SECURITIES AND EXCHANGE COMMISSION
                        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)    January 12, 2004

                     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.
incorporation)


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

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


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







1 Item 9. Regulation FD Disclosure On January 12, 2004, 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 January 12, 2004. 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 January 13, 2004

2

News Release

Berry Petroleum Company                          Phone (661) 616-3900
5201 Truxtun Avenue, Suite 300                    E-mail:  ir@bry.com
Bakersfield, California 93309-0640               Internet:www.bry.com

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


                    BERRY PETROLEUM COMPANY SETS
                $50 MILLION CAPITAL PROGRAM FOR 2004;
                    ANNOUNCES PRODUCTION TARGETS

Bakersfield,  CA - January  12,  2004 - Berry  Petroleum  Company
(NYSE:BRY)  announced the board of directors approved a 2004  capital
expenditure   budget  of  approximately  $50  million   directed   at
increasing   production   and  reserves   through   development   and
exploitation, according to Jerry V. Hoffman, chairman, president  and
chief executive officer.

Hoffman  continued,  "For  2004 the Company  will  have  its  largest
capital budget in its history. Approximately two-thirds of the budget
will  be  spent on continued development of Berry's Brundage  Canyon,
Utah  acreage and other Rocky Mountain region developments, with  the
balance directed toward the Company's California assets. This  amount
does not include funds for additional property acquisitions which the
Company continues to pursue."

2004 Production Target
Based  on  the  2004  capital budget, the  Company  anticipates  that
production  will  average between 20,000 and 21,000  barrels  of  oil
equivalent per day (BOE/day) in 2004, up from 16,500 BOE/day in 2003.
The Company expects net cash from operating activities in 2004 to  be
approximately $75 million, up over 20% from 2003, based on West Texas
Intermediate  crude oil prices of $28 per Bbl and Henry  Hub  natural
gas prices of $5 per Mcf (thousand cubic feet of gas).

Rocky Mountain & Mid-Continent Assets Update
Development of the Brundage Canyon asset in the Uinta Basin  of  Utah
is proceeding as scheduled and meeting expectations.  Logan Magruder,
vice  president of the Rocky Mountain and Mid-Continent Region, said,
"We  have  drilled 26 wells and completed 21 new wells  since  taking
over the Brundage Canyon operations. Net production has increased  by
over  1,000 BOE/day to approximately 2,800 BOE/day at year-end  since
assuming  operations in late August 2003. We will  continue  drilling
throughout  2004  with  one  rig  in Brundage  Canyon  and  will  add
approximately 44 wells.   The 2004 program is designed to grow proven
production,  extend  the proven boundaries  of  the  field  and  test
prospective   geologic  horizons  within  the  field's  Green   River
formations.  The Company has also been the beneficiary of higher than
anticipated prices."

California Assets Update
Brian  L.  Rehkopf,  vice  president  of  engineering,  stated,   "In
California, one-third of our capital budget, or $17 million, will  be
targeted toward increasing production levels through optimization  of
various  projects and certain high-impact exploitation projects.  Our
California  exit  rate  for  2003 was approximately  16,300  BOE/day.
Several  new  projects such as the Ethel D and McVan  steam  projects
will  be  'proven-up'  in  2004, laying the  groundwork  for  further
development in 2005."

2004 CAPITAL BUDGET SUMMARY
                                              Projected   Projected
Region                                  In    Number of   Number of
                                     Millions   Wells     Workovers


California                             $17         44       63
Rocky Mountain & Mid-Continent          33         51       22

  Total                                $50         95       85



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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