SEC Filing | Berry Corporation (bry)

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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 March 31, 1997

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 March 31, 1997, was 21,073,434 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
                              MARCH 31, 1997
                                   INDEX






PART I. Financial Information                                      Page No.

Report of Coopers & Lybrand L.L.P., Independent Accountants . . . . .  3

Item 1. Financial Statements

Condensed Balance Sheets at
 March 31, 1997 and December 31, 1996   . . . . . . . . . . . . . . .  4

Condensed Income Statements for the Three Month Periods
   Ended March 31, 1997 and 1996  . . . . . . . . . . . . . . . . . .  5

Condensed Statements of
 Cash Flows for the Three Month Periods
   Ended March 31, 1997 and 1996  . . . . . . . . . . . . . . . . . .  6

Notes to Condensed Financial Statements . . . . . . . . . . . . . . .  7

Item 2. Management's Discussion and Analysis
 of Financial Condition and Results of Operations   . . . . . . . . .  8

PART II. Other Information

Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . 11

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11









                                   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 March 31, 1997, and the condensed statements of 
income and of cash flows for the three month periods ended March 31, 1997 
and 1996. 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
May 2, 1997







                                   3



                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                       Item 1. Financial Statements
                         Condensed Balance Sheets
                  (In Thousands, Except Share Information)

                                                 March 31,     December 31,
                                                   1997            1996   
                                                (Unaudited)
         ASSETS
Current Assets:
  Cash and cash equivalents                     $   12,972      $    9,970
  Cash-restricted                                        -           2,570
  Short-term investments available for sale            704             704
  Accounts receivable                                8,842          11,701
  Prepaid expenses and other                         1,530           1,307
                                                __________       _________
   Total current assets                             24,048          26,252

Oil and gas properties (successful efforts
 basis), buildings and equipment, net              150,491         149,510
Other assets                                           699             641
                                                __________       _________
                                                $  175,238      $  176,403
                                                ==========       =========
 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                              $    4,533      $    5,154
  Accrued liabilities                                3,474           5,300
  Federal and state income taxes payable             2,632           1,048
  Notes payable                                          -           6,900
                                                __________      __________

   Total current liabilities                        10,639          18,402

Long-term debt                                      39,000          36,000

Deferred income taxes                               21,865          20,992

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;
   21,073,434 shares issued and outstanding at
   March 31, 1997 (21,046,885 at December 31, 1996)    211             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                     53,135          53,029
 Retained earnings                                  50,379          47,761
                                                __________       _________
   Total shareholders' equity                      103,734         101,009
                                                __________       _________
                                                $  175,238      $  176,403
                                                ==========      ==========

The accompanying notes are an integral part of these financial statements.
                  
                                    4



                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                       Item 1. Financial Statements
                         Condensed Income Statements
             Three Month Periods Ended March 31, 1997 and 1996
                    (In Thousands, Except Per Share Data)
                                (Unaudited)
 

                                                   1997            1996

Revenues:
  Sales of oil and gas                          $   17,025       $  12,145
  Interest and other income, net                       556             458
                                                __________       _________
                                                    17,581          12,603
                                                __________       _________

Expenses:
  Operating costs                                    5,568           3,814
  Depreciation, depletion and amortization           2,618           1,627
  General and administrative                         1,601           1,099
  Interest                                             575               -
                                                __________       _________
                                                    10,362           6,540
                                                __________       _________


Income before income taxes                           7,219           6,063
Provision for income taxes                           2,403           2,202
                                                __________       _________
                                                
Net income                                      $    4,816       $   3,861
                                                ==========       =========

Net income per share                            $      .22       $     .18
                                                ==========       =========

Weighted average number of shares
  of capital stock used to
  calculate earnings per share                      21,968          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 Cash Flows
             Three Month Periods Ended March 31, 1997 and 1996
                              (In Thousands)
                                (Unaudited)

                                                    1997             1996  
Cash flows from operating activities:
 Net income                                      $   4,816       $   3,861
 Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation, depletion and amortization          2,618           1,627 
   Other, net                                          364             600 
                                                 _________       _________
    Net working capital provided by operating 
    activities                                       7,798           6,088 

  Decrease (increase) in accounts receivable,
   prepaid expenses and other                        2,636            (492)
  Increase (decrease) in current liabilities          (863)          1,362
                                                 _________       _________
    Net cash provided by operating activities        9,571           6,958 

Cash flows from investing activities:
 Capital expenditures                               (3,557)         (2,326)
 Return of restricted cash                           2,570               -
 Proceeds from sale of assets                          501               -
 Maturities of short-term investments                    -             998 
 Other                                                 (50)              -
                                                 _________       _________
    Net cash used in investing activities             (536)         (1,328) 

Cash flows from financing activities:
 Dividends paid                                     (2,197)         (2,193)
 Payment of short-term note payable                 (6,900)              -
 Proceeds from issuance of long-term debt            3,000               -
 Other                                                  64               -
                                                 _________       _________
    Net cash used in financing activities           (6,033)         (2,193)
                                                 _________       _________
Net increase in cash and cash equivalents            3,002           3,437 

Cash and cash equivalents at beginning of year       9,970          18,759
                                                 _________       _________

Cash and cash equivalents at end of period       $  12,972       $  22,196 
                                                 =========       =========

Supplemental disclosures of cash flow information:
 Income taxes paid                               $       -       $   1,100 
                                                 =========       =========
 Interest paid                                   $     611       $       -
                                                 =========       =========

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

                                   6


                      
                          BERRY PETROLEUM COMPANY
                       Part I. Financial Information
                        Item 1. Financial Statements
                  Notes to Condensed Financial Statements
                              March 31, 1997
                                (Unaudited)

1.   All adjustments which are, in the opinion of management, necessary for
a fair presentation of the Company's financial position at March 31, 1997 
and December 31, 1996 and results of operations and cash flows for the 
three month periods ended March 31, 1997 and 1996 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, 1996 financial statements.  The December 31, 1996 Form 
10-K 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. On December 25, 1993, the Company experienced a crude oil spill on its 
Montalvo field in Ventura County, California. The clean-up of the spill was 
substantially completed in January 1994. The Company reached a final 
settlement for civil damages and penalties with the federal and state 
governments with a consent decree being approved and entered in February 
1997.  The Company, without admitting any liability, subsequently paid 
approximately $.9 million, net of insurance reimbursement, in settlement.
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 
March 31, 1997, and the probable remaining minimum insurance reimbursement 
is included in accounts receivable.  As of March 31, 1997, the Company had 
received approximately $11.2 million under its insurance coverage as 
reimbursement for costs incurred and paid by the Company.  Management 
believes that it is probable that this matter, including final 
reimbursement, will be resolved in 1997 and that its previous accruals are 
adequate.


    
                      




                                   7


                          
                          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 earned net income of $4.8 million, or $.22 per share, on 
revenues of $17.6 million during the first three months of 1997, up 23% 
from $3.9 million, or $.18 per share, earned in the first quarter of 1996 
on revenues of $12.6 million, but down 9% from $5.3 million, or $.24 per 
share on revenues of $16.7 million earned during the fourth quarter of 
1996. 
                                                     Three Months Ended    
  
                                                 Mar 31,  Mar 31,   Dec 31,
                                                   1997     1996      1996

Net Production - BOE per day                      11,697    9,101    10,678
Average Sales Price per BOE                       $16.16   $14.42    $16.64
Operating Costs per BOE *                         $ 5.29   $ 4.61    $ 5.45
Depreciation/Depletion (DD&A) per BOE             $ 2.49   $ 1.97    $ 2.13
General and Administrative Expenses per BOE		     $ 1.52   $ 1.33    $ 1.22

*  Included production taxes of $.68, $.43 and $.51 in the first quarter of 
1997 and the first and fourth quarters of 1996, respectively.

     Operating income was $8.8 million in the first quarter of 1997, up 31% 
from $6.7 million in the first quarter of 1996, and comparable to operating 
income in the fourth quarter of 1996.

     The increase in operating income from the first quarter of 1996 was 
due primarily to higher production and improved oil prices.  The 29% 
increase in production to 11,697 BOE/day in the first quarter of 1997 
compared to the same quarter in 1996 was due primarily to the acquisition 
of the Formax and Tannehill properties in the fourth quarter of 1996 and 
the further development of the Company's Midway-Sunset properties.  
Production in the first quarter of 1997 was 10% higher than the fourth 
quarter of 1996 for the same reasons, however, higher operating income from 
increased production in the first quarter compared to the fourth quarter of 
1996 was offset by decreases related to lower oil prices and higher DD&A.  
The posted price per barrel for the Company's 13 degree API gravity crude oil 
began 1997 at $18.75, reached a high of $19.50 on January 6th and ended the 
quarter at $15.50.  This price swing was largely responsible for the $.48, 
or 3%, decline in the average sales price per BOE to $16.16 in the first 
quarter of 1997 from $16.64 in the fourth quarter of 1996.

     Daily oil and gas production increased to 11,697 BOE in the 1997 
period, up 2,596 BOE and 1,019 BOE, respectively, from 9,101 BOE and 10,678 
BOE in the first and fourth quarters of 1996.  The increases were due 
primarily to production from acquired properties and the benefits of the 
Company's recent drilling programs. 





                                    8



     As part of the Company's 1997 capital budget, the Company plans to 
drill and complete 92 development wells and perform 93 workovers on its 
Midway-Sunset properties with a special emphasis on the further development 
of the Formax and Tannehill properties.  As of March 31, 1997, a total of 
17 development wells and 14 workovers were completed.  The remainder of the 
drilling and workover program is scheduled for the second and third 
quarters of 1997.  The Company is seeing the effects of the development 
completed thus far, with current production at approximately 12,300 
BOE/day, and, assuming stable oil prices, anticipates that the remainder of 
the program will increase production to approximately 14,000 BOE/day by the 
end of this year.

     DD&A expense per BOE increased 26% and 17% to $2.49 in the first 
quarter of 1997 from $1.97 and $2.13 in the first and fourth quarters of 
1996, respectively, due primarily to higher depreciation per barrel on the 
properties acquired in the fourth quarter of 1996, the acquisition of the 
18 megawatt cogeneration plant and higher depreciation on the 38 megawatt 
facility.

     General and administrative costs also increased in the first quarter 
of 1997 to $1.6 million from $1.1 million and $1.2 million in the first and 
fourth quarters of 1996, respectively.  The increases were primarily due to 
the exercise of stock options by Management in January.  The Company 
expects general and administrative expenses, expressed on a cost per BOE 
basis, to decline in the remaining quarters of 1997 due to the non-
recurring nature of certain first quarter expenses combined with higher 
production levels.

     Operating costs per BOE were $5.29 in the first quarter of 1997, $.68 
higher than $4.61 in the first quarter of 1996, but $.16 lower than $5.45 
in the fourth quarter of 1996.  Both the fourth quarter of 1996 and the 
first quarter of 1997 were impacted by a period of very high natural gas 
fuel prices and by the cost of integrating acquired properties into the 
Company's producing and steaming operations.  The cost of natural gas to 
the Company (including transportation) exceeded $4.00 per MMBTU in both 
December 1996 and January 1997 resulting in much higher steam costs related 
to the steam produced by the Company's lease generators and reducing the 
benefits derived by the Company through ownership of the two cogeneration 
plants located on its Midway-Sunset properties.

     The Company's effective tax rate in the three-month period ended March 
31, 1997 was 33%, down from 36% in the same 1996 period.  The lower rate is 
due to higher tax credits resulting from higher expenditures on qualifying 
enhanced oil recovery projects.

	Liquidity and Capital Resources

     Working capital at March 31, 1997 was $13.4 million, up $5.6 million 
from $7.8 million at December 31, 1996, but down $24.7 million from $38.1 
million at March 31, 1996 due to the property acquisitions in the fourth 
quarter of 1996 and the subsequent retirement in January 1997 of $6.9 
million in short-term debt issued in the acquisitions.  Net cash provided 
by operations was $9.6 million in the first quarter, up $2.6 million from 
$7.0 million for the three months ended March 31, 1996, but down $1.9 
million from $11.5 million for the three months ended December 31, 1996.  
Cash was used for capital expenditures of $3.6 million, including the 
drilling of 17 wells and a major turnaround at the 38 megawatt cogeneration 
plant, to pay dividends of $2.2 million and to retire $3.9 million of the 
Company's debt.                     

                                    9


	Future Developments

     In April 1997, the Company entered into new Operations and Maintenance 
Contracts with Solar Turbines Incorporated, a subsidiary of Caterpillar, 
Inc., to operate the two cogeneration plants owned by the Company in the 
Midway-Sunset field.  It is estimated that these new contracts will result
in a $750,000 annual reduction in the Company's operating costs and reduce
the Company's operational risks, as well.

     In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings per Share", 
which will be effective for reporting periods ending after December 15, 
1997.  Under this standard, basic and diluted earnings per share 
computations will be presented.  Management does not believe that adoption 
of this standard will have a material effect on the financial statements of 
the Company.
             




                                   10


                    
                         BERRY PETROLEUM COMPANY
                        Part II. Other Information


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
 Chairman, President and
 Chief Executive Officer






/s/  Ralph J. Goehring              
Ralph J. Goehring
 Sr. Vice President and
 Chief Financial Officer
 (Principal Financial Officer)






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



Date:  May 5, 1997    








                                   11




                 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



May 2, 1997


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 May 2, 1997 on our review of the interim 
condensed financial statements of Berry Petroleum Company for the 
three-month period ended March 31, 1997, 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)







                                     12

  

 5
 0000778438
 BERRY PETROLEUM COMPANY
 1,000
       
                             
                   3-MOS
                          DEC-31-1997
                             JAN-01-1997
                               MAR-31-1997
                                          12,972
                                       704
                                    8,842
                                         0
                                          0
                                24,048
                                         226,042
                                  75,551
                                 175,238
                           10,639
                                              0
                                0
                                          0
                                           220
                                     103,514
                   175,238
                                         17,025
                                17,581
                                                0
                                    8,186
                                 1,601
                                     0
                                 575
                                  7,219
                                     2,403
                              4,816
                                       0
                                      0
                                            0
                                     4,816
                                      .22
                                      .22