UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2010

BERRY PETROLEUM COMPANY

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (303) 999-4400

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

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

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

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

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

Item 2.02  Results of Operations and Financial Condition

On October 26, 2010 Berry Petroleum Company issued a news release announcing its financial and operational results for the third quarter ended September 30, 2010. These results are discussed in the news release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 - - News Release by Berry Petroleum Company dated October 26, 2010 titled “Berry Petroleum Announces Results for Third Quarter of 2010” announcing the Registrant’s results for the third quarter ended September 30, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: October 26, 2010

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Exhibit 99.1

Berry Petroleum Announces Results for Third Quarter of 2010

Denver, Colorado. — (BUSINESS WIRE) — October 26, 2010 — Berry Petroleum Company (NYSE:BRY) reported a net loss of $3 million, or $0.06 per diluted share, for the third quarter of 2010.  Oil and gas revenues were $152 million during the quarter from production of 33,867 BOED. Discretionary cash flow for the quarter totaled $95 million.

The net income for the quarter was affected by a non-cash loss on hedges which decreased net income by approximately $24 million, or $0.44 per diluted share for an adjusted third quarter net income of $21 million, or $0.38 per diluted share.

For the third quarter of 2010 and the second quarter of 2010, average net production in BOE per day was as follows:

Robert F. Heinemann, president and chief executive officer said, “Berry has delivered three important events since the close of the second quarter: the resumption of our development drilling program in our diatomite asset,  the launching of the full-field development of our McKittrick 21Z heavy oil property and the acquisition of additional assets in the Permian basin.   Our focus on managing operating costs along with continued lower natural gas prices allowed us to generate a corporate margin of approximately $31 per BOE during the quarter.  Production for the third quarter of 2010 was 33,867 BOED, 64% of which was oil production.  While diatomite production declined during the quarter as we completed our field optimization and prepared to resume drilling, we expect production to increase sequentially over the next three quarters and reach 5,000 barrels of oil per day in mid-2011.

Our Permian assets continue to deliver solid performance with production increasing 30% in the third quarter. Since entering the Permian basin in March of 2010, and assuming closing on our recently announced acquisition, Berry has now accumulated approximately 19,350 net acres in the Wolfberry trend.  The $313 million of acquisitions in 2010 will provide a five-year drilling inventory in the Wolfberry with 400 locations on forty-acre spacing and an additional 400 potential locations on twenty-acre spacing.

The Company’s capital budget for 2011 based on $75 WTI is expected to be between $375 million and $425 million and should be fully funded from cash flow, with 65% of expected 2011 oil production hedged.   Approximately 90% of the 2011 capital is expected to be directed towards the Company’s oil assets targeting oil production growth of at least 20%.  Berry expects its total average 2011 production to be between 37,000 and 39,000 BOED.  Of the expected 2011 production growth of approximately 15%, the acquired assets should contribute 6% with organic growth comprising 9%.  Production volumes are expected to be 70% oil, which should drive corporate operating margins to $33 per BOE.”

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Operational Update

Michael Duginski, executive vice president and chief operating officer, stated, “In the diatomite, average production declined from 2,730 BOED in the second quarter of 2010 to 2,290 BOED in the third quarter of 2010 as we completed our field optimization in preparation of the 2010 drilling program. With our next phase of development in the diatomite approved by regulators, we began drilling in October and have resumed normal steam injection levels which should allow production to exit 2010 at approximately 3,500 BOED. Our McKittrick 21Z pilot has performed above our expectations and we are moving forward with full field development and plan to drill approximately 50 wells there in 2011. We executed a three rig program in the Permian during the third quarter with well results in line with our expectations and production from the Permian assets averaged 1,340 BOED, up from 1,033 BOED in the second quarter. In the Uinta, we completed four Lake Canyon wells that were drilled earlier this year and are encouraged by the results. We have completed a total of six Haynesville horizontal wells in E. Texas and results continue to be in line with our expectations. While our East Texas and Piceance programs have delivered solid production performance during 2010, in 2011 we expect to defer drilling operations in East Texas and drill in the Piceance to hold acreage as we focus our capital program on our higher return oil projects.”

2010 Capital Update

The Company expects 2010 capital spending will range from $290 million to $310 million. Additional capital requirements are attributable to the expedited development of the Company’s diatomite asset, an incremental 14 wells in the Uinta basin and increased costs in the Company’s East Texas operations.

Explanation and Reconciliation of Non-GAAP Financial Measures

Discretionary Cash Flow

(1) Includes $60.5 million in total recoveries from the Flying J bankruptcy.

Reconciliation of Third Quarter Net Income

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Teleconference Call

An earnings conference call will be held Tuesday, October 26, 2010 at 11:00 a.m. Eastern Time (9:00 a.m. Mountain Time). Dial 1-800-591-6930 to participate, using passcode 67573152. International callers may dial 617-614-4908. For a digital replay available until November 2, 2010 dial 1-888-286-8010 (passcode 87381214). Listen live or via replay on the web at www.bry.com.

About Berry Petroleum Company

Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with operations in California, Colorado, Texas and Utah. The Company uses its web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.bry.com/index.php?page=investor.

Safe harbor under the “Private Securities Litigation Reform Act of 1995”

Any statements in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties. Words such as “should,” “estimate,” “expect,” “would,” “will,” “target,” “goal,” and forms of those words and others indicate forward-looking statements. These statements include but are not limited to forward-looking statements about acquisitions and the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, hedging activities, capital expenditure levels and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Important factors which could affect actual results are discussed in PART 1, Item 1A. Risk Factors of Berry’s 2009 Form 10-K filed with the Securities and Exchange Commission on February 25, 2010 under the heading “Other Factors Affecting the Company’s Business and Financial Results” in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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CONDENSED INCOME STATEMENTS

(In thousands, except per share data)

(unaudited)

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CONDENSED BALANCE SHEETS

(In thousands)

(unaudited)

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

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COMPARATIVE OPERATING STATISTICS

(unaudited)

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