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SEC FORM 4 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 		 
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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*
CRAWFORD GEORGE T
(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)
VP of CA Production
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2008
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 1,491 D
Class A Common Stock 03/31/2008 J V 51(9) A $0 2,417 I Held in 401(k) Plan
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 12-6-02 $8.25 12/06/2003 12/06/2012 Class A Common Stock 30,000 30,000 D
Nonstatutory Stock Option 12-05-03 $9.97 12/05/2004 12/05/2013 Class A Common Stock 40,000 40,000 D
Nonstatutory Stock Option 11-23-04 $21.58 11/23/2005 11/23/2014 Class A Common Stock 40,000 40,000 D
Nonstatutory Stock Option 12-15-05 $30.645 12/15/2006 12/15/2015 Class A Common Stock 20,000 20,000 D
2005 Restricted Stock Units $0(1) (2) (3) Class A Common Stock 2,500 2,500 D
Nonstatutory Stock Option 12-15-06 $32.565 12/15/2007 12/14/2016 Class A Common Stock 20,000 20,000 D
2006 Restricted Stock Units $0(4) (5) (6) Class A Common Stock 4,500 4,500 D
2007 Restricted Stock Unit $0 (7) 12/13/2017(8) Class A Common Stock 4,759 4,759 D
NSO 2007 $43.61 12/14/2008 12/13/2017 Class A Common Stock 14,279 14,279 D
Explanation of Responses:
1. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
2. 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.
3. 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.
4. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
5. 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.
6. 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.
7. 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.
8. 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.
9. Shares of Common Stock acquired by the reporting person in the Company's 401(k) Plan. All transactions were at market and were non-discretionary.
Kenneth A Olson under POA for George Crawford 04/02/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

     Known all by these present, that the undersigned hereby constitutes
and appointsthe Corporate Secretary or any Assistant Corporate Secretary,
as duly appointed by the Board of Directors from time to time for Berry
Petroleum Company, as the undersigned's true and lawful attorney-in-fact
to:

1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Berry Petroleum Company
(the "Company"), Form 3, 4, 5, and Form 144 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, 5, and Form 144 and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or
similar authority; and

3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-
in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934 and further acknowledges that the undersigned remains solely
responsible for the facts disclosed in any such form.

This Power of Attorney shall remain in full force and effect until the
expiration date noted below or until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of securities issued or interest in securities to be issued by
the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14 day of December 2007.

/s/ G. Timothy Crawford
      Signature


  01/15/2010      		G. Timothy Crawford
Expiration Date                    Print Name