Washington, D.C. 20549


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 Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option (NSO) 08/29/2004 08/29/2013 Class A Common Stock 40,000(1) 15.48 D
Explanation of Responses:
1. Grant of Non-statutory Stock Options under the Company's 1994 Stock Option Plan upon date of hire and appointment to an executive officer position with the Company.
Kenneth A. Olson under POA for Logan Magruder 08/29/2003
** 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 5 (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

          Know all by these presents, that the undersigned hereby
constitutes and appoints the 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 29 day of
    August 2003.

                                        s/s Logan Magruder


             12/31/2007                    Logan Magruder
         Expiration Date                     Print Name