.

(2) All amounts shown for Mr. Steckley represent the average U.S. dollar
equivalent during each fiscal year of payments made to him in Canadian
dollars.

Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares September 30, 2001 September 30, 2001 ($)
Acquired on Value ------------------ ----------------------
Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
------------ ----------- -------------------------- --------------------------

Morton H. Kinzler 0 $0 0/0 $0/$0

Russell M. Gifford 0 0 6,250/18,750 42,969/128,906

Alexander C. Kinzler 0 0 26,250/18,750 35,544/106,631

Warren D. Steckley 0 0 18,000/12,000 56,250/37,500

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 12, 2001, Barnwell Kona Corporation ("BKC"), a wholly owned
subsidiary of the Company, and Mr. Terry Johnston, a member of the Board of
Directors of the Company, concurrently acquired 55.2% and 28.9%, respectively,
of Cambridge Hawaii Limited Partnership ("CHLP"). CHLP is a Hawaii limited
partnership, of which BKC is the sole general partner, whose only significant
asset is a 49.9% minority interest in Kaupulehu Developments ("KD"), a Hawaii
general partnership. Barnwell Hawaiian Properties, Inc., a wholly owned
subsidiary of the Company, presently owns the 50.1% majority interest in KD.

BKC and Mr. Johnston concurrently purchased the interests in CHLP from
three limited partnerships and several individual investors (the "Sellers"). BKC
agreed to pay $4,803,000, or $87,000 for each percentage point, for 55.2% of
CHLP and Mr. Johnston agreed to pay $2,518,000, or $87,000 for each percentage
point, for 28.9% of CHLP. BKC and Mr. Johnston also agreed to pay $300,000
($197,000 and $103,000, respectively) to CHLP for pre-closing expenses related
to this transaction.

At the closing of the purchase of the interest in CHLP, BKC paid
$2,791,000 in cash to the Sellers and delivered to the Sellers non-interest
bearing promissory notes in the aggregate principal amounts of $2,209,000 due
January 31, 2002. At the closing of the purchase of the interest in CHLP, Mr.
Johnston paid the Sellers $1,463,000 and delivered to the Sellers non-interest
bearing promissory notes due January 31, 2002 in the aggregate principal amounts
of $1,158,000. The Company loaned Mr. Johnston $1,463,000 for his portion of the
cash payment at closing. The Company's loan to Mr. Johnston is non-interest
bearing and is due January 31, 2002. Both the cash payment at closing and the
loan to Mr. Johnston were funded entirely from the Company's cash flow from
operations.

The Company and Mr. Johnston are jointly and severally liable for the
payment of all of the promissory notes due to the Sellers. Mr. Johnston pledged
to the Company his entire interest in CHLP as security for both the $1,463,000
loan and the Company's liability for Mr. Johnston's payment to the Sellers due
January 31, 2002. As a result of this transaction, Mr. Johnston owns
approximately 43.8% of CHLP and the Company owns approximately 55.2% of CHLP.
The Company's newly acquired interest in CHLP, together with the Company's
current 50.1% indirect interest in KD held by Barnwell Hawaiian Properties,
Inc., result in the Company owning an aggregate indirect interest of 77.6% in
KD.

In June, 1995, the Company issued $2,000,000 of convertible notes due
July 1, 2003 for an aggregate price of $2,000,000. $400,000 of such notes were
purchased by Mr. Morton H. Kinzler, President, Chief Executive Officer and
Chairman of the Board of Directors of the Company, $200,000 were purchased by
Mr. Martin Anderson, a director of the Company, $200,000 were purchased by Dr.
Joseph E. Magaro, a beneficial owner of 16.2% of the Company's shares and
$100,000 were purchased by Dr. R. David Sudarsky, a beneficial owner of 9.3% of
the Company's shares. See "Security Ownership of Certain Beneficial Owners and
Management", below. The notes are payable in 20 consecutive equal quarterly
installments beginning in October 1998. Interest, which is adjusted quarterly to
the greater of 10% per annum or 1% over the prime rate of interest, is payable
quarterly. Throughout fiscal year 2001, the notes bore interest at the weighted
average rate of 10.28% per annum. The notes are convertible into shares of

Common Stock at a price of $20.00 per share, subject to adjustment for certain
events including a stock split of, or stock dividend on, the Common Stock. The
principal balance of such notes is currently $600,000.

The Company was contingently liable for a demand loan made by a Canadian
bank in fiscal 1991 and renewed annually to Dr. Magaro in the amount of $100,000
in connection with the development of certain oil and gas properties in Canada
in which he participated. The loan was secured by Dr. Magaro's interest in such
oil and gas properties, the value of which, in the Company's opinion, far
exceeds the amount of the loan. The annual rate of interest applicable to this
loan is set by the Royal Bank of Canada. During fiscal 2001, such average
interest rate was 7.00%. The loan was repaid by Dr. Magaro during fiscal 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 1, 2001, with
respect to the beneficial ownership of the Common Stock, the sole voting
security of the Company, by (i) each person known to the Company who
beneficially owns more than 5% of the Common Stock, (ii) each director and
nominee of the Company, (iii) the Named Executive Officers and (iv) all
directors and executive officers of the Company as a group.

Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------------------------------------------------------ ------------------------ ---------

Joseph E. Magaro 401 Riversville Road 213,510 (2) 16.2%
Greenwich, Connecticut

R. David Sudarsky 3050 North Ocean Boulevard 122,600 (3) 9.3%
Ft. Lauderdale, Florida

Morton H. Kinzler 1100 Alakea Street, Suite 2900 232,960 (4) 17.7%
Honolulu, Hawaii

Alan D. Hunter 44 Medford Place, S.W. 400 *
Calgary, Alberta, Canada

Erik Hazelhoff-Roelfzema 1120, 639 Fifth Avenue S.W. 700 *
Calgary, Alberta, Canada

Daniel Jacobson 885 Third Avenue 5,000 *
New York, New York
<FN>
- ----------------------------------
(1) A person is deemed to be the beneficial owner of securities that such
person can acquire as of and within the 60 days following the date of this
table upon the exercise of options or rights of conversion. Each beneficial
owner's percentage of ownership is determined by assuming that options or
conversion rights that are held by such person (but not those held by any
other person) and which are exercisable as of and within 60 days following
the date of this table have been exercised. For purposes of the footnotes
that follow, "currently exercisable" means options that are exercisable as
of and within 60 days following the date of this table and "currently
convertible" means conversion rights that are exercisable as of and within
60 days following the date of this table. Except as indicated in the
footnotes that follow, shares listed in the table are held with sole voting
and investment power.

(2) Includes a note in the principal amount of $60,000 that is currently
convertible into 3,000 shares of Common Stock at a conversion price of
$20.00 per share.

(3) Includes a note in the principal amount of $30,000 that is currently
convertible into 1,500 shares of Common Stock at a conversion price of
$20.00 per share.

(4) Includes (i) a note in the principal amount of $120,000 that is currently
convertible into 6,000 shares of Common Stock at a conversion price of
$20.00 per share, and (ii) 11,000 shares of Common Stock held by an estate
of which Mr. Kinzler is a co-executor, as to which shares Mr. Kinzler may
be deemed to share voting and investment power. Mr. Kinzler disclaims
beneficial ownership of the shares held by such estate.
</FN>

Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership** of Class
- ------------------------------------------------------------------ ------------------------ ---------

Martin Anderson 1099 Alakea Street, Suite 1800 90,503 6.9%
Honolulu, Hawaii

Murray C. Gardner, Ph.D. P. O. Box 1657 2,200 *
Kamuela, Hawaii

Russell M. Gifford 1100 Alakea Street, Suite 2900 15,300 (5) 1.2%
Honolulu, Hawaii

Alexander C. Kinzler 671 Puuikena Drive 50,170 (6) 3.7%
Honolulu, Hawaii

Warren D. Steckley 216 Sunmount Bay SE 18,000 (7) 1.4%
Calgary, Alberta, Canada

Terry Johnston 201-5325 Cordova Bay Road 1,000 *
Victoria, British Columbia, Canada

All directors and executive officers as a group (10 persons) 416,233 (8) 30.2%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
beneficial ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission and any national securities exchange on which such equity securities
are registered. Based solely on the Company's review of the copies of such forms
it has received and written representations from certain reporting persons that
they were not required to file reports on Form 5 during the most recently
completed fiscal year or prior years, the Company believes that all of its
officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's most
recently completed fiscal year.

SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company has appointed KPMG LLP as the firm
of independent public accountants to audit the accounts of the Company for the
year ending September 30, 2002. This firm expects to have a representative
available by telephone at the meeting who will have an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.

- -------------------------------
(5) Includes currently exercisable option to acquire 12,500 shares of Common
Stock.

(6) Includes currently exercisable options to acquire 32,500 shares of Common
Stock.

(7) Includes currently exercisable options to acquire 18,000 shares of Common
Stock.

(8) Includes currently exercisable options held by executive officers of the
Company to acquire 63,000 shares of Common Stock, and notes in the
aggregate principal amount of $120,000 held by directors of the Company
currently convertible into 6,000 shares of Common Stock at a conversion
price of $20.00 per share.

* Represents less than 1% of the outstanding shares of Common Stock of the
Company.

** See footnote 1 on previous page.

STOCKHOLDER PROPOSALS

Any proposal submitted by a stockholder of the Company for action at the
next Annual Meeting of Stockholders will not be included in the proxy material
to be mailed to the Company's stockholders in connection with such meeting
unless such proposal is received at the principal office of the Company no later
than September 19, 2002.

GENERAL

No business other than those set forth in Item (1) and Item (2) of the
Notice of Annual Meeting of Stockholders is expected to come before the meeting,
but should any other matters requiring a vote of stockholders properly arise,
including a question of adjourning the meeting, the persons named in the
accompanying Proxy will vote thereon according to their best judgment in the
best interests of the Company.

Insofar as any of the information in this Proxy Statement may rest
peculiarly within the knowledge of persons other than the Company, the Company
has relied upon information furnished by such persons.

By Order of the Board of Directors,

/s/ Alexander C. Kinzler
------------------------
ALEXANDER C. KINZLER
Secretary

Dated: January 17, 2002

STOCKHOLDERS MAY OBTAIN A COPY, WITHOUT CHARGE, OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
BY WRITING TO ALEXANDER C. KINZLER, BARNWELL INDUSTRIES, INC., 1100 ALAKEA
STREET, SUITE 2900, HONOLULU, HAWAII 96813.

Appendix 1
- ----------

FRONT OF CARD

PROXY

BARNWELL INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned stockholder of Barnwell Industries, Inc., a Delaware
corporation, hereby appoints Morton H. Kinzler and Alexander C. Kinzler, and
each of them, attorneys, agents and proxies of the undersigned, with full power
of substitution to each of them, to vote all the shares of Common Stock which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
the Company to be held at the Sheraton Shreveport Hotel, 1419 East 70th Street,
Shreveport, Louisiana, on March 4, 2002, at 9:30 A.M., Central Standard time,
and at any adjournment of such meeting, with all powers which the undersigned
would possess if personally present:

(Continued and to be signed on reverse side)

- -------------------------------------------------------------------------------

BACK OF CARD

X Please mark your votes as in this example.
-----

1. The election of the 8 Directors
listed at right:
Nominees: Morton H. Kinzler
FOR all nominees WITHHOLD AUTHORITY Alan D. Hunter
listed at right to vote for all Erik Hazelhoff-Roelfzema
(except as marked nominees listed at Daniel Jacobson
to the contrary) right Martin Anderson
Murray C. Gardner
----- ----- Alexander C. Kinzler
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR Terry Johnston
ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THAT NOMINEE'S NAME IN THE LIST AT RIGHT.)

2. Upon any and all other business which may come before the meeting or any
adjournment thereof.

The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders, Proxy Statement of the Company for the Annual Meeting and the
Company's Annual Report to Stockholders for the fiscal year ended September 30,
2001.

This Proxy, when properly executed, will be voted in accordance with the
specification made hereon. If not otherwise specified, this Proxy will be voted
FOR the election of Board of Directors as proposed herein.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURE DATE SIGNATURE DATE
------------------ -------- ------------------ -------
IF HELD JOINTLY

(Signature(s) should agree with name on stock certificate as stenciled hereon.
Executors, administrators, trustees, etc., should so indicate when signing.)