Broadway, Suite 3700
and Exchange Commission
of Corporate Finance
of Post-Effective Amendment to Registration Statement on Form S-3
Pursuant to Rule 477(a) under the
Securities Act of 1933, as amended, Berry Petroleum Company, a Delaware
corporation (the “Company”), hereby requests the immediate withdrawal of its
Amendment No. 1 to S-3 Registration Statement (Accession No.
0000778438-09-000010, File No. 333-157507), which was filed with the Commission
on February 25, 2009 (the “Amendment”).
The Amendment was filed inadvertently
by the Company using the submission type S-3 rather than POSASR. No
securities have been sold pursuant to the Amendment. Accordingly, the
Company hereby requests the immediate withdrawal of the Amendment and has
re-filed the post-effective amendment under the submission type
If you have any questions or concerns
with regard to any of the foregoing, please contact Kelly Rose (713) 229-1796 of
Baker Botts L.L.P or Laura McAvoy (805) 418-3115 of Musick, Peeler & Garrett
By: /s/ Shawn M.
President and Controller
Kelly B. Rose