8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):June 23, 2009

BARNWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-5103	72-0496921
(Commission File Number)	(IRS Employer Identification No.)

1100 Alakea Street, Suite 2900

Honolulu, Hawaii 96813

(Address of Principal Executive Offices) (Zip Code)

(808)531-8400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Definitive Agreement.

On June 23, 2009, Kaupulehu Developments, a real estate partnership owned 78% by Barnwell Industries, Inc. closed a real estate transaction with WB KD Acquisition 2, LLC (“WBKD”), an affiliate of Westbrook Partners, LLC, developers of Kuki’o Resort in Hawaii and other mainland projects, modifying their 2006 agreement for the development of the Increment 2 portion of the approximately 870 leasehold acre Lot 4A area located adjacent to Kona Village Resort and Hualalai Resort at Kaupulehu, North Kona, Hawaii. WBKD also has now entered into a development lease with Kamehameha Schools, fee owner of the area. Increment 2 of Lot 4A is currently planned for approximately 400 residential units.

Kaupulehu Developments (“KD”) will receive future payments from WBKD based on a percentage of the sales prices of the residential lots or units, ranging from 8% to 10% of the price of improved or unimproved lots or 2.60% to 3.25% of the price of units constructed on a lot, to be determined in the future depending upon a number of variables, including whether the lots are sold prior to improvement. KD in addition will be entitled to receive up to $8,000,000 in additional payments once the members of WBKD have received distributions equal to the capital they invested in the project.

A copy of the press release relating to this transaction is filed as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

	(d)	Exhibits
Exhibit No.			Description
99.1			Press release dated June 24, 2009

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 hereunto duly authorized.

Dated: June 24, 2009

BARNWELL INDUSTRIES, INC.

By:  /s/ Russell M. Gifford                                                      

Name:   Russell M. Gifford

Title:      Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated June 24, 2009

EX-99.1

CONTACT:	Alexander C. Kinzler
	President and Chief Operating Officer
	Russell M. Gifford
	Executive Vice President and Chief Financial Officer
	Tel: (808) 531-8400
	BARNWELL INDUSTRIES, INC. ANNOUNCES
	CLOSING OF REAL ESTATE TRANSACTION

HONOLULU, HAWAII, June 24, 2009 -- Barnwell Industries, Inc., (NYSE Amex: BRN) (“Barnwell” or the “Company”) announced today that Kaupulehu Developments, Barnwell’s 78% owned real estate partnership, has closed a real estate transaction with WB KD Acquisition 2, LLC (“WBKD”), an affiliate of Westbrook Partners, LLC, developers of Kuki’o Resort in Hawaii and other mainland projects, modifying their 2006 agreement for the development of the Increment 2 portion of the approximately 870 leasehold acre Lot 4A area located adjacent to Kona Village Resort and Hualalai Resort at Kaupulehu, North Kona, Hawaii. Also, WBKD has now entered into a development lease with Kamehameha Schools, fee owner of the area. Increment 2 of Lot 4A is currently planned for approximately 400 residential units.

Kaupulehu Developments will receive future payments from WBKD based on a percentage of the sales prices of the residential lots, ranging from 8% to 10% depending upon several factors, and in addition will be entitled to receive up to $8,000,000 in additional payments once the members of WBKD have received distributions equal to the capital they invested in the project.

Mr. Morton H. Kinzler, Chairman and Chief Executive Officer of Barnwell, commented, “this real estate transaction, together with their new development lease, will enable WBKD to move forward with the Increment 2 project which encompasses the remainder of Lot 4A, and we believe will enhance sales from the Increment I portion of Lot 4A which are currently underway. Increment 1’s Beach Club and Interpretive Center are complete and project infrastructure is substantially complete. Kaupulehu Developments will continue to have long term interests in the project and the area.”

The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements,” “Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for the year ended September 30, 2008 and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.