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 20, 2005

                     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 1.01.  Entry into a Material Definitive Agreement.


     On January 20, 2004, Berry Petroleum Company (Berry) entered
into an agreement to purchase a 50% working interest in 345,000
prospective acres from Bill Barrett Corporation (NYSE:BBG). Berry and
Bill Barrett Corporation will jointly explore and develop shallow
Niobrara gas assets on the  acreage, which is located in eastern
Colorado, western Kansas and southwestern Nebraska (the Tri-State
acreage). Berry will pay approximately $5 million for its  50%  working
interest in the acreage. The news release dated January 25, 2005 is
attached hereto as Exhibit 99.



Item 7.01.  Regulation FD

     (c)  Exhibits

     The following Exhibits are hereby furnished as part of this Current
     Report on Form 8-K:

     Exhibit 99 - News Release dated January 25, 2005 regarding the
     Registrant's signing of an agreement to purchase and develop
     345,000 acres of Niobrara assets.



                     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


     January 25, 2005



                     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: Robert F. Heinemann, President and CEO
          Ralph J. Goehring, Executive Vice President and CFO

           BERRY PETROLEUM SIGNS AGREEMENT TO PURCHASE AND
               DEVELOP 345,000 ACRES OF NIOBRARA ASSETS

Bakersfield,  CA  -  January  25,  2005  -  Berry  Petroleum  Company
(NYSE:BRY)  has entered into an agreement to purchase a  50%  working
interest  in  345,000 prospective acres from Bill Barrett Corporation
(NYSE:BBG).  Berry and Bill Barrett Corporation will jointly  explore
and  develop  shallow Niobrara gas assets on the  acreage,  which  is
located in eastern Colorado, western Kansas and southwestern Nebraska
(the Tri-State acreage). Berry will pay approximately $5 million  for
its  50%  working interest in the acreage. Drilling  of  the  initial
obligatory two test wells is scheduled to begin in the first  quarter
of 2005.

Robert  F.  Heinemann,  president and CEO of Berry  Petroleum,  said,
"This  acreage is located immediately east of our pending acquisition
of  gas  assets from J-W Operating Company.  It provides  us  with  a
larger footprint in what will be Berry's newest core producing asset,
the Niobrara gas field. The upside potential on the Tri-State acreage
complements the producing assets in Yuma County, both technically and
operationally, and strengthens the probability of achieving our  goal
of  adding significant natural gas production and reserves to Berry's
asset  portfolio. We are delighted to be partnering again  with  Bill
Barrett  Corporation, given their proven track record of  discovering
and developing natural gas in this region".

A  plan is under development to evaluate the total acreage, with Bill
Barrett  Corporation initially conducting and operating  the  seismic
programs  and, ultimately, drilling the first test wells. Berry  will
operate  the  wells  once production is established.   Mr.  Heinemann
added,  "After  closing, we anticipate capital expenditures  on  this
project  in 2005 to be in the range of $2 to $5 million.  Closing  is
expected within 10 days."

Berry Petroleum Company is a publicly traded independent oil and  gas
production and exploitation company with headquarters in Bakersfield,
California.

"Safe  harbor under the Private Securities Litigation Reform  Act  of
1995:"  With  the  exception of historical information,  the  matters
discussed  in  this news release are forward-looking statements  that
involve risks and uncertainties.  Although the Company believes  that
its expectations are based on reasonable assumptions, it can give  no
assurance  that its goals will be achieved.  Important  factors  that
could  cause  actual results to differ materially from those  in  the
forward-looking  statements herein include, but are not  limited  to,
the timing and extent of changes in commodity prices for oil, gas and
electricity,  drilling, development and operating  risks,  a  limited
marketplace  for  electricity sales within  California,  counterparty
risk, acquisition risks, competition, environmental risks, litigation
uncertainties,  the availability of drilling rigs and  other  support
services,  legislative and/or judicial decisions and other government
or Tribal regulations.


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                                             nr012505_tristate_PA.doc