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                     UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549
                      FORM 10-Q


[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.
   
For the quarterly period ended September 30, 1995

Commission file number 1-9735


                BERRY PETROLEUM COMPANY
          (Exact name of registrant as specified in its charter)


           DELAWARE                                        77-0079387   
(State or other jurisdiction of                         (I.R.S. Employer   
incorporation or organization)                         Identification No.)

28700 Hovey Hills Road, P.O. Bin X, Taft, California              93268   
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code         (805) 769-8811

Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report:

                                   NONE


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES  (X) NO (  )

     The number of shares of each of the registrant's classes of capital
stock outstanding as of September 30, 1995 was 21,033,065 shares of Class A
Common Stock ($.01 par value) and 898,892 shares of Class B Stock ($.01 par
value).  All of the Class B Stock is held by a shareholder who owns in excess of
5% of the outstanding stock of the registrant.






                          BERRY PETROLEUM COMPANY
                            SEPTEMBER 30, 1995
                                   INDEX






PART I. Financial Information                                      Page No.

Report of Independent Accountants . . . . . . . . . . . . . . . . . .  3

Item 1. Financial Statements

Condensed Balance Sheets at
 September 30, 1995 and December 31, 1994  . . . . . . . . . . . . . . 4

Condensed Statements of 
 Operations for the Three Month Periods
   Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . 5

Condensed Statements of
 Operations for the Nine Month Periods  
   Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . 6

Condensed Statements of
 Cash Flows for the Nine Month Periods
  Ended September 30, 1995 and 1994  . . . . . . . . . . . . . . . . . 7

Notes to Condensed Financial Statements . . . . . . . . . . . . . . .  8

Item 2. Management's Discussion and Analysis
 of Financial Condition and Results of Operations   . . . . . . . . .  9

PART II. Other Information

Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . 12

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12











                                     2


                     REPORT OF INDEPENDENT ACCOUNTANTS








To the Board of Directors
Berry Petroleum Company


We have reviewed the accompanying condensed balance sheet of Berry Petroleum
Company as of September 30, 1995, the condensed statements of operations for the
three and nine month periods ended September 30, 1995 and 1994, and the
condensed statements of cash flows for the nine month periods ended September
30, 1995 and 1994. These interim financial statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed financial statements for them to be
in conformity with generally accepted accounting principles.


/s/ COOPERS & LYBRAND L.L.P.

COOPERS & LYBRAND L.L.P.
Los Angeles, California
October 27, 1995














                                     3



                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                       Item I. Financial Statements
                         Condensed Balance Sheets
                  (In Thousands Except Share Information)

                                               September 30,     December 31,
                                                    1995             1994   
                                                (Unaudited)
          ASSETS
Current Assets:
  Cash and cash equivalents                      $   3,333        $   7,466
  Short-term investments - available for sale       22,699           27,617
  Accounts receivable                                8,318            9,471
  Prepaid expenses and other                         3,197            4,388
                                                 _________        _________
   Total current assets                             37,547           48,942

Oil and gas properties (successful efforts
 basis), buildings and equipment, net               77,476           66,915
Other assets                                           491            2,397
                                                 _________        _________
                                                 $ 115,514        $ 118,254
                                                 =========        =========
 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                               $   3,001        $   6,032
  Accrued liabilities                                4,576            4,637
                                                 _________        _________
   Total current liabilities                         7,577           10,669

Deferred income taxes                               17,425           18,953

Shareholders' equity:
 Preferred stock, $.01 par value; 2,000,000 shares
  authorized; no shares outstanding                    -                -   
 Capital stock, $.01 par value;      
  Class A Common Stock, 50,000,000 shares authorized;
   21,033,065 shares issued and outstanding at
   September 30, 1995 (21,033,169 at December
    31, 1994)                                          210              210
  Class B Stock, 1,500,000 shares authorized;
   898,892 shares issued and outstanding   
   (liquidation preference of $899)                      9                9
 Capital in excess of par value                     52,851           52,852
 Retained earnings                                  37,442           35,561
                                                 _________        _________
   Total shareholders' equity                       90,512           88,632    
                                                 _________        _________
                                                 $ 115,514        $ 118,254
                                                 =========        =========
  
The accompanying notes are an integral part of these financial statements.

                                     4



                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                       Item I. Financial Statements
                    Condensed Statements of Operations
           Three Month Periods Ended September 30, 1995 and 1994
                   (In Thousands Except Per Share Data)
                                (Unaudited)


                                                   1995            1994   

Revenues:
 Sales of oil and gas                           $ 12,159        $ 11,644       
 Interest and other income, net                      710             308        
                                                ________        ________       
                                                        
                                                  12,869          11,952
                                                ________        ________
Expenses:
 Operating costs                                   4,577           5,330 
 Depreciation, depletion and amortization          1,903           1,660 
 Dry hole and abandonment costs                      103              95 
 General and administrative                        1,091           1,039 
                                                ________        ________
                                                   7,674           8,124 
                                                ________        ________

Income before income taxes                         5,195           3,828
Provision for income taxes                         1,821           1,219
                                                ________        ________
Net income                                      $  3,374        $  2,609       
                                                ========        ========
 
Net income per share                            $    .16        $    .12
                                                ========        ========

Weighted average number of
 shares of capital stock used
 to calculate earnings per share                  21,932          21,932 
                                                ========        ========

Cash dividends per share                        $    .10        $    .10 
                                                ========        ========




The accompanying notes are an integral part of these financial statements.





                                     5



                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                        Item 1. Financial Statements
                     Condensed Statements of Operations
            Nine Month Periods Ended September 30, 1995 and 1994
                    (In Thousands Except Per Share Data)
                                 (Unaudited)
    

                                                   1995              1994

Revenues:
 Sales of oil and gas                            $ 35,024         $ 28,569
 Interest and other income, net                     1,800            1,040
                                                 ________         ________
                                                   36,824           29,609
                                                 ________         ________

Expenses:
 Operating costs                                   14,372           15,060
 Depreciation, depletion and amortization           5,180            5,609
 Dry hole and abandonment costs                       234            5,232
 Impairment of properties                             -              2,915
 Oil spill costs                                      -              1,344
 General and administrative                         3,456            3,724
                                                 ________         ________
                                                   23,242           33,884
                                                 ________         ________

Income (loss) before income taxes                  13,582           (4,275)
Provision (benefit) for income taxes                5,122           (1,621)
                                                 ________         ________
Net income (loss)                                $  8,460         $ (2,654)
                                                 ========         ========

Net income (loss) per share                      $    .39         $   (.12)
                                                 ========         ========

Weighted average number of
 shares of capital stock used
 to calculate earnings per share                   21,932           21,932
                                                 ========         ========

Cash dividends per share                         $    .30         $    .30
                                                 ========         ========
                                                   


The accompanying notes are an integral part of these financial statements.







                                     6

                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                       Item 1. Financial Statements
                    Condensed Statements of Cash Flows
           Nine Month Periods Ended September 30, 1995 and 1994
                              (In Thousands)
                                (Unaudited)
                                                    1995          1994  
Cash flows from operating activities:
 Net income (loss)                                $ 8,460       $(2,654)
 Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Depletion, depreciation and amortization         5,180         5,609 
   Dry hole, abandonment costs and property
     impairment                                        13         7,771
   Decrease in deferred income tax liability       (1,528)       (1,990)
   Other, net                                         (49)          186
                                                  ________      ________
    Net working capital provided by operating 
     activities                                    12,076         8,922

  Decrease in accounts receivable, prepaid  
   expenses and other                               2,344         5,493 
  Decrease in current liabilities                  (3,092)       (7,059) 
                                                  ________      ________
    Net cash provided by operating activities      11,328         7,356  

Cash flows from investing activities:
  Capital expenditures                            (13,779)       (4,121) 
  Maturities of short-term investments              7,932        28,740
  Purchase of short-term investments               (3,014)      (23,985)
  Other, net                                          (22)          -  
                                                  ________      ________
    Net cash provided by (used in) 
      investing activities                         (8,883)          634 

Cash flows from financing activities:
  Dividends paid                                   (6,578)       (6,580)       
                                                 _________       _______  
Net increase (decrease) in cash and cash
 equivalents                                       (4,133)        1,410   

Cash and cash equivalents at beginning of year      7,466         9,457 
                                                  ________      ________

Cash and cash equivalents at end of period        $ 3,333       $10,867
                                                  ========      ========

Supplemental disclosures of cash flow information:
 Income taxes paid                                $ 4,924        $   -         
                                                  ========      ========


The accompanying notes are an integral part of these financial statements.


                                     7       


                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                        Item 1. Financial Statements
                  Notes to Condensed Financial Statements
                             September 30, 1995
                                (Unaudited)

1.   All adjustments which are, in the opinion of management, necessary for
a fair presentation of the Company's financial position at September 30, 1995
and December 31, 1994 and results of operations and cash flows for the nine
month periods ended September 30, 1995 and 1994 and results of operations for
the three month periods ended September 30, 1995 and 1994 have been included. 
All such adjustments are of a normal recurring nature.  The results of
operations and cash flows are not necessarily indicative of the results for a
full year.

2.   The accompanying unaudited financial statements have been prepared on a
basis consistent with the accounting principles and policies reflected in the
December 31, 1994 financial statements.  The December 31, 1994 Form 10-K and the
Form 10-Q for the periods ended June 30 and March 31, 1995 should be read in
conjunction herewith.  The year-end condensed balance sheet was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles.

3.   The Company went to trial in April 1993 before the U.S. Tax Court on
certain unresolved federal tax issues relating to the years 1987 through 1989.
The Court's decision was rendered in May of this year, resulting in an
approximate $.5 million charge in the second quarter of 1995.  The Company is
pursuing the appeal of the Court's decision with respect to certain issues.

4.   On December 25, 1993, the Company experienced a crude oil spill on its
PRC 735 State lease located in the West Montalvo field in Ventura County,
California.  The spill required clean-up of the area directly around the pipe as
well as the nearby ocean and an agricultural runoff pond.  Working closely with
the United States Coast Guard, the California Department of Fish and Game, and
other regulatory agencies, the Company substantially completed the clean-up of
the spill in January 1994.  Certain United States and State of California
governmental authorities have been investigating the circumstances surrounding
the spill and related liability issues.  The Company negotiated a resolution of
the state criminal investigation for a total of $600,000 in August 1994.  There
is no final resolution regarding potential civil and federal criminal penalties,
if any, at this time.

     Management believes the Company has an adequate amount of insurance
coverage for the majority of the costs associated with the spill and has
received preliminary coverage letters from its insurance carriers tendering
coverage, subject to certain reservations.  Definitive determination will not
become known until some time in the future.  The Company estimates the total
cost of the spill, net of insurance reimbursement, to be a minimum of $3.3
million and a maximum of $5.1 million.  Since no other amount in the range is
more likely to occur, the minimum amount was expensed by the Company ($1.3
million in the second quarter of 1994 and $2 million in 1993).  The costs
incurred and estimated to be incurred in connection with the spill not yet paid
by the Company are included in accrued liabilities at September 30, 1995, and
the probable remaining minimum insurance reimbursement is included in accounts
receivable.  As of September 30, 1995, the Company had received approximately
$7.9 million under its insurance coverage as reimbursement for costs incurred
and paid by the Company associated with the spill.


                                     8

                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
               Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                            Results of Operations

     The Company had net income of $8.5 million for the nine months ended
September 30, 1995 ($.39 per share) compared to a net loss of $2.7 million for
the nine months ended September 30, 1994 ($.12 per share).  During the three
months ended September 30, 1995, the Company had net income of $3.4 million
($.16 per share), up 17% and 31%, respectively, from $2.9 million ($.13 per
share) in the second quarter of 1995 and $2.6 million ($.12 per share) in the
third quarter of 1994.

                                 Three Months Ended       Nine Months Ended

                            Sept 30,   Jun 30,   Sept 30,  Sept 30  Sept 30,
                              1995       1995      1994      1995     1994

Net production BOE/day       9,580       9,344     9,627     9,311    9,245
Average sales price/BOE     $13.75      $14.63    $13.06    $13.75   $11.20
Operating costs/BOE         $ 5.19      $ 5.80    $ 6.09    $ 5.65   $ 6.03
Depreciation/Depletion/BOE  $ 2.01      $ 1.71    $ 1.69    $ 1.88   $ 2.03

     Operating income from producing operations was $5.8 million in the third
quarter of 1995, down 5% from $6.1 million in the three months ended June 30,
1995, but up 21% from $4.8 million in the three months ended September 30, 1994.

     The Company experienced higher production volumes and lower operating costs
in the third quarter of 1995.  However, these improvements in income were offset
by weakening crude oil prices.  The average price received by the Company in the
third quarter was $13.75, down 6% from $14.63 in the second quarter of 1995, but
up 5% from $13.06 in the third quarter of 1994.  

     Oil and gas production of 9,580 BOE/day in the third quarter of 1995 was up
3% from 9,344 BOE/day in the second quarter of 1995, but down less than 1% from
9,627 BOE/day in the third quarter of 1994.  In the first quarter of 1995 the
Company initiated a 46 well drilling program on its Midway-Sunset properties
which was substantially completed by the end of the second quarter. These new
wells have reversed the declining production trend from our Midway- Sunset field
leases and increased production for the field by 130 BOE/day and 250 BOE/day,
respectively, compared to the three months ended June 30, 1995 and September 30,
1994.  

     The Company has also been successful in increasing production from its
Montalvo field due to the conversion to a long stroke rod pump system on certain
wells and the return to production of two wells on the PRC 735 lease. 
Production from these properties reached 1,348 BOE/day in September 1995, the
highest level attained since the second quarter of 1993.  For the three months
ended September 30, 1995, the field averaged 1,054 BOE/day, 27% higher than both
the 827 BOE/day average for the second quarter of 1995 and 831 BOE/day in the
third quarter of 1994.  

     These gains were partially offset by a decline in gas production from the
Company's properties since the third quarter of 1994 (by approximately 325
BOE/day) due to declining production from certain outside operated properties.

                                     9

     Operating costs per BOE for the quarter ended September 30, 1995 were
$5.19, down 11% and 15%, respectively, from $5.80 and $6.09 for the three month
periods ended June 30, 1995 and September 30, 1994.  The largest factor
contributing to the decline was lower steam costs caused by the purchase on
August 1, 1995 of the remaining 55% partnership interest in the cogeneration
plant which provides steam to the Company's homebase properties located in the
Midway-Sunset field.  Since this acquisition, the operating costs per BOE
(excluding DD&A) for the homebase properties declined 24% to approximately
$3.79/BOE compared to an average of $5.00/BOE incurred in the first seven months
of 1995.  Revenues generated by the sale of electricity from the cogeneration
plant are recorded as a reduction to operating costs.

     Dry hole and abandonment charges were $.1 million in the third quarter of
1995 which is comparable to amounts incurred in the second quarter of 1995 and
third quarter of 1994.  However, in the nine month period ended September 30,
1994, the Company recorded $5.2 million in dry hole and abandonment charges and
$2.9 million in impairment charges.  Also, during the second quarter of 1994,
the Company recorded a $1.3 million charge to operations related to the spill as
described in Part 1, Item 1, Note 4 of the Financial Statements.

     To protect the Company's revenues from potential price declines, effective
August 1, 1995, the Company entered into a bracketed zero cost collar hedge
contract related to approximately 21% of its crude production with a California
refiner.  The posted price of the Company's 13 degree API gravity crude oil was
used as the basis for the hedge.  There is no initial cost to the Company and
there will be no financial impact unless crude oil prices increase or decrease
significantly from current levels.

     Depreciation, depletion and amortization (DD&A) of $2.01 per BOE was up 18%
and 19% from $1.71 per BOE in the second quarter of 1995 and $1.69 per BOE in
the third quarter of 1994, respectively.  DD&A has increased compared to the
second quarter primarily due to depreciation related to the purchase of the
cogeneration facility and a higher depreciable basis of the Company's property
and equipment.

     General and administrative expenses were $1.1 million in the third quarter,
down 8% from $1.2 million in the second quarter of 1995 but up from $1.0 million
incurred in the three months ended September 30, 1994.  General and
administrative expenses for the nine months ended September 30, 1995 were $3.5
million, down 5% from $3.7 million in the first nine months of 1994.  The
Company's effective tax rate was 38% in the first nine months of 1995 compared
to a tax benefit of 38% in the first nine months of 1994.

                        Liquidity and Capital Resources

     Working capital at September 30, 1995 was $30.0 million, down 13% from
$34.3 million at June 30, 1995 and 22% from $38.3 million at December 31, 1994. 
Working capital provided by operations of $12.1 million for the first nine
months of 1995 was 36% higher than $8.9 million for the first nine months of
1994.  The primary reasons for the increase were higher oil prices, higher
production volumes and lower operating costs due to the purchase of the Berry
cogeneration facility.  Working capital, however, has declined in 1995 due to
capital expenditures of $13.8 million, which included the purchase of the
remaining 55% interest in the cogeneration facility for approximately $5.2
million.  In addition, the Company paid dividends of $6.6 million and
approximately $2.9 million in federal and state taxes and accrued interest
resulting from several decisions by the U.S. Tax Court against the Company.


                                    10
                               Future Developments

     The Company currently sells the electricity produced by its cogeneration
facility to a large California-based utility under a contract which determines
the electricity payment based upon electrical capacity and by energy provided. 
This contract will expire on January 15, 1997.  Under current law, the Company
has the right to enter into a similar contract upon expiration with the same
utility at the same energy payment but a lower capacity payment.  The Company is
analyzing its options with respect to future electricity sales. Management
believes that the current deregulation in the electrical utility industry
(currently targeted for 1998 in California) may provide unique opportunities for
the Company to maximize the benefits of its cogeneration facility.  However,
failure to achieve a similar or better contract than the existing contract, will
likely result in higher operating costs than exist currently.







































                                    11






Item 6. Exhibits and Reports on Form 8-K     

Exhibit 15 - Accountants' Awareness Letter

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 thereunto duly authorized.

BERRY PETROLEUM COMPANY



/s/ Jerry V. Hoffman                     
Jerry V. Hoffman
 President and
  Chief Executive Officer



/s/ Ralph J. Goehring                   
Ralph J. Goehring
 Chief Financial Officer
 (Principal Financial Officer)



/s/ Donald A. Dale                      
Donald A. Dale
 Controller
 (Principal Accounting Officer)



Date: October 30, 1995    














                                     




                                    12


                 EXHIBIT 15. ACCOUNTANTS AWARENESS LETTER


COOPERS            350 South Grand Avenue          telephone (213) 356-6000
& LYBRAND L.L.P.   Los Angeles, CA  90071-3405     facsimile (213) 356-6363



October 27, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C.  20549

Re:  Berry Petroleum Company
     Commission File No. 1-9735


We are aware that our report dated October 27, 1995 on our review of the
interim condensed financial statements of Berry Petroleum Company for the
three and nine-month periods ended September 30, 1995, and included in the
Company's quarterly report on Form 10-Q for the quarter then ended, is 
incorporated by reference in the registration statements on Form S-8 
(File No. 33-23326 and 33-61337). Pursuant to Rule 436(c) under the 
Securities Act of 1933, this report should not be considered a part of the 
registration statements prepared or certified by us within the meaning of 
Sections 7 and 11 of that Act.


/s/ Coopers & Lybrand L.L.P.











Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International)

  

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1995 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.

 0000778438
 BERRY PETROLEUM COMPANY
 1,000
       
                             
                   9-MOS
                          DEC-31-1995
                             JAN-01-1995
                               SEP-30-1995
                                           3,333
                                    22,699
                                    8,318
                                         0
                                          0
                                37,547
                                         147,148
                                  69,672
                                 115,514
                            7,577
                                              0
                                           219
                                0
                                          0
                                      90,293
                   115,514
                                         35,024
                                36,824
                                                0
                                   19,786
                                 3,456
                                     0
                                   0
                                 13,582
                                     5,122
                              8,460
                                       0
                                      0
                                            0
                                     8,460
                                      .39
                                      .39