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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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 APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DUGINSKI MICHAEL
(Last) (First) (Middle)
C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN
(Street)
BAKERSFIELD CA 93309
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [ BRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP of Corp Dev and C
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/15/2006 M(9) 2,500 A $32.565 10,804 D
Class A Common Stock 12/15/2006 J V 32(10) D $0 7,868 I Held in 401(k) Plan
Class A Common Stock 12/15/2006 F(16) 894 D $32.565 9,910 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Option $7.445 02/01/2003 02/01/2012 Class A Common Stock 20,000 20,000 D
Nonstatutory Stock Option $8.25 12/06/2003 12/06/2012 Class A Common Stock 30,000 30,000 D
Nonstatutory Stock Option $9.97 12/05/2004 12/05/2013 Class A Common Stock 60,000 60,000 D
Nonstatutory Stock Option $21.58 11/23/2005 11/23/2014 Class A Common Stock 70,000 70,000 D
Nonstatutory Stock Option $30.645 12/15/2006 12/15/2015 Class A Common Stock 50,000 50,000 D
Nonstatutory Stock Option $32.565 12/15/2006 A(1) 56,000 12/15/2007 12/14/2016 Class A Common Stock 56,000 $0(2) 56,000 D
Restricted Stock Units(3) $0(4) 12/15/2006 A(5) 10,000 (7) (8) Class A Common Stock 10,000 $0(6) 10,000 D
Restricted Stock Units(11) $0(12) 12/15/2006 M(13) 2,500 (14) (15) Class A Common Stock 2,500 $32.565 7,500 D
Explanation of Responses:
1. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.
2. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.
3. 1 for 1
4. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
5. Grant of Restricted Stock Unit (RSU) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant.
6. The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
7. The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
8. The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
9. Vested shares issued pursuant to Rule 16b-3 plan.
10. Changes in the number of shares of Common Stock held in the individuals 401(k) account due to required maintenance of cash position. All transactions were at market and non-discretionary.
11. 1 for 1
12. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
13. Vesting of 25% of RSUs granted 12-15-2006
14. The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
15. The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
16. Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3.
Kenneth A Olson under POA for Michael Duginski 12/19/2006
** 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 4 (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.