As filed with the Securities and Exchange Commission on May 16, 2002
                                                        Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                          THE SECURITIES ACT OF 1933

                          Barnwell Industries, Inc.
            (Exact name of Registrant as specified in its charter)

                 Delaware                               72-0496921
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

      1100 Alakea Street, Suite 2900, Honolulu, Hawaii        96813-2840
          (Address of Principal Executive Offices)            (Zip Code)


               Barnwell Industries, Inc. 1998 Stock Option Plan
               ------------------------------------------------
                           (Full title of the plan)

                                Morton H. Kinzler
                                -----------------
         Chairman of the Board, President and Chief Executive Officer

                          Barnwell Industries, Inc.
                       1100 Alakea Street, Suite 2900
                         Honolulu, Hawaii 96813-2840
                         ---------------------------
                   (Name and address of agent for service)

                                 (808) 531-8400
        (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Floyd I. Wittlin, Esq.
                                Bingham Dana LLP
                                 399 Park Avenue
                          New York, New York 10022-4689
                                 (212) 318-7700

                         CALCULATION OF REGISTRATION FEE


                                   Proposed
   Title of                       Maximum       Proposed Maximum    Amount of
Securities to   Amount to be   Offering Price  Aggregate Offering  Registration
be Registered    Registered     Per Share (1)      Price (1)           Fee
-------------    -----------    -------------    --------------    ------------

Common Stock,    130,000 (2)      $20.35          $2,645,500        $661.36
par value $0.50      shares
   per share

                                       1
<PAGE>

(1) The proposed  maximum  aggregate  offering price,  estimated  solely for the
    purpose of calculating the registration  fee, has been computed  pursuant to
    Rule 457(h) promulgated under the Securities Act and is based on the average
    of the high and low prices of Barnwell Industries,  Inc.'s Common Stock, par
    value $0.50 per share (the "Common Stock"),  on May 10, 2002, as reported on
    the American Stock Exchange.

(2) Represents shares issuable under the Barnwell Industries, Inc. 1998 Stock
    Option Plan.

    PART I.      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


      The document or documents  containing the information  specified in Part I
are not required to be filed by Barnwell  Industries,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission") as part of this Form
S-8 Registration  Statement (the "Registration  Statement") pursuant to Rule 424
under the Securities Act.

    PART II.     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
            ---------------------------------------

      The following documents have been previously filed by the Company with the
Commission and are incorporated in this Registration Statement by reference:

           (a)    The Company's annual report on Form 10-KSB for the fiscal year
ended September 30, 2001, filed on December 18, 2001.

           (b)    All  other reports of  the Company  filed pursuant to  Section
13(a) or 15(d) of the  Securities  and  Exchange  Act  of 1934, as amended (the
"Exchange  Act") since the end of the fiscal year covered  by  the annual report
referenced in (a) above.

           (c)    The description of the Company's Common Stock contained in its
Registration  Statement on  Form 8-C,  effective  August 3, 1965  including  any
amendments or reports filed for the purpose of updating that description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Exchange Act after the
date of this Registration  Statement and prior to such time as the Company files
a post-effective  amendment to this Registration  Statement  indicating that all
securities  offered  hereby  have  been  sold,  or  which  deregisters  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES
            -------------------------

      Not applicable.

                                       2
<PAGE>

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
            --------------------------------------

      Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

      The Company's Certificate of Incorporation  provides that the Company will
indemnify  each  director of the Company in  accordance  with Section 145 of the
General  Corporation  Law of the State of Delaware  (the  "Delaware  Law").  The
Company's  Amended and Restated By-Laws provide for the  indemnification  of the
officers and directors of the Company to the full extent permitted by applicable
law.

      Section  145 of the  Delaware  Law  empowers  a  Delaware  corporation  to
indemnify  any  persons who are, or are  threatened  to be made,  parties to any
threatened,  pending or  completed  action,  suit,  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of such  corporation),  by  reason of the fact  that  such  person  was an
officer or director of such corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided that such officer or director acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct  was  unlawful.  A  Delaware  corporation  may  indemnify  officers  and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the  corporation
in the  performance  of his duty.  Where an officer or director is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred in connection therewith.

      In addition,  in  accordance  with  Section 102 of the  Delaware  Law, the
Certificate of  Incorporation  of the Company  contains a provision to limit the
personal  liability  of the  directors  of the Company for  violations  of their
fiduciary  duty.  This provision  eliminates  each  director's  liability to the
Company or its  stockholders  for monetary  damages except (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) under Section 174 of the Delaware Law providing
for liability of directors for unlawful  payment of dividends or unlawful  stock
purchases  or  redemption,  or (iv) for any  transaction  from  which a director
derived  an  improper  personal  benefit.  The  effect of this  provision  is to
eliminate  the  personal  liability  of  the  directors  to the  Company  or its
stockholders  for  monetary  damages  for  actions  involving  a breach of their
fiduciary duty of care, including any such actions involving gross negligence.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
            -----------------------------------

      Not Applicable.

ITEM 8.     EXHIBITS
            --------

      The following  exhibits are filed (except  where  otherwise  indicated) as
part of this Registration Statement:

Exhibit No.                              Description
-----------                              -----------

4.1         Barnwell Industries, Inc. 1998 Employee Stock Option Plan.

5.1         Opinion of Bingham Dana LLP.

                                       3
<PAGE>

23.1        Consent of KPMG LLP.

23.2        Consent of Bingham Dana LLP (included in the opinion filed as
            Exhibit 5.1).

24.1        Power of Attorney (set forth on signature page).


ITEM 9.     UNDERTAKINGS
            ------------

            The undersigned small business issuer hereby undertakes:

                     (1)     To file,  during  any period  in which it offers or
                             sells  securities,  a post-effective  amendment  to
                             this  registration    statement   to  include   any
                             additional  or  changed  material   information  on
                             the  plan  of distribution.

                     (2)     For  determining  liability  under  the  Securities
            Act,  treat each  post-effective  amendment  as  a new  registration
            statement  of  the  securities  offered,  and  the offering  of  the
            securities at that time to be the initial bona fide offering.

                     (3)     File a  post-effective  amendment  to  remove  from
            registration any of the securities that remain  unsold at the end of
            the offering.

                                       4
<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Honolulu,  State of Hawaii,  on this 7th day of
March, 2002.

                                          BARNWELL INDUSTRIES, INC.


                                          By:   /s/ Morton H. Kinzler
                                                ---------------------
                                                Morton H. Kinzler
                                                Chairman of the Board,
                                                President and Chief Executive
                                                Officer



                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  hereby  appoints  Morton H.  Kinzler,  Russell M.  Gifford,  Alexander C.
Kinzler,  each of them severally,  acting alone and without the other,  his true
and lawful  attorney-in-fact  with the  authority to execute in the name of each
such person, and to file with the Securities and Exchange  Commission,  together
with any exhibits thereto and other documents therewith,  any and all amendments
(including  without limitation  post-effective  amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the  Registrant to comply
with the Securities  Act of 1933, as amended,  and any rules,  regulations,  and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments  may make such other  changes in the  Registration  Statement  as the
aforesaid attorney-in-fact executing the same deems appropriate.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

Signature                           Title                       Date

                                    Chairman of the Board,
/s/ Morton H. Kinzler               President and Chief         March 8, 2002
---------------------               Executive Officer and
Morton H. Kinzler                   Director

/s/ Russell M. Gifford              Executive Vice President,
----------------------              Chief Financial Officer     March 20, 2002
Russell M. Gifford                  and Treasurer

/s/ Alexander C. Kinzler            Executive Vice President,
------------------------            Secretary and Director      March 8, 2002
Alexander C. Kinzler

/s/ Martin Anderson                 Director                    March 18, 2002
-------------------
Martin Anderson

/s/ Murray C. Gardner               Director                    March 21, 2002
---------------------
Murray C. Gardner

/s/ Erik Hazelhoff-Roelfzema        Director                    March 21, 2002
----------------------------
Erik Hazelhoff-Roelfzema

                                       5
<PAGE>


/s/ Alan D. Hunter                  Director                     April 1, 2002
------------------
Alan D. Hunter

/s/ Daniel Jacobson                 Director                    March 29, 2002
-------------------
Daniel Jacobson

/s/ Terry Johnston                  Director                    March 19, 2002
------------------
Terry Johnston

                                       6
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                                Description
-----------                                -----------
4.1         Barnwell Industries, Inc. 1998 Stock Option Plan.

5.1         Opinion of Bingham Dana LLP.

23.1        Consent of KPMG LLP.

23.2        Consent of Bingham Dana LLP (included in the opinion filed as
            Exhibit 5.1).

24.1        Power of Attorney (set forth on signature page).

                                       7
<PAGE>


                                                               Exhibit 4.1

                            BARNWELL INDUSTRIES, INC.
                             1998 STOCK OPTION PLAN

            1.    Purpose.  Barnwell  Industries, Inc., a  Delaware  corporation
(the  "Company"),  intends  that this 1998 Stock  Option Plan (the  "Plan") will
provide  incentive to executive  officers of the Company  (which for purposes of
the Plan shall include its  wholly-owned  subsidiaries) to continue and increase
their  efforts  to  improve  operating  results,  to remain in the employ of the
Company and to have greater financial  interest in the Company through ownership
of its Common Stock.

            2.    Administration.  The Board  of Directors  of the Company or  a
committee (the  "Committee"),  consisting of no fewer than two directors who are
appointed by the Board of Directors,  shall  administer  the Plan. The Committee
shall have full power to construe and  interpret  the Plan and to establish  and
amend  rules  and  regulations  for its  administration.  All  action  taken and
decisions  made by the  Committee  pursuant  to the  Plan  shall  be  final  and
conclusive.  As used herein, the word "Committee" shall be deemed to include the
Board of Directors, whether or not a committee shall have been appointed.

            3.    Eligibility.  Persons  eligible  to  receive  options shall be
executive  officers  regularly  providing  services  to  the  Company.   Nothing
contained  in the Plan shall be deemed to require the  Company to  continue  the
employment of, or any other contractual arrangement with, any optionee.

            4     Stock Subject to the Plan. Stock to be offered under the  Plan
shall be shares of the Company's Common Stock,  par value $.50 per share,  which
may be authorized but unissued shares or shares acquired by the Company and held
in its treasury,  as the Board of Directors may determine.  Subject to Section 6
of the Plan,  not more than  130,000  shares  of Common  Stock  shall be sold on
exercise of options  granted under the Plan.  For purposes of the Plan, the term
"Common  Stock"  includes any stock into which such Common Stock shall have been
changed or any stock resulting from any reclassification of such Common Stock.

            5.    Award of Options.  The Committee may, in its discretion, grant
options  under the Plan from time to time prior to the  expiration  of ten years
from the date on which the Company's  Board of Directors  adopts this Plan.  The
Committee may grant options effective as of any date within such ten-year period
as is specified by the Committee in the Stock Option Agreement (defined below in
Section 7(1)) relating to such options.  However, the Committee may not grant an
incentive  stock option,  as described in Section 8, if the grant of such option
would  violate  the  requirement  of Section  8(a).  The  shares  covered by the
unexercised  portion of any terminated or expired options shall become available
again for the grant of options under the Plan.

            6.    Adjustments.

           (a)    Subject to  any  required action  by the  stockholders  of the
Company,  in the event that the outstanding shares of Common Stock are hereafter
increased or decreased  or changed into or exchanged  for a different  number or
kind of shares or other  securities of the Company or of another  corporation by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock split,  combination of shares,  share  dividends or the
sale of additional  shares or conversion  of  securities  convertible  into such
shares the Committee shall adjust the number and kind of shares for the purchase
of which options may be granted under the Plan and the number and kind of shares
as to which outstanding options, or portions thereof then unexercised,  shall be
exercisable.  In any such case,  the  Committee  shall make such  adjustment  in
outstanding  options  without  change  in  the  total  price  applicable  to the
unexercised  portion of the option and with a  corresponding  adjustment  in the
option price per share.

                                       8
<PAGE>

           (b)    Should  the  Company  sell  all or  substantially  all of  its
assets and  discontinue  its  business,  or merge or  consolidate  with  another
entity, or liquidate or dissolve in connection with those events,  then, in lieu
of its  obligation  under Section 6(a), the Company's  Board of Directors  shall
amend or adjust both the Plan and  outstanding  options so as to  terminate  the
Plan completely, or to continue the Plan with respect to the exercise of options
which were exercisable or became  exercisable at the date the Board of Directors
adopted the plan of sale,  merger,  consolidation,  or liquidation.  In any such
case, however, each optionee will be given either (i) a reasonable time in which
to exercise his options (to the extent  possible under the options' terms as set
forth in Section 7(c)) before the effectiveness of the sale and discontinuation,
merger  consolidation  or  liquidation,  or (ii) the  right to  obtain,  for his
payment  of the  option  price,  an  equivalent  amount of any  securities  such
optionee would have been entitled to obtain in consequence of that event, had he
exercised his options (to the extent  possible  under the options'  terms as set
forth in Section 7(c)) immediately before the plan of sale and  discontinuation,
merger, consolidation, or liquidation was adopted.

           (c)    Should  the  Company  be  recapitalized in  a  transaction not
covered  by  Section  6(a) by the  issuance  of any other  class or  classes  of
securities in exchange for Common Stock,  the Board of Directors shall amend the
Plan and  outstanding  options to reflect an equivalent  number of units of such
securities  as being  subject  to the Plan and such  options  and to  reflect an
adjusted option price per unit of such securities as would equitably be obtained
in accordance with the terms otherwise applicable to the actual exchange.

           (d)    Neither Section 6(b) nor 6(c)  will  require  the  Company  to
issue any  fractional  share  under  the Plan or upon  exercise  of  outstanding
options;  and any amount  payable  for  option  exercise  will be  appropriately
reduced in respect of any such fractional shares otherwise required by operation
of those Sections, but not issued by reason of this Section 6(d).

            7.    Terms of Option.  Except to  the extent  Section  8(b)  hereof
may otherwise  require with respect to incentive  stock options to be granted to
any  person  who  immediately  before  the  grant  of such  option  owns  shares
representing  more than 10% of the total combined voting power of all classes of
shares of the Company or any  subsidiary,  all  options  under the Plan shall be
subject  to  the  following  conditions  and to  such  other  conditions  as the
Committee and the optionee may agree:

           (a)    Option  Term.  No  option   granted  under  the  Plan will  be
exercisable  earlier  than the date six months  following  the date on which the
option is  granted or after the  expiration  of ten years from the date on which
the option is granted.

           (b)    Option Exercise Price. The exercise price of an option granted
hereunder  shall be equal to the Closing Price (as  hereinafter  defined) of the
Company's  Common Stock on the trading day prior to the date on which the option
is granted (the "Option Price"); provided,  however, if on the date on which the
option is granted  the  Company's  Common  Stock is not  listed on any  national
securities  exchange or quoted on an automated  quotation system of a registered
securities  association,  the Option  Price shall be the fair value per share of
the Common Stock as  determined  in good faith and on a reasonable  basis by the
Board of Directors of the Company (the "Fair Market Value").

           (c)    Vesting Schedule.  Options granted shall become exercisable at
such times and in such amounts as set forth below:

                     (i)     25% of the options granted shall become exercisable
                 on the first anniversary of the date of grant of such options.

                     (ii)    25% of the options granted shall become exercisable
                 on the second anniversary of the date of grant of such options.

                                       9
<PAGE>

                     (iii)   25% of the options granted shall become exercisable
                 on the third anniversary of the date of grant of such options.

                     (iv)    25% of the options granted shall become exercisable
                 on the fourth anniversary of the date of grant of such options.

      Notwithstanding the preceding  sentence,  no incentive stock option may be
granted that would cause the limits of Section 8(a) to be exceeded  with respect
to an optionee. The Committee, in its sole discretion, may prescribe a different
vesting  schedule  for any  incentive  stock  option  granted  under the Plan if
necessary to prevent the option from violating the requirements of Section 8(a).
However,  in no event shall any option become exercisable  earlier than the date
six months following the date on which the option is granted.

           (d)    Certain Definitions.  For  purposes of the Plan, the following
terms shall have the meanings set forth below:

                     (i)     "Cause",  with  respect  to  the  termination of an
                 optionee's   employment   by   the  Company,   shall  mean  (A)
                 commission of a significant act  of dishonesty or deceit in the
                 performance  of the   optionee's  duties  to the  Company;  (B)
                 willful  failure by the   optionee in any way to  substantially
                 perform  his duties to  the  Company  (unless  such  failure is
                 curable and is cured  within  twelve   days after the  optionee
                 receives written notice of such failure);  or (C) conviction of
                 a felony,  other than a felony predicated  upon the optionee' s
                 vicarious liability;


                     (ii)    "Closing  Price"  shall mean  (i) the closing  sale
                 price of the Company's  Common Stock on any national securities
                 exchange  on  which   the  Company's   Common  Stock  shall  be
                 registered and listed  or (ii) if the Company's Common Stock is
                 traded in the  over-the-counter market and quoted on the NASDAQ
                 Stock Market's  National Market ("NASDAQ-NM"), the closing sale
                 price  of  the  Common  Stock  on  NASDAQ-NM  or  (iii)  if the
                 Company's  Common Stock  shall not at the time be listed on any
                 such  exchange  or quoted  on  NASDAQ-NM,  but is traded in the
                 over-the-counter  market and quoted on  an automated  quotation
                 system of  a  registered  securities  association,  the closing
                 price for  such stock, as quoted on such system; and

                     (iii)   "Disability", with respect to the termination of an
                 optionee's   employment   by  the  Company,   shall   mean  the
                 optionee's  physical or mental inability,  for a  substantially
                 consecutive  period  of one  hundred  eighty  (180) days in any
                 consecutive  twelve (12) month  period,  to render the services
                 to be performed by him for the Company.

      When an  installment of options has become  exercisable,  the optionee may
exercise  that  installment,  in  whole or in  part,  at any  time  prior to the
expiration or  termination  of the options.  Subject to Section 7(a) of the Plan
and,  in the case of  incentive  stock  options,  subject to Section  8(a),  the
Committee may accelerate the time at which outstanding options may be exercised.

      Notwithstanding  any schedule for vesting  stated above or other  exercise
schedule or entitlement which effectively  precludes full and immediate exercise
of the related option,  any option will become  immediately  exercisable in full
upon the occurrence of the  optionee's  death,  Disability,  termination of such
optionee  by the  Company  without  Cause  or a  determination  by the  Board of
Directors  that immediate  exercisability  would be in the best interests of the
Company and advisable for protection of the rights  intended to be granted under
the option,  provided  that,  in the case of an  incentive  stock  option,  such
acceleration would not cause the limits of Section 8(a) to be violated.

                                       10
<PAGE>

           (e)    Exercise of Options.  Only the  optionee to  whom the  Company
has granted  such rights or his  guardian or legal  representative  may exercise
options.  Shares may be  purchased  from time to time on the exercise of options
only by sending a written notice of election to exercise in the form attached to
the Stock  Option  Agreement,  together  with full  payment of the option  price
therefor, to the Secretary of the Company (i) in cash (or an equivalent check or
other form of payment acceptable to the Company), or (ii) if the Committee shall
approve in its sole  discretion,  other  Common  Stock of the Company  currently
registered in the name of, or beneficially  owned by, the holder and surrendered
in due form for transfer to the Company. In the case of payment in the Company's
Common Stock,  such stock shall be valued at the Closing Price as of the date of
surrender of the Common  Stock (or if no Closing  Price was  available  for such
date,  on the next  preceding  day for  which a Closing  Price  was  available);
provided, however, if on the date of surrender the Company's Common Stock is not
listed on any national  securities  exchange or quoted on an automated quotation
system of a registered securities  association,  then such stock shall be valued
at its then Fair Market Value.

           (f)    Termination  of Options.  Subject to Section  7(c)  hereof, if
an optionee  ceases to be employed by the Company for any reason,  the  exercise
period for all options  theretofore  granted to him shall  expire  three  months
after his employment terminates and the number of shares into which such options
are exercisable  will be limited to the number of shares into which such options
were  exercisable by him on the date he ceased to be employed,  except that: (i)
if an optionee is terminated for Cause, all unexercised  options shall terminate
automatically  on notice of termination  and (ii) if the  optionee's  employment
shall  have  been  terminated  because  of his  Disability  or death  or, if the
optionee  shall  have  died  during  the  three  month   immediately   following
termination of his employment  (other that  termination for Cause),  the options
theretofore  granted to him may be  exercised by the optionee or, in the case of
death,  by the estate of the  optionee or by a person who  acquired the right to
exercise such options by bequest,  inheritance  or by reason of the death of the
optionee,  at any time within twelve months after the  optionee's  Disability or
death.  Notwithstanding the provisions of this Section 7(f), nothing herein will
extend the terms of the options specified in Section 7(a) of the Plan.

           (g)    Payment of Taxes. Upon settlement  of any options, it shall be
a condition  to the  obligation  of the  Company  that the  optionee  pay to the
Company such amount as the Company may request for the purpose of satisfying its
liability to withhold federal, state or local income or other taxes.

           (h)    Applicable Regulations.  The Company shall not be obligated to
sell or issue any shares upon exercise of any option if the exercise  thereof or
the delivery of shares thereunder would constitute a violation of any federal or
state securities law or listing requirements of any national securities exchange
or automated  quotation system of a registered  securities  association on which
Common Stock may be listed or quoted.

           (i)    Purchase for  Investment.  In the event  that the  Company has
not  registered  the shares with  respect to which  options are being  exercised
under the Securities Act of 1933, as amended, each optionee electing to purchase
such shares will be required to represent  that he is acquiring  such shares for
investment  purposes  only  and  not  with a view to the  sale  or  distribution
thereof,  and to make such  other  representations  as are deemed  necessary  by
counsel to the Company.  Stock certificates  evidencing such unregistered shares
acquired upon exercise of options  shall bear a  restrictive  legend  stating as
follows:

      THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE PLEDGED OR HYPOTHECATED AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT
OF 1933 OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT  REGISTRATION

                                       11
<PAGE>

IS NOT REQUIRED UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY
SUCH A LEGEND IS NOT NECESSARY.

           (j)    Rights as a Stockholder.  The optionee shall have no rights as
a stockholder  with respect to any shares covered by an option until the date of
issuance of a stock certificate for such shares. Without limiting the foregoing,
the Company shall make no adjustment for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.

           (k)    Transfer of Option.  A stock option shall not  be transferable
other than by will or by the laws of descent and distribution.

           (l)    Form of Option. Options  shall be  evidenced  by Stock  Option
Agreements ("Stock Option Agreements") in such form as shall not be inconsistent
with the Plan.  Any Stock  Option  Agreement  entered into  pursuant  hereto may
contain such other terms, provisions and conditions not inconsistent herewith as
shall be determined by the Committee.

            8.    Incentive Stock Options. Options granted  under the Plan to an
employee of the Company or any  subsidiary  may be incentive  stock  options (as
defined under Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code")) or  nonstatutory  stock options,  as determined by the Committee at the
time of grant of an option and subject to the  applicable  provisions of Section
422 of the Code and the regulations promulgated thereunder.

           (a)    Limit.  No  incentive  stock  option  may  be  granted  to  an
optionee if the Closing  Price in the  aggregate  at the date of grant of shares
with respect to which such option would first become exercisable in any calendar
year,  when added to the Closing  Price in the aggregate at the date of grant of
any other shares with respect to which an incentive stock option granted to such
optionee under this plan (or any other incentive stock option plan maintained by
the Company or any subsidiary) first becomes  exercisable in such calendar year,
would exceed $100,000.

           (b)    10%  Stockholder.  In the case of  an incentive  stock  option
granted to an optionee who,  immediately  before the grant of such option,  owns
shares  representing  more than 10% of the total  combined  voting  power of all
classes of the shares of the Company, in no event shall the Option Price be less
than 110% of the  Closing  Price (as  defined in  Section  7(b) of the Plan) per
share of Common Stock on the date of grant, nor shall the option by its terms be
exercisable more than 5 years after the date such option is granted.

            9.    Use of Proceeds.  Proceeds from the sale of Common Stock under
the Plan shall be added to the general funds of the Company.

            10.   Indemnification  of  Committee.   In  addition  to  such other
rights of  indemnification as they may have as members of the Board of Directors
or as members of the Committee,  the Company shall  indemnify the members of the
Committee  against  all  costs  and  expenses  reasonably  incurred  by  them in
connection with any action,  suit or proceeding to which they or any of them may
be  party  to by  reason  of any  action  taken or  failure  to act  under or in
connection  with the Plan or any award  made  under the Plan,  and  against  all
amounts paid by them in satisfaction  of a judgment in any such action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution  of any such action,  suit or proceeding,  a Committee  member shall
notify the Company in writing,  giving the  Company an  opportunity,  at its own
expense,  to handle and defend the same before such Committee member  undertakes
to handle it on his own behalf.

            11.   Successors in Interest. The Plan may be adopted and  continued
by any successor or successors of the Company, whether by merger, consolidation,

                                       12
<PAGE>

sale of  assets  or  otherwise.  Whether  or not  the  Plan  is so  adopted  and
continued,  the  obligations of the Company under the Plan shall be binding upon
any such successor or successors,  and for this purpose reference in the Plan to
the Company shall be deemed to include any such successors.

            12.   Amendment or  Termination  of the Plan. The Board of Directors
may in its  discretion  terminate  the Plan with respect to any shares for which
options  have not  theretofore  been  granted.  The Board of  Directors  and the
Committee  shall  have the right to alter or amend the Plan or any part  thereof
from time to time; provided,  however, no change which would impair the right of
an optionee may be made in any options theretofore granted,  without the consent
of such  optionee;  and  provided,  further,  that the Board of Directors or the
Committee may not, without  appropriate  approval of not less than a majority of
the shares of Common Stock (or other  voting  stock  entitled to vote thereon at
the time  outstanding)  present in person or by proxy at a meeting of holders of
such shares,  alter or modify the Plan so as to increase  the maximum  amount of
Common Stock which may be issued under the Plan,  extend the term of the Plan or
options granted thereunder,  reduce the price at which options may be granted or
exercised, or change the eligibility requirements for participation in the Plan.

            13.   Expenses. The Company shall bear the expenses of administering
the Plan, other than taxes or similar charges payable by any optionee.

            14.   Effective Date.  The Plan  shall be effective upon the date on
which  the  Board of  Directors  adopts  the Plan.  However,  the Plan  shall be
effective  only if approved by the  stockholders  of the Company  within  twelve
months of the date the Plan is adopted by the Board of  Directors,  and  options
granted prior to the date of such stockholder  approval shall lapse and be of no
further force or effect if such approval is not obtained.

            15.   Funding.    Anything   herein   contained   to   the  contrary
notwithstanding,  the  Company  shall not be required to set aside any amount at
any time to fund any  obligations  of the  Company to make any  payments  to any
optionee.

            16.   Right to Discharge Reserved. Nothing in the Plan shall  confer
upon an optionee or any other person the right to continue in the  employment of
the  Company or any  subsidiary  or affect  any right  that the  Company or such
subsidiary  may have to terminate  the  employment  of the optionee or any other
person.

            17.   Governing Law.  All questions pertaining to the  construction,
validity and effect of the Plan,  or to the rights of any person under the Plan,
shall be determined in accordance with the laws of the State of New York.

                                       13
<PAGE>


                                                                   EXHIBIT 5.1

                                Bingham Dana LLP
                                 399 Park Avenue
                             New York, NY 10022-4689

May 15, 2002



Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813-2840


Dear Sir or Madam:



      We have  acted as  counsel  for  Barnwell  Industries,  Inc.,  a  Delaware
corporation  (the  "Company"),  in connection  with the  Company's  Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about May 15, 2002 (the "Registration Statement").

      The  Registration  Statement  covers the registration of 130,000 shares of
Common Stock,  $0.50 par value per share ("Common  Stock"),  of the Company (the
"Shares"),  which are to be issued by the Company upon exercise of stock options
to be issued pursuant to the Barnwell  Industries,  Inc. 1998 Stock Option Plan,
as amended (the "Plan").

      In connection with this opinion, we have examined the following documents:

           (a)    the Plan;

           (b)    a  certificate  of  the Secretary  of State  of the  State  of
Delaware as to the good standing of the Company;

           (c)    copies,  certified  by  the Secretary of State of the State of
Delaware, of the Company's Certificate of Incorporation on file in the office of
the Secretary of State;

           (d)    a certificate  executed  by  the  an  officer  of the Company,
certifying  as to,  and  attaching  copies  of,  the  Company's  Certificate  of
Incorporation as amended,  the Company's Amended and Restated By-Laws, the Plan,
and certain resolutions of the Company's Board of Directors authorizing the Plan
and the issuance of Shares thereunder; and

           (e)    a certificate executed by an officer of the Company certifying
as to the number of shares of Common Stock  issued,  and the number of shares of
Common Stock reserved for issuance.

            This opinion is based entirely on our review of the documents listed
in the  preceding  paragraph,  and we have made no other  documentary  review or
investigation  of any kind  whatsoever  for  purposes  of this  opinion.  In our
examination,  we have assumed the genuineness of all signatures,  the conformity
to the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original  documents reviewed by us in original or copy form,
and the legal  competence of each individual  executing any document.  As to all
matters  of  fact  (including  factual  conclusions  and  characterizations  and
descriptions  of  purpose,  intention  or other  state  of mind) we have  relied

                                       14
<PAGE>

entirely upon certificates of officers of the Company, and have assumed, without
independent inquiry, the accuracy of those certificates.

      We  further  assume,  without  investigation,  that (a) all  options  with
respect to the Shares have been or will be granted in accordance  with the terms
of the Plan,  that all Shares issued upon  exercise of options  granted or to be
granted pursuant to the Plan will be issued in accordance with the terms of such
Plan and that the purchase  price of all Shares will be greater than or equal to
the par value per share of the Shares; (b) upon issuance of the Shares under the
Plan, the Company will have a sufficient  number of authorized  shares of Common
Stock  reserved  for the  issuance of the Shares;  and (c) prior to the dates of
issuance of the Shares,  no change occurs in the applicable law or the pertinent
facts.

      Subject to the limitations set forth below, we have made such  examination
of law as we have  deemed  necessary  for the  purposes  of this  opinion.  This
opinion is limited solely to the Delaware General  Corporation Law as applied by
courts located in Delaware.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares,  when issued and  delivered  upon the  exercise of options  duly granted
pursuant to the Plan and against the payment of the  purchase  price  therefore,
will be validly issued, fully paid, and non-assessable.

      We express no opinion as to the effect of events occurring,  circumstances
arising,  or changes of law  becoming  effective  or  occurring,  after the date
hereof  on the  matters  addressed  in this  opinion  letter,  and we  assume no
responsibility  to inform you of additional or changed facts, or changes in law,
of which we may become aware.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder.

                                          Very truly yours,

                                          /s/ Bingham Dana LLP

                                          BINGHAM DANA LLP


                                       15
<PAGE>

                                                                    EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Barnwell Industries, Inc.:

We consent to the incorporation by reference in this  Registration  Statement of
Barnwell  Industries,  Inc.  on Form S-8 of our report  dated  December 4, 2001,
appearing in the Annual Report on Form 10-KSB of Barnwell  Industries,  Inc. for
the fiscal year ended September 30, 2001.

/s/ KPMG LLP

Honolulu, Hawaii
May 14, 2002
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "BARNWELL'S S-8", "secsgml_size_bytes": 45276}]
{"company-data": {"conformed-name": "BARNWELL INDUSTRIES INC", "cik": "0000010048", "assigned-sic": "1311", "irs-number": "720496921", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88380", "film-number": "02654113"}, "business-address": {"street1": "1100 ALAKEA ST.", "street2": "SUITE 2900", "city": "HONOLULU", "state": "HI", "zip": "96813", "phone": "808-531-8400"}, "mail-address": {"street1": "1100 ALAKEA ST.", "street2": "SUITE 2900", "city": "HONOLULU", "state": "HI", "zip": "96813"}, "former-company": [{"former-conformed-name": "BMA CORP/TN", "date-changed": "19770324"}, {"former-conformed-name": "BARNWELL OFFSHORE INC", "date-changed": "19671101"}]}
As filed with the Securities and Exchange Commission on May 16, 2002
                                                        Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                          THE SECURITIES ACT OF 1933

                          Barnwell Industries, Inc.
            (Exact name of Registrant as specified in its charter)

                 Delaware                               72-0496921
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

      1100 Alakea Street, Suite 2900, Honolulu, Hawaii        96813-2840
          (Address of Principal Executive Offices)            (Zip Code)

               Barnwell Industries, Inc. 1998 Stock Option Plan
               ------------------------------------------------
                           (Full title of the plan)

                                Morton H. Kinzler
                                -----------------
         Chairman of the Board, President and Chief Executive Officer

                          Barnwell Industries, Inc.
                       1100 Alakea Street, Suite 2900
                         Honolulu, Hawaii 96813-2840
                         ---------------------------
                   (Name and address of agent for service)

                                 (808) 531-8400
        (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Floyd I. Wittlin, Esq.
                                Bingham Dana LLP
                                 399 Park Avenue
                          New York, New York 10022-4689
                                 (212) 318-7700

                         CALCULATION OF REGISTRATION FEE

                                   Proposed
   Title of                       Maximum       Proposed Maximum    Amount of
Securities to   Amount to be   Offering Price  Aggregate Offering  Registration
be Registered    Registered     Per Share (1)      Price (1)           Fee
-------------    -----------    -------------    --------------    ------------

Common Stock,    130,000 (2)      $20.35          $2,645,500        $661.36
par value $0.50      shares
   per share

                                       1
(1) The proposed  maximum  aggregate  offering price,  estimated  solely for the
    purpose of calculating the registration  fee, has been computed  pursuant to
    Rule 457(h) promulgated under the Securities Act and is based on the average
    of the high and low prices of Barnwell Industries,  Inc.'s Common Stock, par
    value $0.50 per share (the "Common Stock"),  on May 10, 2002, as reported on
    the American Stock Exchange.

(2) Represents shares issuable under the Barnwell Industries, Inc. 1998 Stock
    Option Plan.

    PART I.      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document or documents  containing the information  specified in Part I
are not required to be filed by Barnwell  Industries,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission") as part of this Form
S-8 Registration  Statement (the "Registration  Statement") pursuant to Rule 424
under the Securities Act.

    PART II.     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
            ---------------------------------------

      The following documents have been previously filed by the Company with the
Commission and are incorporated in this Registration Statement by reference:

           (a)    The Company's annual report on Form 10-KSB for the fiscal year
ended September 30, 2001, filed on December 18, 2001.

           (b)    All  other reports of  the Company  filed pursuant to  Section
13(a) or 15(d) of the  Securities  and  Exchange  Act  of 1934, as amended (the
"Exchange  Act") since the end of the fiscal year covered  by  the annual report
referenced in (a) above.

           (c)    The description of the Company's Common Stock contained in its
Registration  Statement on  Form 8-C,  effective  August 3, 1965  including  any
amendments or reports filed for the purpose of updating that description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Exchange Act after the
date of this Registration  Statement and prior to such time as the Company files
a post-effective  amendment to this Registration  Statement  indicating that all
securities  offered  hereby  have  been  sold,  or  which  deregisters  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES
            -------------------------

      Not applicable.

                                       2
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
            --------------------------------------

      Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

      The Company's Certificate of Incorporation  provides that the Company will
indemnify  each  director of the Company in  accordance  with Section 145 of the
General  Corporation  Law of the State of Delaware  (the  "Delaware  Law").  The
Company's  Amended and Restated By-Laws provide for the  indemnification  of the
officers and directors of the Company to the full extent permitted by applicable
law.

      Section  145 of the  Delaware  Law  empowers  a  Delaware  corporation  to
indemnify  any  persons who are, or are  threatened  to be made,  parties to any
threatened,  pending or  completed  action,  suit,  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of such  corporation),  by  reason of the fact  that  such  person  was an
officer or director of such corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided that such officer or director acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct  was  unlawful.  A  Delaware  corporation  may  indemnify  officers  and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the  corporation
in the  performance  of his duty.  Where an officer or director is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred in connection therewith.

      In addition,  in  accordance  with  Section 102 of the  Delaware  Law, the
Certificate of  Incorporation  of the Company  contains a provision to limit the
personal  liability  of the  directors  of the Company for  violations  of their
fiduciary  duty.  This provision  eliminates  each  director's  liability to the
Company or its  stockholders  for monetary  damages except (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) under Section 174 of the Delaware Law providing
for liability of directors for unlawful  payment of dividends or unlawful  stock
purchases  or  redemption,  or (iv) for any  transaction  from  which a director
derived  an  improper  personal  benefit.  The  effect of this  provision  is to
eliminate  the  personal  liability  of  the  directors  to the  Company  or its
stockholders  for  monetary  damages  for  actions  involving  a breach of their
fiduciary duty of care, including any such actions involving gross negligence.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
            -----------------------------------

      Not Applicable.

ITEM 8.     EXHIBITS
            --------

      The following  exhibits are filed (except  where  otherwise  indicated) as
part of this Registration Statement:

Exhibit No.                              Description
-----------                              -----------

4.1         Barnwell Industries, Inc. 1998 Employee Stock Option Plan.

5.1         Opinion of Bingham Dana LLP.

                                       3
23.1        Consent of KPMG LLP.

23.2        Consent of Bingham Dana LLP (included in the opinion filed as
            Exhibit 5.1).

24.1        Power of Attorney (set forth on signature page).

ITEM 9.     UNDERTAKINGS
            ------------

            The undersigned small business issuer hereby undertakes:

                     (1)     To file,  during  any period  in which it offers or
                             sells  securities,  a post-effective  amendment  to
                             this  registration    statement   to  include   any
                             additional  or  changed  material   information  on
                             the  plan  of distribution.

                     (2)     For  determining  liability  under  the  Securities
            Act,  treat each  post-effective  amendment  as  a new  registration
            statement  of  the  securities  offered,  and  the offering  of  the
            securities at that time to be the initial bona fide offering.

                     (3)     File a  post-effective  amendment  to  remove  from
            registration any of the securities that remain  unsold at the end of
            the offering.

                                       4
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Honolulu,  State of Hawaii,  on this 7th day of
March, 2002.

                                          BARNWELL INDUSTRIES, INC.

                                          By:   /s/ Morton H. Kinzler
                                                ---------------------
                                                Morton H. Kinzler
                                                Chairman of the Board,
                                                President and Chief Executive
                                                Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  hereby  appoints  Morton H.  Kinzler,  Russell M.  Gifford,  Alexander C.
Kinzler,  each of them severally,  acting alone and without the other,  his true
and lawful  attorney-in-fact  with the  authority to execute in the name of each
such person, and to file with the Securities and Exchange  Commission,  together
with any exhibits thereto and other documents therewith,  any and all amendments
(including  without limitation  post-effective  amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the  Registrant to comply
with the Securities  Act of 1933, as amended,  and any rules,  regulations,  and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments  may make such other  changes in the  Registration  Statement  as the
aforesaid attorney-in-fact executing the same deems appropriate.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

Signature                           Title                       Date

                                    Chairman of the Board,
/s/ Morton H. Kinzler               President and Chief         March 8, 2002
---------------------               Executive Officer and
Morton H. Kinzler                   Director

/s/ Russell M. Gifford              Executive Vice President,
----------------------              Chief Financial Officer     March 20, 2002
Russell M. Gifford                  and Treasurer

/s/ Alexander C. Kinzler            Executive Vice President,
------------------------            Secretary and Director      March 8, 2002
Alexander C. Kinzler

/s/ Martin Anderson                 Director                    March 18, 2002
-------------------
Martin Anderson

/s/ Murray C. Gardner               Director                    March 21, 2002
---------------------
Murray C. Gardner

/s/ Erik Hazelhoff-Roelfzema        Director                    March 21, 2002
----------------------------
Erik Hazelhoff-Roelfzema

                                       5
/s/ Alan D. Hunter                  Director                     April 1, 2002
------------------
Alan D. Hunter

/s/ Daniel Jacobson                 Director                    March 29, 2002
-------------------
Daniel Jacobson

/s/ Terry Johnston                  Director                    March 19, 2002
------------------
Terry Johnston

                                       6
EXHIBIT INDEX

Exhibit No.                                Description
-----------                                -----------
4.1         Barnwell Industries, Inc. 1998 Stock Option Plan.

5.1         Opinion of Bingham Dana LLP.

23.1        Consent of KPMG LLP.

23.2        Consent of Bingham Dana LLP (included in the opinion filed as
            Exhibit 5.1).

24.1        Power of Attorney (set forth on signature page).

                                       7
Exhibit 4.1

                            BARNWELL INDUSTRIES, INC.
                             1998 STOCK OPTION PLAN

            1.    Purpose.  Barnwell  Industries, Inc., a  Delaware  corporation
(the  "Company"),  intends  that this 1998 Stock  Option Plan (the  "Plan") will
provide  incentive to executive  officers of the Company  (which for purposes of
the Plan shall include its  wholly-owned  subsidiaries) to continue and increase
their  efforts  to  improve  operating  results,  to remain in the employ of the
Company and to have greater financial  interest in the Company through ownership
of its Common Stock.

            2.    Administration.  The Board  of Directors  of the Company or  a
committee (the  "Committee"),  consisting of no fewer than two directors who are
appointed by the Board of Directors,  shall  administer  the Plan. The Committee
shall have full power to construe and  interpret  the Plan and to establish  and
amend  rules  and  regulations  for its  administration.  All  action  taken and
decisions  made by the  Committee  pursuant  to the  Plan  shall  be  final  and
conclusive.  As used herein, the word "Committee" shall be deemed to include the
Board of Directors, whether or not a committee shall have been appointed.

            3.    Eligibility.  Persons  eligible  to  receive  options shall be
executive  officers  regularly  providing  services  to  the  Company.   Nothing
contained  in the Plan shall be deemed to require the  Company to  continue  the
employment of, or any other contractual arrangement with, any optionee.

            4     Stock Subject to the Plan. Stock to be offered under the  Plan
shall be shares of the Company's Common Stock,  par value $.50 per share,  which
may be authorized but unissued shares or shares acquired by the Company and held
in its treasury,  as the Board of Directors may determine.  Subject to Section 6
of the Plan,  not more than  130,000  shares  of Common  Stock  shall be sold on
exercise of options  granted under the Plan.  For purposes of the Plan, the term
"Common  Stock"  includes any stock into which such Common Stock shall have been
changed or any stock resulting from any reclassification of such Common Stock.

            5.    Award of Options.  The Committee may, in its discretion, grant
options  under the Plan from time to time prior to the  expiration  of ten years
from the date on which the Company's  Board of Directors  adopts this Plan.  The
Committee may grant options effective as of any date within such ten-year period
as is specified by the Committee in the Stock Option Agreement (defined below in
Section 7(1)) relating to such options.  However, the Committee may not grant an
incentive  stock option,  as described in Section 8, if the grant of such option
would  violate  the  requirement  of Section  8(a).  The  shares  covered by the
unexercised  portion of any terminated or expired options shall become available
again for the grant of options under the Plan.

            6.    Adjustments.

           (a)    Subject to  any  required action  by the  stockholders  of the
Company,  in the event that the outstanding shares of Common Stock are hereafter
increased or decreased  or changed into or exchanged  for a different  number or
kind of shares or other  securities of the Company or of another  corporation by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock split,  combination of shares,  share  dividends or the
sale of additional  shares or conversion  of  securities  convertible  into such
shares the Committee shall adjust the number and kind of shares for the purchase
of which options may be granted under the Plan and the number and kind of shares
as to which outstanding options, or portions thereof then unexercised,  shall be
exercisable.  In any such case,  the  Committee  shall make such  adjustment  in
outstanding  options  without  change  in  the  total  price  applicable  to the
unexercised  portion of the option and with a  corresponding  adjustment  in the
option price per share.

                                       8
(b)    Should  the  Company  sell  all or  substantially  all of  its
assets and  discontinue  its  business,  or merge or  consolidate  with  another
entity, or liquidate or dissolve in connection with those events,  then, in lieu
of its  obligation  under Section 6(a), the Company's  Board of Directors  shall
amend or adjust both the Plan and  outstanding  options so as to  terminate  the
Plan completely, or to continue the Plan with respect to the exercise of options
which were exercisable or became  exercisable at the date the Board of Directors
adopted the plan of sale,  merger,  consolidation,  or liquidation.  In any such
case, however, each optionee will be given either (i) a reasonable time in which
to exercise his options (to the extent  possible under the options' terms as set
forth in Section 7(c)) before the effectiveness of the sale and discontinuation,
merger  consolidation  or  liquidation,  or (ii) the  right to  obtain,  for his
payment  of the  option  price,  an  equivalent  amount of any  securities  such
optionee would have been entitled to obtain in consequence of that event, had he
exercised his options (to the extent  possible  under the options'  terms as set
forth in Section 7(c)) immediately before the plan of sale and  discontinuation,
merger, consolidation, or liquidation was adopted.

           (c)    Should  the  Company  be  recapitalized in  a  transaction not
covered  by  Section  6(a) by the  issuance  of any other  class or  classes  of
securities in exchange for Common Stock,  the Board of Directors shall amend the
Plan and  outstanding  options to reflect an equivalent  number of units of such
securities  as being  subject  to the Plan and such  options  and to  reflect an
adjusted option price per unit of such securities as would equitably be obtained
in accordance with the terms otherwise applicable to the actual exchange.

           (d)    Neither Section 6(b) nor 6(c)  will  require  the  Company  to
issue any  fractional  share  under  the Plan or upon  exercise  of  outstanding
options;  and any amount  payable  for  option  exercise  will be  appropriately
reduced in respect of any such fractional shares otherwise required by operation
of those Sections, but not issued by reason of this Section 6(d).

            7.    Terms of Option.  Except to  the extent  Section  8(b)  hereof
may otherwise  require with respect to incentive  stock options to be granted to
any  person  who  immediately  before  the  grant  of such  option  owns  shares
representing  more than 10% of the total combined voting power of all classes of
shares of the Company or any  subsidiary,  all  options  under the Plan shall be
subject  to  the  following  conditions  and to  such  other  conditions  as the
Committee and the optionee may agree:

           (a)    Option  Term.  No  option   granted  under  the  Plan will  be
exercisable  earlier  than the date six months  following  the date on which the
option is  granted or after the  expiration  of ten years from the date on which
the option is granted.

           (b)    Option Exercise Price. The exercise price of an option granted
hereunder  shall be equal to the Closing Price (as  hereinafter  defined) of the
Company's  Common Stock on the trading day prior to the date on which the option
is granted (the "Option Price"); provided,  however, if on the date on which the
option is granted  the  Company's  Common  Stock is not  listed on any  national
securities  exchange or quoted on an automated  quotation system of a registered
securities  association,  the Option  Price shall be the fair value per share of
the Common Stock as  determined  in good faith and on a reasonable  basis by the
Board of Directors of the Company (the "Fair Market Value").

           (c)    Vesting Schedule.  Options granted shall become exercisable at
such times and in such amounts as set forth below:

                     (i)     25% of the options granted shall become exercisable
                 on the first anniversary of the date of grant of such options.

                     (ii)    25% of the options granted shall become exercisable
                 on the second anniversary of the date of grant of such options.

                                       9
(iii)   25% of the options granted shall become exercisable
                 on the third anniversary of the date of grant of such options.

                     (iv)    25% of the options granted shall become exercisable
                 on the fourth anniversary of the date of grant of such options.

      Notwithstanding the preceding  sentence,  no incentive stock option may be
granted that would cause the limits of Section 8(a) to be exceeded  with respect
to an optionee. The Committee, in its sole discretion, may prescribe a different
vesting  schedule  for any  incentive  stock  option  granted  under the Plan if
necessary to prevent the option from violating the requirements of Section 8(a).
However,  in no event shall any option become exercisable  earlier than the date
six months following the date on which the option is granted.

           (d)    Certain Definitions.  For  purposes of the Plan, the following
terms shall have the meanings set forth below:

                     (i)     "Cause",  with  respect  to  the  termination of an
                 optionee's   employment   by   the  Company,   shall  mean  (A)
                 commission of a significant act  of dishonesty or deceit in the
                 performance  of the   optionee's  duties  to the  Company;  (B)
                 willful  failure by the   optionee in any way to  substantially
                 perform  his duties to  the  Company  (unless  such  failure is
                 curable and is cured  within  twelve   days after the  optionee
                 receives written notice of such failure);  or (C) conviction of
                 a felony,  other than a felony predicated  upon the optionee' s
                 vicarious liability;

                     (ii)    "Closing  Price"  shall mean  (i) the closing  sale
                 price of the Company's  Common Stock on any national securities
                 exchange  on  which   the  Company's   Common  Stock  shall  be
                 registered and listed  or (ii) if the Company's Common Stock is
                 traded in the  over-the-counter market and quoted on the NASDAQ
                 Stock Market's  National Market ("NASDAQ-NM"), the closing sale
                 price  of  the  Common  Stock  on  NASDAQ-NM  or  (iii)  if the
                 Company's  Common Stock  shall not at the time be listed on any
                 such  exchange  or quoted  on  NASDAQ-NM,  but is traded in the
                 over-the-counter  market and quoted on  an automated  quotation
                 system of  a  registered  securities  association,  the closing
                 price for  such stock, as quoted on such system; and

                     (iii)   "Disability", with respect to the termination of an
                 optionee's   employment   by  the  Company,   shall   mean  the
                 optionee's  physical or mental inability,  for a  substantially
                 consecutive  period  of one  hundred  eighty  (180) days in any
                 consecutive  twelve (12) month  period,  to render the services
                 to be performed by him for the Company.

      When an  installment of options has become  exercisable,  the optionee may
exercise  that  installment,  in  whole or in  part,  at any  time  prior to the
expiration or  termination  of the options.  Subject to Section 7(a) of the Plan
and,  in the case of  incentive  stock  options,  subject to Section  8(a),  the
Committee may accelerate the time at which outstanding options may be exercised.

      Notwithstanding  any schedule for vesting  stated above or other  exercise
schedule or entitlement which effectively  precludes full and immediate exercise
of the related option,  any option will become  immediately  exercisable in full
upon the occurrence of the  optionee's  death,  Disability,  termination of such
optionee  by the  Company  without  Cause  or a  determination  by the  Board of
Directors  that immediate  exercisability  would be in the best interests of the
Company and advisable for protection of the rights  intended to be granted under
the option,  provided  that,  in the case of an  incentive  stock  option,  such
acceleration would not cause the limits of Section 8(a) to be violated.

                                       10
(e)    Exercise of Options.  Only the  optionee to  whom the  Company
has granted  such rights or his  guardian or legal  representative  may exercise
options.  Shares may be  purchased  from time to time on the exercise of options
only by sending a written notice of election to exercise in the form attached to
the Stock  Option  Agreement,  together  with full  payment of the option  price
therefor, to the Secretary of the Company (i) in cash (or an equivalent check or
other form of payment acceptable to the Company), or (ii) if the Committee shall
approve in its sole  discretion,  other  Common  Stock of the Company  currently
registered in the name of, or beneficially  owned by, the holder and surrendered
in due form for transfer to the Company. In the case of payment in the Company's
Common Stock,  such stock shall be valued at the Closing Price as of the date of
surrender of the Common  Stock (or if no Closing  Price was  available  for such
date,  on the next  preceding  day for  which a Closing  Price  was  available);
provided, however, if on the date of surrender the Company's Common Stock is not
listed on any national  securities  exchange or quoted on an automated quotation
system of a registered securities  association,  then such stock shall be valued
at its then Fair Market Value.

           (f)    Termination  of Options.  Subject to Section  7(c)  hereof, if
an optionee  ceases to be employed by the Company for any reason,  the  exercise
period for all options  theretofore  granted to him shall  expire  three  months
after his employment terminates and the number of shares into which such options
are exercisable  will be limited to the number of shares into which such options
were  exercisable by him on the date he ceased to be employed,  except that: (i)
if an optionee is terminated for Cause, all unexercised  options shall terminate
automatically  on notice of termination  and (ii) if the  optionee's  employment
shall  have  been  terminated  because  of his  Disability  or death  or, if the
optionee  shall  have  died  during  the  three  month   immediately   following
termination of his employment  (other that  termination for Cause),  the options
theretofore  granted to him may be  exercised by the optionee or, in the case of
death,  by the estate of the  optionee or by a person who  acquired the right to
exercise such options by bequest,  inheritance  or by reason of the death of the
optionee,  at any time within twelve months after the  optionee's  Disability or
death.  Notwithstanding the provisions of this Section 7(f), nothing herein will
extend the terms of the options specified in Section 7(a) of the Plan.

           (g)    Payment of Taxes. Upon settlement  of any options, it shall be
a condition  to the  obligation  of the  Company  that the  optionee  pay to the
Company such amount as the Company may request for the purpose of satisfying its
liability to withhold federal, state or local income or other taxes.

           (h)    Applicable Regulations.  The Company shall not be obligated to
sell or issue any shares upon exercise of any option if the exercise  thereof or
the delivery of shares thereunder would constitute a violation of any federal or
state securities law or listing requirements of any national securities exchange
or automated  quotation system of a registered  securities  association on which
Common Stock may be listed or quoted.

           (i)    Purchase for  Investment.  In the event  that the  Company has
not  registered  the shares with  respect to which  options are being  exercised
under the Securities Act of 1933, as amended, each optionee electing to purchase
such shares will be required to represent  that he is acquiring  such shares for
investment  purposes  only  and  not  with a view to the  sale  or  distribution
thereof,  and to make such  other  representations  as are deemed  necessary  by
counsel to the Company.  Stock certificates  evidencing such unregistered shares
acquired upon exercise of options  shall bear a  restrictive  legend  stating as
follows:

      THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE PLEDGED OR HYPOTHECATED AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT
OF 1933 OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT  REGISTRATION

                                       11
IS NOT REQUIRED UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY
SUCH A LEGEND IS NOT NECESSARY.

           (j)    Rights as a Stockholder.  The optionee shall have no rights as
a stockholder  with respect to any shares covered by an option until the date of
issuance of a stock certificate for such shares. Without limiting the foregoing,
the Company shall make no adjustment for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.

           (k)    Transfer of Option.  A stock option shall not  be transferable
other than by will or by the laws of descent and distribution.

           (l)    Form of Option. Options  shall be  evidenced  by Stock  Option
Agreements ("Stock Option Agreements") in such form as shall not be inconsistent
with the Plan.  Any Stock  Option  Agreement  entered into  pursuant  hereto may
contain such other terms, provisions and conditions not inconsistent herewith as
shall be determined by the Committee.

            8.    Incentive Stock Options. Options granted  under the Plan to an
employee of the Company or any  subsidiary  may be incentive  stock  options (as
defined under Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code")) or  nonstatutory  stock options,  as determined by the Committee at the
time of grant of an option and subject to the  applicable  provisions of Section
422 of the Code and the regulations promulgated thereunder.

           (a)    Limit.  No  incentive  stock  option  may  be  granted  to  an
optionee if the Closing  Price in the  aggregate  at the date of grant of shares
with respect to which such option would first become exercisable in any calendar
year,  when added to the Closing  Price in the aggregate at the date of grant of
any other shares with respect to which an incentive stock option granted to such
optionee under this plan (or any other incentive stock option plan maintained by
the Company or any subsidiary) first becomes  exercisable in such calendar year,
would exceed $100,000.

           (b)    10%  Stockholder.  In the case of  an incentive  stock  option
granted to an optionee who,  immediately  before the grant of such option,  owns
shares  representing  more than 10% of the total  combined  voting  power of all
classes of the shares of the Company, in no event shall the Option Price be less
than 110% of the  Closing  Price (as  defined in  Section  7(b) of the Plan) per
share of Common Stock on the date of grant, nor shall the option by its terms be
exercisable more than 5 years after the date such option is granted.

            9.    Use of Proceeds.  Proceeds from the sale of Common Stock under
the Plan shall be added to the general funds of the Company.

            10.   Indemnification  of  Committee.   In  addition  to  such other
rights of  indemnification as they may have as members of the Board of Directors
or as members of the Committee,  the Company shall  indemnify the members of the
Committee  against  all  costs  and  expenses  reasonably  incurred  by  them in
connection with any action,  suit or proceeding to which they or any of them may
be  party  to by  reason  of any  action  taken or  failure  to act  under or in
connection  with the Plan or any award  made  under the Plan,  and  against  all
amounts paid by them in satisfaction  of a judgment in any such action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution  of any such action,  suit or proceeding,  a Committee  member shall
notify the Company in writing,  giving the  Company an  opportunity,  at its own
expense,  to handle and defend the same before such Committee member  undertakes
to handle it on his own behalf.

            11.   Successors in Interest. The Plan may be adopted and  continued
by any successor or successors of the Company, whether by merger, consolidation,

                                       12
sale of  assets  or  otherwise.  Whether  or not  the  Plan  is so  adopted  and
continued,  the  obligations of the Company under the Plan shall be binding upon
any such successor or successors,  and for this purpose reference in the Plan to
the Company shall be deemed to include any such successors.

            12.   Amendment or  Termination  of the Plan. The Board of Directors
may in its  discretion  terminate  the Plan with respect to any shares for which
options  have not  theretofore  been  granted.  The Board of  Directors  and the
Committee  shall  have the right to alter or amend the Plan or any part  thereof
from time to time; provided,  however, no change which would impair the right of
an optionee may be made in any options theretofore granted,  without the consent
of such  optionee;  and  provided,  further,  that the Board of Directors or the
Committee may not, without  appropriate  approval of not less than a majority of
the shares of Common Stock (or other  voting  stock  entitled to vote thereon at
the time  outstanding)  present in person or by proxy at a meeting of holders of
such shares,  alter or modify the Plan so as to increase  the maximum  amount of
Common Stock which may be issued under the Plan,  extend the term of the Plan or
options granted thereunder,  reduce the price at which options may be granted or
exercised, or change the eligibility requirements for participation in the Plan.

            13.   Expenses. The Company shall bear the expenses of administering
the Plan, other than taxes or similar charges payable by any optionee.

            14.   Effective Date.  The Plan  shall be effective upon the date on
which  the  Board of  Directors  adopts  the Plan.  However,  the Plan  shall be
effective  only if approved by the  stockholders  of the Company  within  twelve
months of the date the Plan is adopted by the Board of  Directors,  and  options
granted prior to the date of such stockholder  approval shall lapse and be of no
further force or effect if such approval is not obtained.

            15.   Funding.    Anything   herein   contained   to   the  contrary
notwithstanding,  the  Company  shall not be required to set aside any amount at
any time to fund any  obligations  of the  Company to make any  payments  to any
optionee.

            16.   Right to Discharge Reserved. Nothing in the Plan shall  confer
upon an optionee or any other person the right to continue in the  employment of
the  Company or any  subsidiary  or affect  any right  that the  Company or such
subsidiary  may have to terminate  the  employment  of the optionee or any other
person.

            17.   Governing Law.  All questions pertaining to the  construction,
validity and effect of the Plan,  or to the rights of any person under the Plan,
shall be determined in accordance with the laws of the State of New York.

                                       13
EXHIBIT 5.1

                                Bingham Dana LLP
                                 399 Park Avenue
                             New York, NY 10022-4689

May 15, 2002

Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813-2840

Dear Sir or Madam:

      We have  acted as  counsel  for  Barnwell  Industries,  Inc.,  a  Delaware
corporation  (the  "Company"),  in connection  with the  Company's  Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about May 15, 2002 (the "Registration Statement").

      The  Registration  Statement  covers the registration of 130,000 shares of
Common Stock,  $0.50 par value per share ("Common  Stock"),  of the Company (the
"Shares"),  which are to be issued by the Company upon exercise of stock options
to be issued pursuant to the Barnwell  Industries,  Inc. 1998 Stock Option Plan,
as amended (the "Plan").

      In connection with this opinion, we have examined the following documents:

           (a)    the Plan;

           (b)    a  certificate  of  the Secretary  of State  of the  State  of
Delaware as to the good standing of the Company;

           (c)    copies,  certified  by  the Secretary of State of the State of
Delaware, of the Company's Certificate of Incorporation on file in the office of
the Secretary of State;

           (d)    a certificate  executed  by  the  an  officer  of the Company,
certifying  as to,  and  attaching  copies  of,  the  Company's  Certificate  of
Incorporation as amended,  the Company's Amended and Restated By-Laws, the Plan,
and certain resolutions of the Company's Board of Directors authorizing the Plan
and the issuance of Shares thereunder; and

           (e)    a certificate executed by an officer of the Company certifying
as to the number of shares of Common Stock  issued,  and the number of shares of
Common Stock reserved for issuance.

            This opinion is based entirely on our review of the documents listed
in the  preceding  paragraph,  and we have made no other  documentary  review or
investigation  of any kind  whatsoever  for  purposes  of this  opinion.  In our
examination,  we have assumed the genuineness of all signatures,  the conformity
to the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original  documents reviewed by us in original or copy form,
and the legal  competence of each individual  executing any document.  As to all
matters  of  fact  (including  factual  conclusions  and  characterizations  and
descriptions  of  purpose,  intention  or other  state  of mind) we have  relied

                                       14
entirely upon certificates of officers of the Company, and have assumed, without
independent inquiry, the accuracy of those certificates.

      We  further  assume,  without  investigation,  that (a) all  options  with
respect to the Shares have been or will be granted in accordance  with the terms
of the Plan,  that all Shares issued upon  exercise of options  granted or to be
granted pursuant to the Plan will be issued in accordance with the terms of such
Plan and that the purchase  price of all Shares will be greater than or equal to
the par value per share of the Shares; (b) upon issuance of the Shares under the
Plan, the Company will have a sufficient  number of authorized  shares of Common
Stock  reserved  for the  issuance of the Shares;  and (c) prior to the dates of
issuance of the Shares,  no change occurs in the applicable law or the pertinent
facts.

      Subject to the limitations set forth below, we have made such  examination
of law as we have  deemed  necessary  for the  purposes  of this  opinion.  This
opinion is limited solely to the Delaware General  Corporation Law as applied by
courts located in Delaware.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares,  when issued and  delivered  upon the  exercise of options  duly granted
pursuant to the Plan and against the payment of the  purchase  price  therefore,
will be validly issued, fully paid, and non-assessable.

      We express no opinion as to the effect of events occurring,  circumstances
arising,  or changes of law  becoming  effective  or  occurring,  after the date
hereof  on the  matters  addressed  in this  opinion  letter,  and we  assume no
responsibility  to inform you of additional or changed facts, or changes in law,
of which we may become aware.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder.

                                          Very truly yours,

                                          /s/ Bingham Dana LLP

                                          BINGHAM DANA LLP

                                       15
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Barnwell Industries, Inc.:

We consent to the incorporation by reference in this  Registration  Statement of
Barnwell  Industries,  Inc.  on Form S-8 of our report  dated  December 4, 2001,
appearing in the Annual Report on Form 10-KSB of Barnwell  Industries,  Inc. for
the fiscal year ended September 30, 2001.

/s/ KPMG LLP

Honolulu, Hawaii
May 14, 2002