X0202 4 2005-04-28 0 0000010048 BARNWELL INDUSTRIES INC BRN 0001318128 Jarvis David R C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001318129 MacLean Malcolm F IV C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001301328 Mercury Special Situations Fund L P C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001329735 Mercury Securities II LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001301276 Mercury Special Situations Offshore Fund Ltd C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001303345 Mercury Real Estate Securities Fund LP C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001329733 Mercury Mayfair LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 Common Stock 2005-04-28 4 P 0 6700 63.07 A 412200 I See Footnote Common Stock 2005-04-28 4 P 0 6700 63.07 A 412200 I See Footnote Common Stock 2005-04-28 4 P 0 2170 63.07 A 141262 D Common Stock 2005-04-28 4 P 0 2170 63.07 A 141262 I See Footnote Common Stock 2005-04-28 4 P 0 4530 63.07 A 153358 D Common Stock 2005-04-29 4 P 0 16000 60.85 A 428200 I See Footnote Common Stock 2005-04-29 4 P 0 16000 60.85 A 428200 I See Footnote Common Stock 2005-04-29 4 P 0 7353 60.85 A 148615 D Common Stock 2005-04-29 4 P 0 7353 60.85 A 148615 I See Footnote Common Stock 2005-04-29 4 P 0 7147 60.85 A 160505 D Common Stock 2005-04-29 4 P 0 1500 60.85 A 2400 D Common Stock 2005-04-29 4 P 0 1500 60.85 A 2400 I See Footnote Common Stock 2005-04-29 4 P 0 6200 59.91 A 434400 I See Footnote Common Stock 2005-04-29 4 P 0 6200 59.91 A 434400 I See Footnote Common Stock 2005-04-29 4 P 0 3363 59.91 A 151978 D Common Stock 2005-04-29 4 P 0 3363 59.91 A 151978 I See Footnote Common Stock 2005-04-29 4 P 0 2837 59.91 A 163342 D Common Stock 2005-04-29 4 P 0 13870 61.32 A 448270 I See Footnote Common Stock 2005-04-29 4 P 0 13870 61.32 A 448270 I See Footnote Common Stock 2005-04-29 4 P 0 13870 61.32 A 165848 D Common Stock 2005-04-29 4 P 0 13870 61.32 A 165848 I See Footnote Common Stock 2005-04-29 4 P 0 3100 61.09 A 451370 I See Footnote Common Stock 2005-04-29 4 P 0 3100 61.09 A 451370 I See Footnote Common Stock 2005-04-29 4 P 0 3100 61.09 A 168948 D Common Stock 2005-04-29 4 P 0 3100 61.09 A 168948 I See Footnote These shares were acquired by Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, on behalf of Mercury Special Situations Fund LP ("MSSF") and Mercury Special Situations Offshore Fund, Ltd. ("MSSOF"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis is a managing member of Advisors. Mr. Jarvis disclaims beneficial ownership of the shares held directly by MSSF and MSSOF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF and MSSOF, or as a result of his membership interest in MS II LLC (as defined below), of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF or MSSOF joins or withdraws from MSSF or MSSOF, as applicable. These shares were acquired by Advisors on behalf of MSSF and MSSOF. Mr. Malcolm F. MacLean IV is a managing member of Advisors. Mr. MacLean disclaims beneficial ownership of the shares held directly by MSSF and MSSOF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF and MSSOF, or as a result of his membership interest in MS II LLC, of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF or MSSOF joins or withdraws from MSSF or MSSOF, as applicable. These shares are held directly by MSSF. These shares are held directly by MSSF. Mercury Securities II LLC ("MS II LLC") is the general partner of MSSF. MS II LLC disclaims beneficial ownership of these shares except to the extent of the pecuniary interest, if any, in such shares as a result of its partnership interest in MSSF. These shares are held directly by MSSOF. These shares were acquired by Advisors on behalf of MSSF, MSSOF and Mercury Real Estate Securities Fund LP ("MRES"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by MSSF, MSSOF and MRES, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, MSSOF and MRES, or as a result of his membership interest in MS II LLC or Mayfair (as defined below), of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF, MSSOF or MRES joins or withdraws from MSSF, MSSOF or MRES, as applicable. These shares were acquired by Advisors on behalf of MSSF, MSSOF and MRES. Mr. MacLean disclaims beneficial ownership of the shares held directly by MSSF, MSSOF and MRES, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, MSSOF and MRES, or as a result of his membership interest in MS II LLC or Mayfair, of which he is a managing member. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF, MSSOF or MRES joins or withdraws from MSSF, MSSOF or MRES, as applicable. These shares are held directly by MRES. These shares are held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of these shares except to the extent of the pecuniary interest, if any, in such shares as a result of its partnership interest in MRES. These shares were acquired by Advisors on behalf of MSSF. Mr. Jarvis disclaims beneficial ownership of the shares held directly by MSSF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, or as a result of his membership interest in MS II LLC. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF joins or withdraws from MSSF. These shares were acquired by Advisors on behalf of MSSF. Mr. MacLean disclaims beneficial ownership of the shares held directly by MSSF, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF, or as a result of his membership interest in MS II LLC. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in MSSF joins or withdraws from MSSF. The shares reported in Column 5 are held directly by certain private investment funds, including MSSF, MSSOF and MRES (the "Funds"), and certain managed accounts (the "Managed Accounts"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC and Mayfair, that serve as the general partners of certain of the Funds. (Footnote continued in 13) That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C), except in the limited circumstances where an investor in a Fund or Managed Account joins or withdraws from such Fund or Managed Account, as applicable. The shares reported in Column 5 are held directly by the Funds and the Managed Accounts, for which Advisors serves as the investment adviser. Mr. MacLean disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC and Mayfair, that serve as the general partners of certain of the Funds. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C), except in the limited circumstances where an investor in a Fund or Managed Account joins or withdraws from such Fund or Managed Account, as applicable. /s/ David R. Jarvis 2005-09-07 /s/ Malcolm F. MacLean IV 2005-09-07