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BERRY
PETROLEUM COMPANY
1999
Broadway, Suite 3700
Denver,
Colorado 80202
February
26, 2009
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Withdrawal
of Post-Effective Amendment to Registration Statement on Form S-3
Ladies
and Gentlemen:
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
POSASR.
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
LLP.
Sincerely,
BERRY
PETROLEUM COMPANY
By: /s/ Shawn M.
Canaday______
By: Shawn
M. Canaday
Title: Vice
President and Controller
Cc: Laura
K. McAvoy
Kelly B. Rose
HOU03:1191973.1