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)    August 28, 2003

                     Berry Petroleum Company
      (Exact name of registrant as specified in its charter)

Delaware                     1-9735               77-0079387
(State or other           (Commission            IRS Employer
jurisdiction of           File Number)        Identification No.

       5201 Truxtun Avenue, Suite 300 Bakersfield, CA  93309
              (Address of principal executive offices)

Registrant's telephone number, including area code (661) 616-3900

(Former name or former address, if changed since last report)

1 Item 9. Regulation FD Disclosure On August 28, 2003, Berry Petroleum Company, a Delaware corporation, issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. (c) Exhibits 99.1 Press Release of Berry Petroleum Company dated August 28, 2003. SIGNATURE 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 By /s/ Kenneth A. Olson Name: Kenneth A. Olson Title: Corporate Secretary and Treasurer August 28, 2003


News Release

Berry Petroleum Company                        Phone (661) 616-3900
5201 Truxtun Avenue, Suite 300          
Bakersfield, California 93309-0640Internet:   

Contacts:  Jerry V. Hoffman, Chairman, President and CEO
           Ralph J. Goehring, SVP & CFO


     Bakersfield,  CA   - August 28, 2003 - Berry Petroleum  Company
(NYSE:BRY)  announced  that it has closed  the  acquisition  of  the
Brundage  Canyon,  Utah  properties in  the  Uinta  Basin,  with  an
effective  date of April 1, 2003.  These assets were  purchased  for
$48.6  million  from  Williams Production RMT  Company,  a  unit  of
Williams  (NYSE:WMB).  The Brundage Canyon properties are  currently
producing  approximately 1,800 net barrels of oil  equivalent  (BOE)
per day of light crude oil and natural gas. These assets, located in
northeastern  Utah, consist of approximately 43,500  net  acres  and
Berry  estimates the proved reserves at 8.6 million BOE with 75%  of
the total being light oil and 25% natural gas.

     Jerry  V.  Hoffman,  Chairman, President  and  Chief  Executive
Officer, stated, "The acquisition of the Uinta Basin assets fits our
strategy  of  establishing a new core area  in  the  Rocky  Mountain
region.   Our  goal  is to operate these assets  as  efficiently  as
possible and begin development immediately.  Our Denver office  will
manage  these  assets,  as  well  as our  existing  coalbed  methane
prospective  acreage in Kansas and Illinois.  The Company  continues
to    evaluate   additional   Rocky   Mountain   and   Mid-continent

     Michael  Duginski,  Vice  President of  Corporate  Development,
added,  "Not only do the Brundage Canyon assets fulfill part of  our
targeted growth for 2003, the large under-exploited acreage position
has significant upside potential.  While the productive limit of the
field  to  the  south  and  west has not been  determined,  we  have
identified  over 50 proved undeveloped locations and 25 behind  pipe
recompletions  within  the  productive  area  of  the  field.   This
acquisition  develops a foothold for Berry to  continue  its  growth
plan in the Rockies."

Logan Magruder Joins Berry

      Hoffman also announced that Logan Magruder joined Berry as its
Vice  President  of  the  Rocky Mountain and  Mid-continent  Region.
Magruder  held similar positions with Calpine and Barrett  Resources
and  served  in a consulting role to Berry since February  1,  2003.
Hoffman continued, "Logan has a proven operational background in the
Rockies and brings significant experience to our management team."

Page 2

      Magruder  commented,  "I  believe  the  Company  has  made  an
excellent   acquisition  in  Utah  and  is  strongly  committed   to
developing  a  profitable portfolio of assets in  the  Rockies.   We
intend  to  hit  the  ground running at Brundage Canyon  by  quickly
proceeding  with a well drilling program this year with an  approved
capital  budget  of  approximately $16 million.   We  are  targeting
operating costs of approximately $7.50 per BOE.  We are staffing the
Denver  office with a talented team of people to fully  develop  the
Brundage  Canyon  assets along with sourcing  and  evaluating  other
strategic opportunities."

     Berry   Petroleum  Company  is  an  independent  oil  and   gas
production  and  exploitation company headquartered in  Bakersfield,

"Safe  harbor under the Private Securities Litigation Reform Act  of
1995:"  This  release  may  contain descriptions  of  the  Company's
expectations  regarding future business activities.  These  forward-
looking  statements are made in reliance upon safe harbor provisions
of   the   Private  Securities  Litigation  Reform  Act   of   1995.
Accordingly,  actual  results  may  differ  materially  from   those
contemplated by the forward-looking statements.

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