SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DUGINSKI MICHAEL (Last) (First) (Middle) C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN (Street) BAKERSFIELD CA 93309 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BERRY PETROLEUM CO [ BRY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Oper. Officer & Exec. VP
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/14/2007		J(8)	V	10	D	$0	7,862	I	Held in 401(k) Plan
Class A Common Stock	12/15/2007		M(9)		2,500	A	$43.61	12,410	D
Class A Common Stock	12/15/2007		M(10)		2,500	A	$43.61	14,910	D
Class A Common Stock	12/15/2007		F(16)		1,788	D	$43.61	13,122	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonstatutory Stock Option	$7.445							02/01/2003	02/01/2012	Class A Common Stock	20,000		20,000	D
Nonstatutory Stock Option	$8.25							12/06/2003	12/06/2012	Class A Common Stock	30,000		30,000	D
Nonstatutory Stock Option	$9.97							12/05/2004	12/05/2013	Class A Common Stock	60,000		60,000	D
Nonstatutory Stock Option	$21.58							11/23/2005	11/23/2014	Class A Common Stock	70,000		70,000	D
Nonstatutory Stock Option	$30.645							12/15/2006	12/15/2015	Class A Common Stock	50,000		50,000	D
Nonstatutory Stock Option	$32.565							12/15/2007	12/14/2016	Class A Common Stock	56,000		56,000	D
2007 Restricted Stock Unit(1)	$0(2)	12/14/2007		M(3)		12,039		(4)	12/13/2017(5)	Class A Common Stock	12,039	$0	12,039	D
NSO 2007	$43.61	12/14/2007		M(6)		36,133		12/14/2008	12/13/2017	Class A Common Stock	36,133	$0(7)	36,133	D
2005 Restricted Stock Units(11)	$0(12)	12/15/2007		M(13)			2,500	(14)	(15)	Class A Common Stock	2,500	$43.61	5,000	D
2006 Restricted Stock Units(17)	$0(18)	12/15/2007		M(19)			2,500	(20)	(21)	Class A Common Stock	2,500	$43.61	7,500	D

Explanation of Responses:

1. 1 for 1

2. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock

3. Grant of Restricted Stock Unit (RSU) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant.

4. The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.

5. The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.

6. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.

7. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.

8. Changes in the number of shares of Common Stock held in the individuals 401(k) account due to required maintenance of cash position. All transactions were at market and non-discretionary.

9. Vested shares issued pursuant to Rule 16b-3 plan.

10. Vested shares issued pursuant to Rule 16b-3 plan.

11. 1 for 1

12. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock

13. Vesting of 25% of RSUs granted 12-15-2005

14. The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.

15. The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.

16. Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3.

17. 1 for 1

18. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock

19. Vesting of 25% of RSUs granted 12-15-2006

20. The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.

21. The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.

	Kenneth A Olson under POA for Michael Duginski	12/20/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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