UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-K

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934
                 For the fiscal year ended  December 31, 1996
                       Commission file number 1-9735

                              BERRY PETROLEUM COMPANY
            (Exact name of registrant as specified in its charter)

             DELAWARE                                  77-0079387
(State of incorporation or organization) I.R.S. Employer Identification Number)

                           28700 Hovey Hills Road
                           Taft, California 93268
         (Address of principal executive offices, including zip code)

   Registrant's telephone number, including area code: (805) 769-8811

Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
       Title of each class                         on which registered
     Class A Common Stock, $.01 par value        New York Stock Exchange
 (including associated stock purchase rights) 

Securities registered pursuant to Section 12(g) of the Act:  None

    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
YES [X]  NO [  ]

   Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. [  ]

     As of February 24, 1997, the registrant had 21,067,434 shares of Class 
A Common Stock outstanding and the aggregate market value of the voting stock 
held by nonaffiliates was approximately $180,735,000.  This calculation is 
based on the closing price of the shares on the New York Stock Exchange on 
February 24, 1997 of $14.50.  The registrant also had 898,892 shares of Class 
B Stock outstanding on February 24, 1997, all of which is held by an 
affiliate of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

     Part III is incorporated by reference from the registrant's definitive 
Proxy Statement for its Annual Meeting of Shareholders to be filed, pursuant 
to Regulation 14A, no later than 120 days after the close of the registrant's 
fiscal year.

 2
                          BERRY PETROLEUM COMPANY
                            TABLE OF CONTENTS

                                 PART I

Items 1 
  and 2.   Business and Properties                                   3

Item 3.    Legal Proceedings                                        10

Item 4.    Submission of Matters to a Vote of Security Holders      10

           Executive Officers                                       11
                                                                             
                                 PART II

Item 5.    Market for the Registrant's Common Equity and Related 
           Stockholder Matters                                      12

Item 6.    Selected Financial Data                                  13

Item 7.    Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                      14

Item 8.    Financial Statements and Supplementary Data              17

Item 9.    Changes in and Disagreements with Accountants on 
           Accounting and Financial Disclosure                      36

                                PART III

Item 10.   Directors and Executive Officers of the Registrant       36

Item 11.   Executive Compensation                                   36

Item 12.   Security Ownership of Certain Beneficial Owners 
           and Management                                           36

Item 13.   Certain Relationships and Related Transactions           36

                                PART IV

Item 14.   Exhibits, Financial Statement Schedules and 
           Reports on Form 8-K                                      37

 3
                                PART I

Items 1 and 2.  Business and Properties

Introduction

     Berry Petroleum Company, ("Berry" or "Company"), is an independent energy
company engaged in the production, development, acquisition, exploitation, 
exploration and marketing of crude oil and natural gas.  The Company was 
incorporated in Delaware in 1985 and has been a publicly traded company since 
1987.  Berry's principal reserves and producing properties are located in 
Kern and Ventura Counties in California.  Information contained in this 
report on Form 10-K reflects the business of the Company during the year 
ended December 31, 1996.  The Company's corporate headquarters are located on 
its properties in the South Midway-Sunset field, near Taft, California and 
Management believes the current facilities are adequate.

     The Company's mission is to increase shareholder wealth, primarily 
through maximizing the value and cash flow of the Company's assets.  To 
achieve this, Berry's corporate strategy is to remain a low cost producer and 
to grow the Company's asset base strategically.  To increase production, the 
Company will compete to acquire primarily proved reserves with exploitation 
potential and will focus on the further development of its existing 
properties by application of enhanced oil recovery (EOR) methods, 
developmental drilling, well completions and remedial work.  The Company's 
primary growth focus is on opportunities in California.  Berry believes that 
its primary strengths are its ability to maintain a low cost operation and 
its flexibility in acquiring attractive producing properties which have 
significant exploitation and enhancement potential.  While the Company is not 
currently involved in exploration activities, the Company may investigate and 
pursue a focused exploration program in the future.  The Company has 
substantial unused borrowing capacity to finance acquisitions and will 
consider, as appropriate, the issuance of capital stock to finance future 
purchases.

Proved Reserves

     As of December 31, 1996, the Company's estimated proved reserves were 
102.1 million barrels of oil equivalent, (BOE), of which 99.2% is crude oil. 
 Substantially all of the Company's reserves are located in California with 
94% and 5.8% of total reserves in Kern and Ventura Counties, respectively.  
Approximately 75% of the reserves are owned in fee.  The Company's reserves 
have a long life, in excess of 20 years, which is primarily a result of the 
Company's strong position in heavy crude oil (the Company's properties in the 
Midway-Sunset field average 13 degree API gravity and the Montalvo field 
averages 16 degree API gravity).  Production in 1996 was 3.6 million BOE, 
up 6% from 1995 production of 3.4 million BOE.  For the five years 1992 
through 1996, the Company's average reserve replacement rate was 273% at a 
cost of $2.54 per BOE.  In 1996, the Company replaced 767% of its production
at $2.84 per BOE. For the five year period, the Company's reserve replacement
rate is higher than the industry average, and the finding cost per barrel is 
lower than the industry average.

Acquisitions

The Company completed two significant acquisitions in 1996, both occurring in 
the fourth quarter.  In November, the Company acquired the Tannehill 
producing properties (Tannehill), which included an 18 megawatt cogeneration 
facility, for approximately $25.5 million.  In December, the Company acquired 
the Formax producing properties (Formax) for approximately $49.5 million.  
The Tannehill and Formax properties produced approximately 2,350 barrels per 
day of heavy crude oil as of February 24, 1997, and are located adjacent to 
and in-between the Company's core South Midway-Sunset properties.  The proved 
reserves associated with these acquired properties are approximately 27 
million barrels.  The combined purchase price of approximately $75 million 
was financed by existing working capital and $39 million of long-term debt.  
To finance the Formax acquisition, the Company entered into a $150 million 
unsecured three-year revolving credit facility with a major energy lender 
establishing an initial borrowing base of $50 million on December 1, 1996.  
The financing cost of the first $50 million under the agreement is at the 
London Interbank Offered Rates (LIBOR) plus 60 basis points, or approximately 
6.25% at current market rates.

 4
Operations

     The Midway-Sunset field contains predominantly heavy crude oil, the 
production of which depends substantially on steam injection.  Berry utilizes 
primary, cyclic steaming and steam flooding recovery methods in this field 
and utilizes primary recovery methods at its Montalvo field.  Berry operates 
all of its principal oil producing properties.  Field operations include the 
initial recovery of the crude oil and its transport through treating 
facilities into storage tanks.  After the treating process is completed, 
which includes removal of water and solids by mechanical, thermal and 
chemical processes, the crude oil is metered through Lease Automatic Custody 
Transfer facilities (LACT) and transferred into crude oil pipelines owned by 
other oil companies.  The point-of-sale is usually at the LACT unit.

Revenues

     The percentage of revenues by source for the prior three years is as 
follows:

                                        1996         1995         1994

Sales of oil and gas                     97%          89%          95%
Interest and other income                 3%          11%           5%

  See Berry's Statements of Operations and accompanying Notes thereto.

Oil Marketing

     The market for hydrocarbons continues to be quite volatile.  California 
crude oil pricing fundamentals improved in 1996 with declining Alaska 
production and the legislative approval to export Alaska North Slope crude 
oil.  These combined factors are contributing to the reduction of the excess 
crude supply in the California market, thus strengthening California prices 
relative to West Texas Intermediate (WTI) prices.  Over the last several 
years, California heavy crude oil prices have increased as a percentage of 
WTI, from approximately 60% in 1990 to approximately 75% in 1996.  
Furthermore, a strengthened California economy is providing for increased 
petroleum product demand while, at the same time, past refinery investments 
have resulted in higher demand for the heavy barrel.  Refinery upsets (fires, 
explosions, extended turnarounds, etc.) can impact local crude prices, for 
limited times, by weakening crude demand.  As a result of large investments 
required by the refinery industry in California to meet product 
specifications and clean air regulations, the number of individual refineries 
has decreased.  As a result, individual average refinery utilization has 
increased from approximately 75% to 95% over the past decade and, therefore, 
any individual refinery disruption has a more pronounced impact on downstream 
crude oil demand.

     The Company may enter into crude oil or natural gas hedge contracts 
depending upon various factors including Management's view of the future 
crude oil markets.  Berry's 1996 average heavy crude oil sales price was 
$15.42 per barrel, up $1.86 per barrel, or 14%, from $13.56 in 1995 (both 
years are net of any hedging).  The Company hedged approximately 3,000 
barrels per day, or 31% of its 1996 production by entering into two bracketed 
zero cost collar hedge contracts with a California independent refiner.  
These contracts expired on January 31, 1997.  In late February 1997, the 
Company entered into a similar hedge contract for approximately 25% of its 
current production for a term of 18 months. 

     To provide additional marketing flexibility, the Company owns a blending 
facility located near its South Midway-Sunset properties.  The Company 
suspended the blending operations in December 1993 due to the high cost of 
natural gasoline, the improved demand for the Company's 13 degree API gravity
heavy crude oil, and the narrowing margin between the posted price of the 
blended crude oil and the heavy crude oil.  Up to 5,000 barrels per day of the 
Company's heavy crude oil can be blended with lighter crude oils and natural 
gasolines to produce a blended crude oil of approximately 27 degree API 
gravity. At times, this blending operation may allow the Company to improve
the profit margin on the sale of its heavy crude oil. Blending also allows 
the Company the option to ship through common carrier pipelines and sell 
directly to refiners in the Los Angeles basin, the San Francisco Bay area 
and the Mid-Continent.  While no blending has occurred since 1993, the 
Company has the ability to resume blending operations if warranted by 
market conditions.

 5
     Management of the Company does not believe that the loss of any single 
customer or contract would materially affect its business.  There are no 
significant delivery commitments and substantially all of the Company's oil 
and gas production is sold under short-term contracts at current market 
prices.

Steaming Operations

     Approximately 94% of the Company's reserves, or 96 million barrels, 
consist of heavy crude oil produced from depths less than 2000'.  This heavy 
crude oil requires heat in the form of steam to be injected into the oil 
producing formations to reduce the oil viscosity and allow the oil to flow to 
the well-bore for production.  As is typical in EOR operations, steam 
represents the highest cost component of operating expenses.  The Company, in 
achieving its goal of being a low cost heavy oil producer, has focused on 
reducing its steam cost by purchasing two gas-fired cogeneration facilities. 
Steam generation from these facilities is more efficient than conventional 
steam generators, as both steam and electricity are produced from the same 
gas supply used as fuel.  Another significant benefit is that the prices 
received upon the sale of electricity are currently based on natural gas 
prices. As natural gas prices fluctuate, so does the electricity revenue; 
thus, the Company's steam cost is substantially hedged against higher natural 
gas prices.  As the California electric industry continues toward 
deregulation, this relationship may change and electricity revenues may be 
impacted by other factors in addition to natural gas prices.  Proceeds 
received from the sale of electricity produced by the Company's cogeneration 
facilities are reported as a reduction in operating costs.

     For its South Midway-Sunset properties, the Company's current steam 
production is generated by the two cogeneration facilities (approximately 
18,500 barrels of steam per day (BSPD)) and, as needed, from conventional 
steam generators.  In addition, the Company is making modifications to use 
the duct-firing capability of its 38 megawatt facility which is expected to 
produce up to an additional 6,000 BSPD available for delivery to the recently 
acquired Formax properties. On its North Midway-Sunset properties, the 
Company relies solely on conventional steam generators for its steam 
requirements.  The Company has ample productive steam capacity for its 
requirements at both core areas.

     Conventional steam generation is used by the Company at its South 
Midway-Sunset properties only as required to maintain current production 
levels, when additional steam injection is expected to economically produce 
additional barrels and as emergency back-up steam generation to the 
cogeneration facilities.  Conventional steam generation is the sole source of 
steam at the North Midway-Sunset properties.  Current oil prices, near-term 
oil price expectations and natural gas prices are the primary factors 
determining steam levels generated from conventional generators.

     The Company's two cogeneration facilities sold electricity to a large 
California-based utility under Standard Offer 2 contracts (SO2) in 1996.  The 
SO2 contract for the 38 megawatt facility expired on January 16, 1997, while 
the contract for the 18 megawatt facility does not expire until December 31, 
2001.  The SO2 contract for the 38 megawatt facility has been replaced by a 
Standard Offer 1 (SO1) contract effective January 16, 1997, which will result 
in lower electricity revenues for the 38 megawatt facility.  However, under 
the SO1 contract, the Company will continue to receive Short Run Avoided Cost 
(SRAC) pricing plus a portion of the proceeds related to available capacity 
that were received in 1996.  Proposed deregulation of the electricity 
generation market in California may have a positive or negative impact on the 
Company's future electricity revenues, however, the Company believes, at a 
minimum, that continued steam generation from cogeneration facilities will be 
significantly more efficient and cost effective than conventional steam 
generation.

     The Company has physical access to gas pipelines, such as the Kern 
River/El Paso and Southern California Gas Company systems, to transport its 
gas purchases required for steam generation.  Natural gas purchases for the 
38 megawatt cogeneration facility were subject to a long-term gas 
transportation agreement which required the Company to pay above market 
transportation rates for a substantial portion of the facility's gas 
requirements.  However, this contract expires in April 1997 and the take-or-
pay requirements were substantially satisfied in January 1997.  As a result, 
the Company expects substantial reductions in its gas transportation costs in 
1997 and beyond.

 6
Environmental and Other Regulations

     The operations of Berry are affected in varying degrees by federal, 
state, regional and local laws and regulations, including laws governing 
allowable rates of production, well spacing, air emissions, water discharges, 
endangered species, marketing, pricing, taxes and other laws relating to the 
petroleum industry.  Berry is further affected by changes in such laws and by 
constantly changing administrative regulations.

     Berry, as an owner and operator of oil and gas properties, is subject to 
various federal, state, regional and local laws and regulations relating to 
discharge of materials into, and protection of, the environment.  These laws 
and regulations may, among other things, impose liabilities on the owner or 
the lessee in the case of leased properties for the cost of pollution 
clean-up resulting from operations, subject the owner or lessee to liability 
for pollution damages, require suspension or cessation of operations in 
affected areas, and impose restrictions on the injection of liquids into 
subsurface aquifers that may contaminate groundwater.

     Berry has made and will continue to make expenditures in its efforts to 
comply with these requirements, which it believes are necessary business 
costs in the oil and gas industry.  Berry has established policies for 
continuing compliance with environmental laws and regulations affecting its 
production.  The costs incurred by these policies and procedures are 
inextricably connected to normal operating expenses such that the Company is 
unable to separate the expenses related to environmental matters; however, 
the Company does not believe any such additional future expenses are material 
to its financial position or results of operations.

     Although environmental requirements do have a substantial impact upon 
the energy industry, generally these requirements do not appear to affect 
Berry any differently, or to any greater or lesser extent, than other 
companies in California and in the domestic industry as a whole.  Berry does 
not believe that compliance with federal, state, regional or local laws 
regulating the discharge of materials into the environment, or otherwise 
relating to the protection of the environment, will have a material adverse 
effect upon the capital expenditures, earnings or competitive position of the 
Company, but there is no assurance that changes in or additions to laws or 
regulations regarding the protection of the environment will not have such an 
impact.

     Berry's properties in the Montalvo field have greater environmental 
risks due to their location near the Pacific Ocean.  In Berry's case, a small 
oil spill that endangers tidal waters could immediately involve significant 
clean-up, regulatory investigation and penalties, any or all of which could 
subject the Company to a significant financial burden. In addition to 
purchasing insurance to cover certain environmental risks, the Company 
mitigates this exposure by the development and implementation of emergency 
response and major oil spill prevention and contingency plans.  The Company 
is also a contract associate member of Clean Seas, an organization with 
significant experience and resources to contain and minimize the effects of 
an oil spill.

     The Company experienced an oil spill due to a ruptured pipe on its 
Montalvo field in December 1993 which required cleanup of the area directly 
around the pipe, an agricultural runoff pond and the nearby beach and ocean. 
Although 100% of the Montalvo field's wells and facilities are onshore, part 
of the spilled crude oil was pumped into the ocean from the agricultural 
runoff pond by an agricultural worker.  The Company initiated procedures and 
made operational improvements to reduce the likelihood of a similar future 
event.  See Item 3. "Legal Proceedings" and Note 12 to the Company's 
financial statements.

     Berry maintains insurance coverage which it believes is customary in the 
industry, although it is not fully insured against all environmental risks.  
The Company is not aware of any environmental claims, other than described 
herein, existing as of December 31, 1996, which would have a material impact 
upon the Company's financial position or results of operations.

 7
Competition

     The oil and gas industry is highly competitive.  As an independent 
producer, the Company does not own any refining or retail outlets.  It has 
little control over the price it receives for its crude oil, and higher 
costs, fees and taxes assessed at the producer level cannot necessarily be 
passed on to the Company's customers.  In acquisition activities, significant 
competition exists since integrated companies, independent companies and 
individual producers and operators are active bidders for desirable oil and 
gas properties.  Although many of these competitors have greater financial 
and other resources than the Company, Management believes that it is in a 
position to compete effectively due to its low cost structure, transaction 
flexibility, strong financial position and experience.

Employees

     On December 31, 1996, the Company had 98 full-time employees.

Acquisition and Disposition of Properties

     The Company spent approximately $75 million on property acquisitions 
(Tannehill and Formax), including the purchase of an 18 megawatt cogeneration 
facility, and $9.4 million on development programs in 1996.  The Company's 
1997 budget for capital expenditures on development activities, including 
facilities, is $16.4 million of which 54% is earmarked for exploitation of 
Tannehill and Formax.  As these activities are influenced by numerous factors 
including, but not limited to, drilling results, oil and natural gas prices, 
availability of equipment, regulatory restrictions, etc., many of which are 
outside the Company's control, the actual expenditure level may vary 
considerably from budgeted levels.

     In 1995, the Company sold its Rincon properties located in Ventura 
County, California, which comprised 1,631 acres and 15 producing wells and 
represented approximately 3% of its net daily production and 2% of its 
reserves.

Oil and Gas Properties

     Development

     South Midway-Sunset - Berry owns and operates working interests in 
eighteen properties containing 1,730 acres located in the South Midway-Sunset 
field.  The Company estimates these properties account for approximately 82% 
of the Company's proved oil and gas reserves and approximately 84% of its 
current daily production.  The wells produce from an average depth of 
approximately 1200 feet.  These properties rely on thermally enhanced oil 
recovery methods, primarily cyclic steaming.  Twelve of these properties, 
which are owned in fee, accounted for approximately 74% of Berry's average 
daily production during 1996 and represent 75% of the Company's proved oil 
and gas reserves. 

     During 1996, a total of 39 development wells were drilled and completed 
on these properties.  The objective of this work was to maintain and 
accelerate productive capacity in the Company's single largest asset.  
Included in the above program were two horizontal wells.  This improving 
technology was used on producing wells, the goal of which is to act as basal 
drainage points in mature areas of the Monarch reservoir, and provide more 
efficient reservoir depletion.  The Company is monitoring these wells to 
determine the appropriate future application to its properties, with its 
objective being to accelerate production, improve ultimate recovery of 
original oil-in-place and to reduce the development and operating costs of 
the properties.

     North Midway-Sunset - Berry owns and operates approximately 1,824 acres 
in the North Midway-Sunset field which account for approximately 9% of the 
Company's proved oil and gas reserves and approximately 9% of its current 
daily production.  These properties rely on thermally enhanced oil recovery 
methods, primarily cyclic steaming and steam flooding.  Berry's interests 
consist of four fee properties comprising 1,009 acres and seven leases 
comprising 815 acres.  The wells produce from an average depth of 
approximately 1200 feet.

 8
     During 1996, the Company drilled one Potter well, deepened one existing 
Potter well and drilled seven wells in the Mya sand reservoir.  The objective 
of this work was to maintain productive capacity and develop proven reserves. 
Two of the Mya sand wells drilled were on the Section 12 property acquired 
in 1995.  The Mya program established significant follow-up potential.

     Montalvo - Berry owns 100% of the working interest in six leases in 
Ventura County, California in the Montalvo field.  Two of the six leases are 
owned by the State of California.  The Company estimates current proved 
reserves from Montalvo account for approximately 6% of Berry's proved oil and 
gas reserves.  Total production from these leases, containing 8,563 acres, 
represents approximately 7% of Berry's total current daily oil and gas 
production. The wells produce from an average depth of approximately 12,500 
feet.  The Company's 1996 efforts were directed at improving efficiency, 
lowering operating cost and further reducing environmental risk.

     Exploration

     The Company did not participate in the drilling of any exploration wells 
in 1996.  Although the Company has significantly reduced its exploration 
program since 1994 to concentrate on improving profitability and strategic 
acquisitions, the Company may investigate and pursue a focused exploration 
program in the future.

Oil and Gas Reserves

     Reserve Reports - The Company engaged DeGolyer and MacNaughton (D&M) to 
estimate the proved oil and gas reserves and the future net revenues to be 
derived from such properties of the Company for the three years ended 
December 31, 1996 for all of the Company's properties.  D&M is an independent 
oil and gas reserve engineering firm. In preparing their reports for the 
three years ended December 31, 1996, they reviewed and examined such 
geological, economic, engineering and other data provided by the Company as 
considered necessary under the circumstances applicable to each reserve 
report.  They also examined the reasonableness of certain economic 
assumptions regarding estimated operating and development costs and recovery 
rates in light of economic circumstances as of December 31, 1996, 1995 and 
1994.  For the Company's operated properties, reserve estimates are filed 
annually with the U.S. Department of Energy.  Refer to the Supplemental 
Information About Oil & Gas Producing Activities (Unaudited) for the 
Company's oil and gas reserve disclosures.

Production

     The following table sets forth certain information regarding production 
for the years ended December 31, as indicated:

                                        1996         1995         1994 
Net Annual Production(1):
  Oil (Mbbls)                           3,491        3,277        3,250
  Gas (Mmcf)                              491          611          793
Total equivalent barrels (2)            3,573        3,379        3,382
Average Sales Price:
  Oil (per bbl)                       $ 15.42      $ 13.56      $       11.61
  Gas (per mcf)                          1.99         1.50         1.87
  Per BOE                               15.36        13.48        11.60
Average Production Cost (per BOE)        4.92         5.41         6.28

     (1)  Net production represents production owned by Berry and produced 
to its interest, less royalty and other similar interests.  All oil and gas 
produced, other than lease fuel needs, is sold at the well site.  Berry does
not refine any of its production.

     (2)  Equivalent oil and gas information is at a ratio of 6,000 cubic 
feet of natural gas to one barrel (bbl) of oil.

 9
Acreage and Wells

     At December 31, 1996, the Company's properties accounted for the 
following developed and undeveloped acres:

                                Developed Acres     Undeveloped Acres  
                               Gross        Net     Gross         Net 
      California               6,943      6,820     6,846        6,846
      Other                    1,250        220         -            -
                               -----      -----     -----        -----
                               8,193      7,040     6,846        6,846
                               =====      =====     =====        =====

       Gross acres represent all acres in which Berry has a working interest; 
net acres represent Berry's aggregate working interests in the gross acres.

     Berry currently has 2,108 gross oil wells (2,095 net) and 8 gross gas 
wells (4 net).  Gross wells represent the total number of wells in which 
Berry has a working interest.  Net wells represent the number of gross wells 
multiplied by the percentages of the working interests owned by Berry.  One 
or more completions in the same bore hole are counted as one well.  Any well 
in which one of the multiple completions is an oil completion is classified 
as an oil well.

Drilling Activity

     The following table sets forth certain information regarding Berry's 
drilling activities for the periods indicated:
             
                                  1996           1995           1994        
                              Gross    Net   Gross    Net   Gross    Net
Exploratory Wells
Drilled:
  Productive                      0    0.0       0    0.0       0    0.0
  Dry (1)                         0    0.0       4    0.7       4    0.8
Development Wells
Drilled:
  Productive                     46   45.1      44   44.0      14   14.0
  Dry (1)                         3    2.1       1    1.0       0    0.0
Total Wells Drilled:
  Productive                     46   45.1      44   44.0      14   14.0
  Dry (1)                         3    2.1       5    1.7       4    0.8

(1)  A dry well is a well found to be incapable of producing either oil or 
gas in sufficient quantities to justify completion as an oil or gas well. 

As of February 24, 1997, no exploratory wells were being drilled nor are 
budgeted to be drilled in 1997.

 10
Title and Insurance

     The Company is not aware of any defect in the title to any of its 
principal properties.  Notwithstanding the absence of a recent title opinion 
or title insurance policy, the Company believes it has satisfactory title to 
these properties, subject to such exceptions as the Company believes are 
customary and usual in the oil and gas industry and which the Company 
believes will not materially impair its ability to recover the proved oil and 
gas reserves or to obtain the resulting economic benefits.  Title insurance 
was obtained by the Company on the Tannehill and Formax properties upon their 
acquisition.

     The oil and gas business can be hazardous, involving unforeseen 
circumstances such as blowouts or environmental damage.  Although it is not 
insured against all risks, the Company maintains a comprehensive insurance 
program to address the hazards inherent in the oil and gas business.

Item 3.  Legal Proceedings

     On December 25, 1993, a crude oil spill was discovered on the Company's 
Montalvo field in Ventura County, California.  The Company estimates that the 
total discharge was approximately 2,100 barrels.  The Company paid $.6 
million to settle all potential state criminal claims against the Company in 
August 1994.  The Company reached a final settlement for civil damages and 
penalties with the federal and state governments in January 1997 and a 
consent decree was approved and entered by the U.S. District Court in Los 
Angeles, California on February 14, 1997.  The Company, without admitting any 
liability, agreed to pay approximately $3.2 million to federal and state 
agencies for response and assessment costs, civil damages and penalties 
arising from this incident.  The Company received reimbursement under its 
insurance policy for approximately $2.3 million of the settlement amount.  As 
of December 31, 1996 and February 24, 1997, the Company had received 
approximately $9.8 million and $11.2 million, respectively, under its 
insurance coverage as reimbursement for costs incurred and paid by the 
Company associated with the spill.  Management believes that its previous 
accruals are adequate.

     Information relating to the tax matters appeal to the U.S. Court of 
Appeals (Ninth Circuit) is set forth in Note 9 to the Company's financial 
statements.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

 11
                               EXECUTIVE OFFICERS

     Listed below are the names, ages (as of December 31, 1996) and positions 
of the executive officers of Berry and their business experience during at 
least the past five years.

     JERRY V. HOFFMAN, 47, Chairman of the Board, President and Chief 
Executive Officer.  Mr. Hoffman has been President and Chief Executive 
Officer since May 1994 and President and Chief Operating Officer from March 
1992 until May 1994.  Mr. Hoffman was added to the Board of Directors in 
March 1992 and named Chairman on March 21, 1997.  Mr. Hoffman held the Senior 
Vice President and Chief Financial Officer positions from January 1988 until 
March 1992.  Mr. Hoffman, a CPA, has held a variety of other positions with 
the Company and its prior subsidiaries or successors since February 1985.

     DONALD A. DALE, 50, Controller since December 1985.  Mr. Dale, a CPA, 
was the Controller for Berry Holding Company from September 1985 to December 
1985.

     RALPH J. GOEHRING, 40, Chief Financial Officer since March 1992 and 
Manager of Taxation from September 1987 until March 1992.  Mr. Goehring, a 
CPA, is also the Assistant Secretary for Berry Petroleum Company.

     CHESTER L. LOVE, 62, Vice President of Engineering since March 1994 and 
Manager of Engineering from May 1992 to March 1994.  Mr. Love, a registered 
petroleum engineer, was previously Vice President of Consulting for 
Scientific Software-Intercomp from 1979 to 1992.

     KENNETH A. OLSON, 41, Corporate Secretary since December 1985 and 
Treasurer since August 1988.  Mr. Olson, a CPA, has held a variety of other 
positions with the Company and its prior subsidiaries or successors since 
July 1985.

     MICHAEL R. STARZER, 35, Vice President of Corporate Development since 
March 1996 and Manager of Corporate Development since April 1995.  Mr. 
Starzer, a registered petroleum engineer, was with Unocal from August 1983 to 
May 1991 and from August 1993 to April 1995.  Mr. Starzer was an engineering 
consultant and worked with the California State Lands Commission from May 
1991 to August 1993.

     STEVEN J. THOMAS, 46, Manager of Production since March 1993, joined the 
Company's engineering department in September 1992.  Mr. Thomas, a registered 
petroleum engineer, was an engineering and petroleum consultant from 1990 to 
1992 and was employed by Chevron USA from 1979 to 1990 in various drilling, 
production and facilities engineering positions.

 12
                                 PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder 
Matters

     Shares of Class A Common Stock (Common Stock) and Class B Stock, 
referred to collectively as the "Capital Stock", are each entitled to one 
vote and 95% of one vote, respectively.  Each share of Class B Stock is 
entitled to a $1.00 per share preference in the event of liquidation or 
dissolution.  Further, each share of Class B Stock is convertible into one 
share of Common Stock at the option of the holder.

     In 1989, the Company adopted a Stockholder Rights Agreement and declared 
a dividend distribution of one such Right for each outstanding share of 
Capital Stock on December 22, 1989.  Each share of Capital Stock issued after 
December 22, 1989 includes one Right.  The Rights expire on December 8, 1999. 
See Note 7 of Notes to the Financial Statements.

     In conjunction with the acquisition of Tannehill, the Company issued a 
Warrant Certificate to the beneficial owners of Tannehill Oil Company.  This 
Warrant authorizes the purchase of 100,000 shares of Berry Petroleum Company 
Class A Common Stock until November 8, 2003 at $14.06 per share.  All the 
warrants are currently outstanding and the underlying shares will not be 
registered under the Securities Act of 1933.

     Berry's Class A Common Stock is listed on the New York Stock Exchange 
under the symbol "BRY".  The Class B Stock is not publicly traded. The market 
data and dividends for 1996 and 1995 are shown below:
                 
                                1996                         1995        
                    Price Range      Dividends     Price Range    Dividends
                   High       Low    per Share    High     Low    per Share
First Quarter   $ 11 1/8   $ 8 3/4    $ .10    $ 10     $ 8 3/4    $ .10
Second Quarter    12 1/2    10 3/8      .10      10 7/8   9          .10
Third Quarter     11 3/4    10 3/8      .10      10 5/8   9 3/8      .10
Fourth Quarter    14 1/2    11 1/4      .10      10 7/8   9 7/8      .10

     The closing price per share of Berry's Common Stock, as reported on the 
New York Stock Exchange Composite Transaction Reporting System for February 
24, 1997, December 31, 1996 and December 31, 1995 was $14.50, $14.375 and 
$10.125, respectively.

     The number of holders of record of the Company's Common Stock and Class 
B Stock as of February 24, 1997 was approximately 1,010 and 1, respectively.

     The Company has paid cash dividends for many years prior to the roll-up 
of the various Berry companies into Berry Petroleum Company on December 16, 
1985.  However, since Berry's formation, the Company has paid dividends on 
its Common Stock for 8 consecutive semi-annual periods through September 1989 
and for 29 consecutive quarters through December 31, 1996.  The Company 
intends to continue the payment of dividends, although future dividend 
payments will depend upon the Company's level of earnings, operating cash 
flow, capital commitments and other relevant factors.

     Dividends declared on 4,366,400 shares of certain Common Stock are 
restricted, whereby 37.5% of the dividends declared on these shares are paid 
by the Company to the surviving member of a group of individuals, the B 
Group, for as long as this remaining member shall live.

 13
Item 6.  Selected Financial Data

     The following table sets forth certain financial information with 
respect to the Company and is qualified in its entirety by reference to the 
historical financial statements and notes thereto of the Company included in 
Item 8, "Financial Statements and Supplementary Data."  The statement of 
operations and balance sheet data included in this table for each of the five 
years in the period ended December 31, 1996 were derived from the audited 
financial statements and the accompanying notes to those financial statements 
(in thousands, except per share and per barrel data): 
                                                                             
                                  1996      1995      1994      1993      1992 
Statement of Operations Data: 
Sales of oil and gas           $ 55,264  $ 45,773  $ 39,451  $ 42,843  $ 49,598
Operating costs (excluding DD&A
 and exploratory dry hole costs) 17,587    18,264    21,224    23,790    20,931
General and administrative 
expenses (G&A)(excluding DD&A)    4,820     4,578     5,118     5,999     5,511
Depreciation, depletion & 
amortization (DD&A)               7,323     6,847     7,270     9,983     8,123
Net income (loss)                17,546    12,203    (1,129)       32    10,115
Net income (loss) per share         .80       .56      (.05)        -       .46
Weighted average number 
of shares outstanding            21,939    21,932    21,932    21,926    21,915

Balance Sheet Data:
  Working capital              $  7,850  $ 36,506  $ 38,273  $ 40,418  $ 50,642
  Total assets                  176,403   117,722   118,254   135,159   140,140
  Long-term debt                 36,000         -         -         -         -
  Shareholders' equity          101,009    92,060    88,632    98,323   109,690
  Cash dividends per share          .40       .40       .40       .55       .60

Operating Data:
  Cash flow from operations      29,182    17,070    14,579    10,957    22,169
  Capital expenditures(excluding 
    acquisitions)                15,616    14,569     5,911    13,983     9,869
  Property Acquisitions (1)      69,330       503     1,023         -     2,311
  Per BOE:
    Sales price                $  15.36  $  13.48  $  11.60  $  11.43  $  12.75
    Operating costs                4.92      5.41      6.28      6.35      5.43
    G&A                            1.35      1.35      1.51      1.60      1.43
                                 ------    ------    ------    ------    ------
    Cash flow                      9.09      6.72      3.81      3.48      5.89
    DD&A                           2.05      2.03      2.15      2.67      2.11
                                 ------    ------    ------    ------    ------
    Operating income           $   7.04  $   4.69  $   1.66  $    .81  $   3.78
                                 ======    ======    ======    ======    ====== 
Production: 
    Oil (Bbls)                    3,491     3,277     3,250     3,617     3,683
    Gas (Mcf)                       491       611       793       771     1,029
    Total (BOE)                   3,573     3,379     3,382     3,746     3,855

Proved Reserves Information:
   Oil (Bbls)                   101,336    77,071    75,996    72,078    72,434
   Gas (Mcf)                      4,682     5,983     6,530     5,476    10,003
   Total (BOE)                  102,116    78,068    77,084    72,991    74,101
   Present value(NPV10)of 
     estimated future 
     cash flow before   
     income taxes              $634,579  $308,370  $263,890  $ 50,124  $155,546

(1)  Excludes cogeneration facility costs and includes certain closing and 
consultant costs related to the acquisitions.

 14
Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

     The following discussion provides information on the results of 
operations for each of the three years ended December 31, 1996 and the 
financial condition, liquidity and capital resources as of December 31, 1996. 
The financial statements and the notes thereto contain detailed information 
that should be referred to in conjunction with this discussion.

     The profitability of the Company's operations in any particular 
accounting period will be directly related to the average realized prices of 
oil and gas sold, the type and volume of oil and gas produced and the results 
of acquisition, development, exploitation and exploration activities.  The 
average realized prices for oil and gas will fluctuate from one period to 
another due to world market conditions, regional and other factors.  The 
aggregate amount of oil and gas produced may fluctuate based on development 
and exploitation of oil and gas reserves pursuant to current reservoir 
management plans.  Production rates, steam costs, labor and maintenance 
expenses are expected to be the principal influences on operating costs.  
Accordingly, the results of operations of the Company may fluctuate from 
period to period based on the foregoing principal factors, among others.

Results of Operations

     Net income for 1996 was $17.5 million, up $5.3 million and $18.6 
million, respectively, from net income of $12.2 million in 1995 and a loss of 
$1.1 million in 1994.  For the fourth quarter of 1996, net income was $5.3 
million, up $1.6 million, or 43%, from $3.7 million in the fourth quarter of 
1995 and $1.3 million, or 32.5%, from $4.0 million in the third quarter of 
1996.  The improvement in profitability in 1996 versus 1995 was primarily due 
to higher oil prices and production, lower operating costs and the reduction 
in dry hole costs, offset partially by the gain on the sale of the Rincon 
properties in 1995.

                                        1996         1995         1994 

Production - BOE Per Day                9,762        9,258        9,266
Averages Sales Price - Per BOE         $15.36       $13.48       $11.60
Operating Cost - Per BOE                 4.92         5.41         6.28
DD&A - Per BOE                           2.05         2.03         2.15
G&A - Per BOE                            1.35         1.35         1.51

     Operating income from producing operations was $30.7 million, up $9.6 
million from 1995 and $19.8 million from 1994, or 45% and 166%, respectively, 
from $21.2 million in 1995 and $11.6 million in 1994.  The improvement was 
primarily due to higher oil prices, lower operating costs and higher 
production.

     The average sales price received per BOE during 1996 of $15.36 was 14% 
and 32% higher than $13.48 and $11.60 received in 1995 and 1994, 
respectively.  Oil and gas production of 9,762 BOE per day was 504 and 496 
BOE per day higher than 1995 and 1994, respectively, primarily due to the 
Company's 1996 development program and property acquisitions in the fourth 
quarter of 1996.  Production for 1994 and 1995 includes the Rincon properties 
sold on November 1, 1995, which produced approximately 280 BOE per day.

     The Company maintained two bracketed zero cost collar hedge contracts 
with a California refiner to protect the Company's revenue from potential 
price declines.  The contracts were initiated in 1995 and early 1996 and 
covered approximately 31% of the Company's crude oil sales.  These contracts 
expired in January 1997. Because of the rise in crude oil prices which 
occurred during 1996, the hedge contract lowered the average sales price 
received for the Company's crude oil by approximately $.37 per BOE.  In late 
February 1997, the Company entered into a similar hedge contract for 
approximately 25% of its current production for a term of 18 months.

 15
     Operating costs in 1996 declined 9% and 22% from 1995 and 1994, 
respectively, to $4.92 per BOE largely due to the benefit of owning and 
operating for a full year the Company's 38 megawatt cogeneration plant, which 
was purchased in August 1995.  In addition, the Rincon properties, which 
incurred high operating costs, were sold in November 1995 and various cost 
reduction measures were initiated on the Company's properties.  The Company 
includes production taxes in its operating costs.  On a BOE basis, the amount 
of production taxes were $.48, $.45 and $.47 for 1996, 1995 and 1994, 
respectively.

     DD&A per BOE in 1996 increased slightly to $2.05 from $2.03 in 1995 and 
$2.02 in 1994.  The increase was primarily related to property acquisitions 
in the fourth quarter of 1996.  The Company expects higher DD&A costs in the 
future, in both real terms and on a BOE basis, due to acquisitions.

     On November 19, 1996, the Company acquired Tannehill, which included an 
18 megawatt cogeneration facility, for approximately $25.5 million.  On 
December 13, 1996, the Company acquired Formax for approximately $49.5 
million.  These producing properties are adjacent to and in-between the 
Company's core South Midway-Sunset producing properties and, as of February 
24, 1997, produce approximately 2,350 barrels per day of 13 degree API gravity 
crude oil.  The Company expects production from these newly acquired 
properties to exceed 3,500 barrels per day by the end of 1997.  The 18 
megawatt cogeneration facility located on Tannehill will be integrated into 
the Company's South Midway-Sunset operations to optimize steam usage and 
reduce costs.

General

     Interest income in 1996 was $2.1 million, up from $2 million in 1995 and 
$1.6 million in 1994, due primarily to higher cash reserves resulting from 
the Company's strong cash flow in 1996.  The Company anticipates that its 
interest income for 1997 will decrease significantly, and the Company will 
incur net interest expense due to the incurrence of long-term financing used 
to acquire Formax.

     G&A was $4.8 million in 1996, up 4% from $4.6 million in 1995, but down 
6% from $5.1 million in 1994.  The Company remains focused on cost control in 
all areas and, on a per barrel basis, G&A was $1.35 per BOE in 1996, 
unchanged from 1995, but down 11% from 1994.  The Company anticipates that 
its total G&A costs will increase modestly in 1997, but that the G&A per BOE 
will decline due to the higher production levels expected in 1997.

     The Company's effective income tax rate in 1996 was 36%, down slightly 
from the 1995 effective rate of 37%.  This lower rate for 1996 was the result 
of increased development activity by the Company which generated additional 
tax credits for federal and California tax purposes.  The tax benefit of 
42.1% for 1994 was the result of pre-tax losses for that year impacted by 
certain tax benefits.

     In the fourth quarter of 1996, the Company adopted the disclosure option 
of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting 
for Stock-Based Compensation."  As permitted in this pronouncement, the 
Company opted to continue to apply the accounting provisions of Accounting 
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to 
Employees," to its stock-based employee compensation arrangements.  The 
disclosure requirements of SFAS No. 123 are presented in Note 10 to the 
Company's financial statements.

     In the fourth quarter of 1995, the Company adopted SFAS No. 121, 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets 
to be Disposed Of."  This adoption resulted in no charges to the Company's 
financial statements in 1996 or 1995 and is not significantly different than 
the Company's impairment policy in effect prior to the adoption.

 16
Financial Condition, Liquidity and Capital Resources

     Working capital as of December 31, 1996 was $7.8 million, down from 
$36.5 million and $38.3 million at December 31, 1995 and December 31, 1994, 
respectively.  Cash flow provided by operating activities of $29.2 million 
was up 71% and 100% from $17.1 million and $14.6 million in 1995 and 1994, 
respectively.  Cash flow was higher in 1996 due to higher oil prices, lower 
operating costs and higher production.  Working capital declined $28.7 
million from December 31, 1995, due to the use of cash and the assumption of 
$6.9 million in short-term debt for the two acquisitions completed in the 
fourth quarter of 1996.  Other significant uses of working capital included 
the payment of $8.8 million in dividends and $9.9 million in capital 
expenditures primarily to develop the Company's existing producing properties 
including the drilling of 49 development wells.  The Company's 1997 capital 
expenditure program, which includes the drilling of approximately 90 new 
wells, is estimated to be $16.4 million and will be financed through 
internally generated cash flow.

     On December 1, 1996, the Company established a $150 million unsecured 
three-year revolving credit facility with NationsBank of Texas.  In 
conjunction with the purchase of Tannehill and Formax, the Company borrowed 
$36 million in long-term debt and incurred $6.9 million in short-term notes 
which were due and paid on January 6, 1997.  The Company is carrying $39 
million in long-term debt under this credit facility as of February 24, 1997.

     The total proved reserves at December 31, 1996 were 102.1 million BOE, 
up 31% from 78.1 million BOE at December 31, 1995 and up 32% from 77.1 
million BOE at December 31, 1994.  After production of 3.6 million BOE, the 
Company's proved reserves increased 27.6 million BOE, or 767% of 1996 
production.  The increase was primarily related to the acquisition of 
Tannehill and Formax in the fourth quarter of 1996.  The Company's present 
value of estimated future net cash flows before income taxes, discounted at 
10%, was $635 million at December 31, 1996, a 106% and 141% increase from 
$308 million and $264 million at December 31, 1995 and 1994, respectively.

Future Developments

     Proposed deregulation of the electricity generation market in California 
may have a positive or negative impact on the Company's future electricity 
revenues, and may impact the beneficial hedge on gas prices the Company 
currently enjoys.  In addition, the underlying value of the cogeneration 
facilities may be impacted as the outcome of deregulation becomes more 
apparent.

     In 1996, the American Institute of Certified Public Accountants issued 
Statement of Position (SOP) 96-1, "Environmental Remediation Liabilities," 
effective for fiscal years beginning after December 15, 1996.  Management 
does not believe that adoption of the provisions of this SOP will have a 
material impact on the financial statements of the Company.

     In 1997, the Company will adopt SFAS No. 125, "Accounting for Transfers 
and Servicing of Financial Assets and Extinguishments of Liabilities."
Management does not believe that adoption of this accounting standard will 
have a material impact on the financial statements of the Company.

Impact of Inflation

     The impact of inflation on the Company has not been significant in 
recent years because of the relatively low rates of inflation experienced in 
the United States.

Forward Looking Statements

     "Safe Harbor" statement under the Private Securities Litigation Reform 
Act of 1995.  With the exception of historical information, the matters 
discussed in this Form 10-K 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 and gas, environmental risks, drilling and operating risks, uncertainties 
about the estimates of reserves and government regulation.

 17
Item 8.  Financial Statements and Supplementary Data

                              BERRY PETROLEUM COMPANY
                         Index to Financial Statements and
                               Supplementary Data

                                                                     Page

Report of Coopers & Lybrand L.L.P., Independent Accountants . . . . . 18

Balance Sheets at December 31, 1996 and 1995  . . . . . . . . . . . . 19

Statements of Operations for the
  Years Ended December 31, 1996, 1995 and 1994  . . . . . . . . . . . 20

Statements of Shareholders' Equity for the 
  Years Ended December 31, 1996, 1995 and 1994  . . . . . . . . . . . 21

Statements of Cash Flows for the
  Years Ended December 31, 1996, 1995 and 1994  . . . . . . . . . . . 22

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . 23

Supplemental Information About Oil & Gas Producing Activities . . . . 34

Financial statement schedules have been omitted since they are either not 
required, are not applicable, or the required information is shown in the 
financial statements and related notes.

 18
                      REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Berry Petroleum Company

We have audited the accompanying balance sheets of Berry Petroleum Company as 
of December 31, 1996 and 1995, and the related statements of operations, 
shareholders' equity and cash flows for each of the three years in the period 
ended December 31, 1996.  These financial statements are the responsibility 
of the Company's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Berry Petroleum Company as 
of December 31, 1996 and 1995, and the results of its operations and its cash 
flows for each of the three years in the period ended December 31, 1996, in 
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

/s/ Coopers & Lybrand L.L.P.

February 28, 1997
Los Angeles, California

 19
                            BERRY PETROLEUM COMPANY
                                Balance Sheets
                           December 31, 1996 and 1995
                     (In Thousands, Except Share Information)
              
                                                      1996         1995     
               ASSETS
Current assets:
 Cash and cash equivalents                        $    9,970   $   18,759
 Cash - restricted                                     2,570            -
 Short-term investments available for sale               704       15,695
 Accounts receivable                                  11,701        8,414
 Prepaid expenses and other                            1,307        2,332
                                                     -------      ------- 
      Total current assets                            26,252       45,200

Oil and gas properties (successful efforts basis), 
  buildings and equipment, net                       149,510       72,042
Other assets                                             641          480
                                                     -------      -------
                                                  $  176,403   $  117,722
LIABILITIES AND SHAREHOLDERS' EQUITY                 =======      ======= 

Current liabilities:
 Accounts payable                                 $   5,154    $    3,086
 Notes payable                                        6,900             -
 Accrued liabilities                                  5,300         3,912
 Federal and state income taxes payable               1,048         1,696
                                                    -------       -------
      Total current liabilities                      18,402         8,694

Long-term debt                                       36,000             -
Deferred income taxes                                20,992        16,968

Contingencies (Note 12)

Shareholders' equity:
 Preferred stock, $.01 par value, 2,000,000 shares 
   authorized;  no shares outstanding
 Capital stock, $.01 par value:                          -             -
   Class A Common Stock, 50,000,000 shares 
    authorized; 21,046,885 shares issued and 
    outstanding (21,033,055 in 1995)                   210           210
   Class B Stock, 1,500,000 shares authorized;
    898,892 shares issued and outstanding 
    (liquidation preference of $899)                     9             9
 Capital in excess of par value                     53,029        52,850
 Retained earnings                                  47,761        38,991
                                                   -------       -------  
       Total shareholders' equity                  101,009        92,060
                                                   -------       -------
                                                 $ 176,403     $ 117,722
                                                   =======       ======= 

The accompanying notes are an integral part of these financial statements.

 20
                              BERRY PETROLEUM COMPANY
                              Statements of Operations
                   Years ended December 31, 1996, 1995 and 1994
                       (In Thousands, Except Per Share Data)
     
                                          1996        1995        1994 
Revenues:
  Sales of oil and gas                $  55,264   $  45,773   $  39,451
  Interest income (net of 
     interest expense)                    1,903       2,040       1,616
  Gain on sale of assets                      -       3,073         113
  Other income (expense), net               (72)        304         155
                                        -------     -------     -------
                                         57,095      51,190      41,335
                                        -------     -------     ------- 

Expenses:
  Operating costs                        17,587      18,264      21,224
  Depreciation, depletion & 
     amortization                         7,323       6,847       7,270
  Impairment of properties                    -           -       2,915
  Oil spill costs                             -           -       1,344
  Exploratory dry hole costs                 71       2,012       5,414
  General and administrative              4,820       4,578       5,118
                                        -------     -------     -------
                                         29,801      31,701      43,285
                                        -------     -------     ------- 
Income (loss) before income taxes        27,294      19,489      (1,950)
Provision (benefit) for income taxes      9,748       7,286        (821)
                                        -------     -------     ------- 
Net income (loss)                     $  17,546   $  12,203   $  (1,129)
                                        =======     =======     =======
Net income (loss) per share           $     .80   $     .56   $    (.05)
                                        =======     =======     =======
Weighted average number of shares 
 of capital stock used to
 calculate earnings per share            21,939      21,932      21,932
                                        =======     =======     ======= 

The accompanying notes are an integral part of these financial statements.

 21
                           BERRY PETROLEUM COMPANY
                     Statements of Shareholders' Equity
                Years Ended December 31, 1996, 1995 and 1994
                    (In Thousands, Except Per Share Data)

                                           Capital in
                        Capital Stock      Excess of     Retained  Shareholders'
                      Class A   Class B    Par Value     Earnings     Equity 
    
Balances at 
 January 1, 1994    $  210    $   9      $  52,641    $  45,463    $  98,323

Stock options expired    -        -            211            -          211
Cash dividends 
 declared-$.40 per 
 share                   -        -              -       (8,773)      (8,773)
Net income               -        -              -       (1,129)      (1,129)
                     -----    -----        -------      -------      ------- 
Balances at December 
  31, 1994             210        9         52,852       35,561       88,632

Stock retired            -        -             (2)           -           (2)
Cash dividends 
 declared -
 $.40 per share          -        -              -       (8,773)      (8,773)
Net income               -        -              -       12,203       12,203
                     -----    -----        -------      -------      ------- 
Balances at December 
  31, 1995             210        9         52,850       38,991       92,060

Stock retired            -        -             (1)           -           (1)
Stock options 
  exercised                  -        -            180            -          180
Cash dividends 
 declared -
  $.40 per share         -        -              -       (8,776)      (8,776)
Net income               -        -              -       17,546       17,546
                     -----    -----        -------      -------      ------- 

Balances at December 
  31, 1996         $   210   $    9      $  53,029    $  47,761    $ 101,009
                     =====    =====        =======      =======      ======= 

The accompanying notes are an integral part of these financial statements.

 22
                           BERRY PETROLEUM COMPANY
                          Statements of Cash Flows
                Years Ended December 31, 1996, 1995 and 1994
                               (In Thousands)

                                          1996        1995       1994   
Cash flows from operating activities:

Net income (loss)                      $ 17,546    $ 12,203  $  (1,129)
  Depreciation, depletion 
   and amortization                       7,323       6,847      7,270
  Gain on sale of assets                      -      (3,073)      (113)
  Exploratory dryhole costs                  71       1,990      5,090
  Impairment of properties                    -           -      2,915
  Increase (decrease) in deferred 
    income tax liability                  4,024      (1,985)      (762)
  Other, net                               (329)        (50)       504
                                        -------     -------    -------
Net working capital provided 
  by operating activities                28,635      15,932     13,775

  Decrease (increase) in current 
    assets other than cash,
    cash equivalents and short-term 
    investments                          (2,262)      3,113      7,256
  Increase (decrease) in current 
    liabilities                           2,809      (1,975)    (6,452)
                                        -------     -------    ------- 
Net cash provided by operating 
    activities                           29,182      17,070     14,579

Cash flows from investing activities:
  Capital expenditures, excluding 
    property acquisitions              (15,616)     (14,569)    (5,911)
  Property acquisitions                (69,330)        (503)    (1,023)
  Proceeds from sale of assets             352        6,242        327
  Purchase of short-term investments      (710)      (3,078)   (30,524)
  Maturities of short-term investments  15,700       15,000     29,874
  Restricted cash deposit               (2,570)           -          -
  Other, net                              (100)         (96)      (540)
                                       -------      -------    -------

Net cash provided by (used in) 
    investing activities               (72,274)       2,996     (7,797)

Cash flows from financing activities:
  Borrowings under line of credit       36,000            -          -
  Notes payable - Tannehill 
    acquisition                          6,900            -          -
  Dividends paid                        (8,776)      (8,773)    (8,773)
  Proceeds from exercise of 
    stock options                          179            -          -
                                       -------      -------    -------

Net cash provided by (used in) 
    financing activities                34,303       (8,773)    (8,773)

Net increase (decrease) in cash 
    and cash equivalents                (8,789)      11,293     (1,991)
Cash and cash equivalents at 
    beginning of year                   18,759        7,466      9,457
                                       -------      -------    -------

Cash and cash equivalents 
    at end of year                    $  9,970     $ 18,759    $ 7,466
                                       =======      =======    =======

Supplemental disclosures of cash flow 
  information:

Interest paid                         $     -      $     12    $     5
                                       ======        ======     ======
Income taxes paid                     $ 4,709      $  5,554    $   484
                                       ======        ======     ======
The accompanying notes are an integral part of these financial statements.

 23
                           BERRY PETROLEUM COMPANY
                        Notes to the Financial Statements

1.  General

     The Company is an independent energy company engaged in the production, 
development, acquisition, exploitation, exploration and marketing of crude 
oil and natural gas.  Substantially all of the Company's oil and gas reserves 
are located in California.  Approximately 98% of the Company's production is 
crude oil, which is principally sold to other oil companies for processing in 
refineries located in California.

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires Management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

2.  Summary of significant accounting policies

Cash and cash equivalents

     Cash equivalents consist principally of commercial paper investments.  
The Company considers all highly liquid investments purchased with a 
remaining maturity of three months or less to be cash equivalents. Cash 
equivalents of $5.9 million and $13.4 million at December 31, 1996 and 1995, 
respectively, are stated at cost, which approximates market.

Short-term investments

     All short-term investments are classified as available for sale.  
Short-term investments consist principally of United States treasury notes 
and corporate notes with remaining maturities of more than three months at 
date of acquisition.  Such investments are stated at cost, which approximates 
market. The Company utilizes specific identification in computing realized 
gains and losses on investments sold.  For the three years ended December 31, 
1996, realized and unrealized gains and losses were insignificant to the 
financial statements.  United States treasury notes with an aggregate market 
value of $.6 million are pledged as collateral to the California State Lands 
Commission as a performance bond on the Company's Montalvo properties.

Oil and gas properties, buildings and equipment

     The Company accounts for its oil and gas exploration and development 
costs using the successful efforts method.  Under this method, costs to 
acquire mineral interests in oil and gas properties, to drill and complete 
development wells and drill and complete exploratory wells that find proved 
reserves are capitalized.  Exploratory dryhole costs and other exploratory 
costs, including geological and geophysical costs, are charged to expense 
when incurred.  The costs of carrying and retaining unproved properties are 
also expensed when incurred.  Depletion of oil and gas producing properties 
is computed using the units-of-production method.  Depreciation of lease and 
well equipment is computed using the units-of-production method or on a 
straight-line basis over estimated useful lives ranging from 10 to 20 years. 
The estimated costs, net of salvage value, of plugging and abandoning oil and 
gas wells and related facilities are accrued using the units-of-production 
method and are taken into account in determining DD&A expense.  Buildings and 
equipment are recorded at cost.  Depreciation is provided on a straight-line 
basis over estimated useful lives ranging from 5 to 30 years for buildings 
and improvements and 3 to 10 years for machinery and equipment.  When assets 
are sold, the applicable costs and accumulated depreciation and depletion are 
removed from the accounts and any gain or loss is included in income.  
Expenditures for maintenance and repairs are expensed as incurred.

 24
                             BERRY PETROLEUM COMPANY
                         Notes to the Financial Statements

2.  Summary of significant accounting policies (cont'd) 

     In the fourth quarter of 1995, the Company adopted Statement of 
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment 
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This 
change had no effect on the Company's financial statements.  Pursuant to this 
standard, assets are grouped at the lowest level for which there are 
identifiable cash flows.  If it is determined that the book value of long-
lived assets cannot be recovered by estimated future undiscounted cash flows, 
they will be written down to fair value.

Steam Costs

     The costs of producing steam are recorded as an operating expense of the 
Company.  Proceeds received from the sale of electricity produced by the 
cogeneration plants are reported as a reduction to operating costs in the 
Company's financial statements.

Stock-Based Compensation

     During 1996, the Company implemented the disclosure requirements of SFAS 
No. 123, "Accounting for Stock-Based Compensation."  This statement sets 
forth alternative standards for recognition of the cost of stock-based 
compensation and requires that a Company's financial statements include 
certain disclosures about stock-based employee compensation arrangements 
regardless of the method used to account for them.  As allowed in this 
statement, the Company continues to apply Accounting Principles Board Opinion 
(APB) No. 25, "Accounting for Stock Issued to Employees," and related 
interpretations in recording compensation related to its plans.  The 
supplemental disclosure requirements and further information related to the 
Company's stock option plans are presented in Note 10 to the Company's 
financial statements.

Income Taxes

     Income taxes are provided based on the liability method of accounting 
pursuant to SFAS No. 109, "Accounting for Income Taxes."  The provision for 
income taxes is based on pre-tax financial accounting income.  Deferred tax 
assets and liabilities are recognized for the future expected tax 
consequences of temporary differences between income tax and financial 
reporting, and principally relate to differences in the tax bases of assets 
and liabilities and their reported amounts using enacted tax rates in effect 
for the year in which differences are expected to reverse.  If it is more 
likely than not that some portion or all of a deferred tax asset will not be 
realized, a valuation allowance is recognized.

Earnings per share

     Earnings per share is computed by dividing net income by the weighted 
average number of capital shares and dilutive common stock equivalents, if 
any, outstanding during the year.

Reclassifications

     Certain reclassifications have been made to the 1995 and 1994 financial 
statements to conform with the 1996 presentation.

 25
                          BERRY PETROLEUM COMPANY
                     Notes to the Financial Statements

3.  Fair value of financial instruments

     Financial instruments consist of cash and short-term investments, whose 
carrying amounts are not materially different from their fair values because 
of the short maturity of those instruments.  The Company's short-term 
investments available for sale at December 31, 1996 consist primarily of one 
United States treasury note.  All of the short-term investments at December 
31, 1996 mature in one year or less.  The carrying value of the Company's 
long-term debt is assumed to approximate its fair value since it was incurred 
in December 1996 at current interest rates.

     To protect the Company's revenues from potential price declines, the 
Company entered into two bracketed zero cost collar hedge contracts with a 
California refiner covering approximately 31% of its crude oil production.  
The posted price of the Company's 13 degree API gravity crude oil was used 
as the basis for the hedge. Both of these contracts expired in January 1997.
In late February 1997, the Company entered into a similar hedge contract for 
approximately 25% of its current production for a term of 18 months.

4.  Concentration of Credit Risks

     The Company sells oil, gas and natural gas liquids to pipelines and 
refineries.  Credit is extended based on an evaluation of the customer's 
financial condition.  For the three years ended December 31, 1996, the 
Company has experienced no credit losses on the sale of oil, gas and natural 
gas liquids.

     The Company places its temporary cash investments with high credit 
quality financial institutions and limits the amount of credit exposure to 
any one financial institution.  For the three years ended December 31, 1996, 
the Company has not incurred losses related to these investments.

     The following summarizes the accounts receivable balances at December 
31, 1996 and sales activity with significant customers for each of the years 
ended December 31, 1996, 1995 and 1994 (in thousands):

                                                   Sales
               Accounts Receivable       For the Year Ended December 31,     
Customer    Dec. 31, 1996  Dec. 31,1995      1996       1995      1994 
  
   A         $  2,246      $  1,372     $  23,067  $  12,641 $  16,027
   B            1,845           961        14,478     12,918    11,319
   C            1,282           724        10,982      9,214         -
   D                -             -             -      5,265         -
               ------        ------        ------     ------    ------ 
             $  5,373      $  3,057     $  48,527  $  40,038 $  27,346
               ======        ======        ======     ======    ======

 26
                             BERRY PETROLEUM COMPANY
                        Notes to the Financial Statements

5.  Oil and gas properties, buildings and equipment

     Oil and gas properties, buildings and equipment consist of the
following at December 31 (in thousands):

                                                 1996          1995 
Oil and gas:
  Proved properties:
    Producing properties, including 
     intangible drilling costs                $ 126,361     $  55,202
    Lease and well equipment                     88,539        75,470
  Unproved properties                               169           162
                                                -------       -------  
                                                215,069       130,834
  Less accumulated depreciation, 
   depletion and amortization                    67,995        61,456
                                                -------       -------
                                                147,074        69,378
                                                -------       -------

Commercial and other:

  Land                                              151           151
  Buildings and improvements                      3,938         3,734
  Machinery and equipment                         3,707         4,026
                                                -------       -------
                                                  7,796         7,911
  Less accumulated depreciation                   5,360         5,247
                                                -------       -------
                                                  2,436         2,664
                                                -------       -------
                                              $ 149,510     $  72,042
                                                =======       =======

The following sets forth costs incurred for oil and gas property acquisition, 
exploration and development activities, whether capitalized or expensed (in 
thousands):

                                      1996         1995         1994 
  
Acquisition of properties(1)      $  69,330     $    503     $  1,023
Exploration                              40        1,420        1,701
Development                          15,689       14,034        4,678
                                    -------      -------      -------
                                  $      85,059     $ 15,957     $  7,402
                                    =======      =======      =======

(1)  Excludes cogeneration facility costs and includes 
certain closing and consultant costs related to the acquisitions.

     The Company completed two acquisitions in 1996 for a combined purchase 
price of approximately $75 million on property acquisitions (Tannehill and 
Formax), including the purchase of an 18 megawatt cogeneration facility.  The 
properties, which produce approximately 2,350 barrels per day of 13 degree API 
gravity crude oil, on February 24, 1997, are adjacent to and in-between the 
Company's South Midway-Sunset producing properties.  These acquisitions have 
proved reserves of approximately 27 million barrels, and were financed by 
utilizing working capital and long-term borrowings.

 27
                             BERRY PETROLEUM COMPANY
                        Notes to the Financial Statements

5.  Oil and gas properties, buildings and equipment (cont'd)

Results of operations from oil and gas producing and exploration activities

     The results of operations from oil and gas producing and exploration 
activities (excluding blending operations, corporate overhead and interest 
costs) for the three years ended December 31 are as follows (in thousands):

                                       1996         1995         1994 

Sales to unaffiliated parties      $   55,264    $  45,773    $  39,451
Production costs                      (17,587)     (18,264)     (21,224)
Exploration expenses                      (71)      (2,012)      (5,414)
Depletion, depreciation and 
amortization                           (6,868)      (6,354)      (6,627)
                                      -------      -------      ------- 
                                       30,738       19,143        6,186
Income tax expenses                   (10,230)      (6,084)      (1,723)
                                      -------      -------      ------- 

Results of operations from 
  producing and exploration 
  activities                       $   20,508     $ 13,059     $  4,463
                                      =======      =======      ======= 
     In 1994, the Company recorded an impairment writedown of $2.9 million 
related to certain oil and gas properties. 

6.  Debt obligations
                                                 
Long-term debt for the years ended December 31        1996         1995
 (in thousands):

  Revolving bank facility                          $ 36,000     $     -

     At December 31, 1996, Berry had a $150 million unsecured three-year 
revolving credit facility with NationsBank of Texas.  The maximum amount 
available is subject to an annual redetermination of the borrowing base in 
accordance with lender's customary procedures and practices.  Both parties 
have bilateral rights to one additional redetermination each year. As of 
December 31, 1996, the borrowing base was $50 million and the principal 
amount outstanding was $36 million.  The revolving period is scheduled to 
terminate on December 1, 1999, at which time any unpaid balance can be 
converted to a four-year term loan, amortized quarterly.  Interest on amounts 
borrowed is charged at NationsBank base rate or at LIBOR plus .60 to 1.00 
percent, depending on the ratio of outstanding credit to the borrowing base. 
The weighted average interest rate on outstanding borrowings at December 31, 
1996 was 6.22%  The Company pays a commitment fee of .20 to .35 percent on 
the available portion of the commitment.  The credit agreement contains 
various restrictive covenants as defined in the agreement.

     In conjunction with the purchase of Tannehill, the Company incurred $6.9 
million in short-term notes, which were due and paid on January 6, 1997.

 28
                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

7.  Shareholders' equity

     Shares of Class A Common Stock (Common Stock) and Class B Stock, 
referred to collectively as the "Capital Stock" are each entitled to one vote 
and 95% of one vote, respectively.  Each share of Class B Stock is entitled 
to a $1.00 per share preference in the event of liquidation or dissolution. 
Further, each share of Class B Stock is convertible into one share of Common 
Stock at the option of the holder.

     In December 1989, the Company adopted a Stockholder Rights Agreement and 
declared a dividend distribution of one Right for each outstanding share of 
Capital Stock.  Each Right, when exercisable, entitles the holder to purchase 
one one-hundredth of a share of a Series A Junior Participating Preferred 
Stock, or in certain cases other securities, for $38.00.  The exercise price 
and number of shares issuable are subject to adjustment to prevent dilution. 
The Rights would become exercisable, unless earlier redeemed by the Company, 
10 days following a public announcement that a person or group has acquired, 
or obtained the right to acquire, 20% or more of the outstanding shares of 
Common Stock or, 10 business days following the commencement of a tender or 
exchange offer for such outstanding shares which would result in such person 
or group acquiring 20% or more of the outstanding shares of Common Stock, 
either event occurring without the prior consent of the Company.

     The Rights will expire in December 1999 or may be redeemed by the 
Company at 1 cent per Right prior to that date unless they have theretofore 
become exercisable.  The Rights do not have voting or dividend rights, and 
until they become exercisable, have no diluting effect on the earnings of the 
Company.  A total of 250,000 shares of the Company's Preferred Stock has been 
designated Series A Junior Participating Preferred Stock and reserved for 
issuance upon exercise of the Rights.

     In conjunction with the acquisition of Tannehill, the Company issued a 
Warrant Certificate to the beneficial owners of Tannehill Oil Company.  This 
Warrant authorizes the purchase of 100,000 shares of Berry Petroleum Company 
Class A Common Stock until November 8, 2003 at $14.06 per share.  All the 
warrants are currently outstanding and the underlying shares will not be 
registered under the Securities Act of 1933.

     The Company issued 13,932, 0, and 0 shares in 1996, 1995 and 1994, 
respectively, through its stock option plans.  

      Dividends declared on 4,366,400 shares of certain Common Stock are 
restricted, whereby 37.5% of the dividends declared on these shares are paid 
by the Company to the surviving member of a group of individuals, the B 
Group, as long as this remaining member shall live.

8.  Transactions with affiliates

     The University Cogeneration Partners, Ltd. 1985-1, a limited 
partnership, was formed in 1985 to finance the construction of a cogeneration 
plant on the Company's properties.  The Company also committed to purchase 
the steam generated by the plant and supply the natural gas to fuel the 
plant.  The Company owned approximately 45% of the partnership and its 
investment of $1.9 million was accounted for at cost.  On August 1, 1995, the 
Company purchased the remaining 55% interest in the cogeneration plant for 
approximately $5.2 million.  The total cost of the cogeneration plant is 
included in lease and well equipment at December 31, 1996 and 1995.  Amounts 
paid by the Company for the steam in 1995 (through July) and 1994 were $2.6 
million and $4.6 million, respectively.

 29
                          BERRY PETROLEUM COMPANY
                     Notes to the Financial Statements

9.  Income taxes

     The provision (benefit) for income taxes consists of the following (in 
thousands):

                                          1996       1995       1994 
Current:
  Federal                               $       3,519    $ 5,089    $   158
  State                                   1,027      2,042        (56)
                                         ------     ------     ------    
                                          4,546      7,131        102
                                         ------     ------     ------

Deferred:
  Federal                                 4,322        828     (1,077)
  State                                     880       (673)       154
                                         ------     ------     ------
                                          5,202        155       (923)
                                         ------     ------     ------
                                        $ 9,748    $ 7,286    $  (821)
                                         ======     ======     ======

     The current deferred tax assets and liabilities are offset and presented 
as a single amount in the financial statements. Similarly, the noncurrent 
deferred tax assets and liabilities are presented in the same manner.  The 
following table summarizes the components of the total deferred tax assets 
and liabilities before such financial statement offsets.  The components of 
the net deferred tax liability are as follows (in thousands):

                                              Dec. 31,       Dec. 31,
                                                1996           1995    
Deferred tax asset
  Federal benefit of state taxes             $  1,710       $  1,756
  Net operating loss carryforwards                137            171
  Credit/deduction carryforwards                    -            634
  Other net                                       311            368
                                               ------         ------ 
                                                2,158          2,929
                                               ------         ------ 
Deferred tax liability
  Depreciation and depletion                  (18,529)       (15,195)
  State taxes, net                             (4,002)        (3,122)
  Other, net                                     (622)          (405)
                                               ------         ------
                                              (23,153)       (18,722)
                                               ------         ------
Net deferred tax liability                   $(20,995)      $(15,793)
                                               ======         ======

 30
                             BERRY PETROLEUM COMPANY
                         Notes to the Financial Statements

9.  Income taxes (cont'd)

     Income taxes computed by applying U.S. statutory federal rates to income 
(loss) before income taxes are reconciled to the provision (benefit) for 
income taxes as follows (in thousands):

                                        1996        1995        1994  
   
Tax (benefit) computed at statutory 
    federal rate                     $  9,553    $  6,821    $   (663)

Increase (decrease) in taxes 
  resulting from:

  Asset acquisition/sale 
    differences                            -        1,315         394
  Percentage depletion                  (467)        (402)       (290)
  State taxes, net                     1,240          888          98
  Enhanced oil recovery, 
    nonconventional fuel tax
    and alternative minimum tax 
    credits                           (1,230)      (1,115)       (406)
  Other, net                             652         (221)         46
                                      ------       ------      ------
                                    $  9,748     $  7,286     $  (821)
                                      ======       ======      ======

Effective tax rate                      35.7%        37.4%      (42.1)%

     The Company has $.4 million of loss carryforwards which may be utilized 
in future years to reduce the Company's federal income taxes.  These loss 
carryforwards expire in the year 2000.  The Company also has approximately 
$.2 million of enhanced oil recovery tax credit carryforwards available to 
reduce future state income taxes. 

     The Company went to trial in April 1993 before the U.S. Tax Court on 
certain federal tax issues relating to the years 1987 through 1989.  The 
Court's decision was rendered in May 1995, resulting in an approximate $.5 
million charge in the second quarter of 1995.  The Company is pursuing an 
appeal of the Court's decision with respect to certain issues to the U.S. 
Court of Appeals (Ninth Circuit) and a hearing is scheduled in March 1997 
with a decision expected before year end 1997.

 31
                     BERRY PETROLEUM COMPANY
                Notes to the Financial Statements

10.  Stock option and stock appreciation rights plans

     The Company has a 1987 Nonstatutory Stock Option Plan (the NSO Plan) and 
a 1987 Stock Appreciation Rights Plan (the SAR Plan).  The NSO Plan provided 
for the granting of options (Options) to purchase up to an aggregate of 
700,000 shares of Common Stock.  The SAR Plan originally authorized a maximum 
of 700,000 shares of Common Stock subject to stock appreciation rights 
(SARs).  Holders of SARs have the right upon exercise to receive a payment, 
payable at the discretion of the Compensation Committee in cash or in shares 
of Common Stock, equal to the amount by which the market price exceeds the 
Base Price (as defined) with respect to the shares subject to such SARs on 
the date of exercise.  In December 1994, the Board of Directors adopted a 
resolution to terminate the 1987 Stock Appreciation Rights Plan without 
utilizing the 307,860 SARs which were still available for issuance.  The 
9,200 outstanding SARs at year end are still available for exercise under the 
original terms of issuance.  Total compensation expense recognized for the 
SAR Plan in 1996, 1995 and 1994 was $104,000, $9,000 and $0, respectively.

     On December 2, 1994, the Board of Directors of the Company adopted the 
Berry Petroleum Company 1994 Stock Option Plan (the 1994 Plan).  The 1994 
Plan was approved by the shareholders in May 1995 and provides for the 
granting of stock options to purchase up to an aggregate of 1,000,000 shares 
of Common Stock.  All Options, with the exception of the formula grants to 
non-employee directors, will be granted at the discretion of the Compensation 
Committee of the Board of Directors.  The term of each Option may not exceed 
ten years from the date the Option is granted.  

     On December 6, 1996 and December 2, 1994, 480,000 and 300,000 Options, 
respectively, were issued to certain key employees at an exercise price of 
$14.00 and $10.75 per share, respectively, which was the closing market price 
of the Company's Class A Common Stock on the New York Stock Exchange on those 
dates.  The Options vest 25% per year for four years.  The 1994 Plan also 
allows for Option grants to the Board of Directors under a formula plan 
whereby all non-employee directors are eligible to receive 3,000 Options 
annually on December 2 at the fair value on the date of grant. The Options 
granted to the non-employee directors vest immediately.  Through this 1994 
Plan, 33,000 Options were issued on December 2, 1996, 1995 and 1994, (3,000 
Options to each of the eleven nonemployee directors each year) at an exercise 
price of $13.75, $10.625 and $10.75 per share, respectively.  

     The Company applies APB No. 25 and related interpretations in accounting 
for its stock option plans.  Accordingly, since the stock options related to 
the 1987 plan were issued at prices below the existing current market prices 
and they were fully vested previously, compensation related to this plan was 
recorded in prior years.  The Options issued per the 1994 plan were issued at 
market price.  Compensation recognized related to this plan was $64,000 in 
1996 and $0 in 1995 and 1994.

     Under SFAS No. 123, compensation cost would be recognized for the fair 
value of the employee's option rights.  In determining the fair value, the 
Company used the Black-Scholes model, assumed a dividend of $.40 per year, an 
expected life of four years for all grants, an expected volatility of 24.97% 
and a risk free interest rate of 6.10% for all years.  Had compensation cost 
for the 1994 plan been based upon the fair value at the grant dates for 
awards under this plan consistent with the method of SFAS No. 123, the 
Company's net income and earnings per share would have been reduced to the 
pro-forma amounts indicated below (in thousands, except per share data):

                                       1996         1995         1994   

  Net income (loss) as reported     $ 17,546     $ 12,203     $ (1,129)
  Pro forma                         $ 17,387     $ 12,066     $ (1,173)

  Net income (loss) per share as 
    reported                        $    .80     $    .56     $   (.05)
  Pro forma                         $    .79     $    .55     $   (.05)

 32
                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

10.  Stock option and stock appreciation rights plans (cont'd) 

     The following is a summary of stock-based compensation activity for the 
years 1996, 1995 and 1994.
        
                           1996              1995              1994 
                    Options     SARs  Options     SARs  Options      SARs
Balance outstanding, 
January 1           431,141   39,740  398,141   39,740  142,941    69,020
  Granted           513,000        -   33,000        -  333,000         -
  Exercised         (76,912) (30,540)       -        -        -    (5,380)
  Canceled/expired   (6,000)       -        -        -  (77,800)  (23,900)
                    -------   ------  -------   ------  -------   -------
Balance outstanding,
  December 31       861,229   9,200   431,141   39,740  398,141    39,740
                    =======   ======  =======   ======  =======   ======= 

Balance exercisable at 
  December 31       231,229   9,200   206,141   39,740   65,141    39,740
                    =======  ======   =======   ======  =======   =======  
Available for future 
  grant             320,800       -   827,800        -  860,800    39,740
                    =======  ======   =======   ======  =======   =======

Exercise price-
    range          $   9.80 $  9.80   $  9.80  $  9.80  $  9.80   $  9.80
                   to 14.00to 10.00  to 10.75 to 10.00 to 10.75  to 10.00    
                    =======  ======   =======   ======  =======   =======
Weighted average 
 remaining contractual
 life (years)            9        2         8        3        9         4
                    ======   ======   =======   ======  =======   ======= 

Weighted average fair 
 value per option 
 granted during 
 the year          $  3.22            $  2.23          $  2.26
                    ======             ======           ====== 

Weighted average option exercise price information for the years 1996, 
1995 and 1994 as follows:

                                      1996         1995         1994
Outstanding at January 1           $  10.52     $  10.51     $   9.86
Granted during the year            $  13.98     $  10.63     $  10.75
Exercised during the year          $  12.82     $      -     $      -
Expired during the year            $  10.69     $      -     $   9.85
Outstanding at December 31         $  12.61     $  10.52     $  10.51
Exercisable at December 31         $  11.02     $  10.45     $   9.88

11.  Retirement Plan

     The Company sponsors a defined contribution retirement or thrift plan 
(401(k) Plan) to assist all employees in providing for retirement or other 
future financial needs.  Employee contributions (up to 6% of their earnings) 
are matched by the Company dollar for dollar.  Effective November 1, 1992, 
the 401(k) Plan was modified to provide for increased Company matching of 
employee contributions whereby the monthly Company matching contributions 
will range from 6% to 9% of eligible participating employee earnings, if 
certain financial results are achieved.  Due to improved financial results, 
the monthly matching contributions ranged from 6% to 9% during 1996 and 1995. 
For 1994, all matching contributions were at the 6% rate.  The Company's 
contributions to the 401(k) Plan were $.3 million in 1996,  $.2 million in 
1995 and $.2 million in 1994. 

 33
                            BERRY PETROLEUM COMPANY
                        Notes to the Financial Statements

12.  Oil Spill

     On December 25, 1993, the Company experienced a crude oil spill of 
approximately 2,100 barrels on its PRC 735 State lease located in the 
Montalvo field in Ventura County, California.  The spill required clean-up of 
the area directly around the pipe as well as the nearby beach and an 
agricultural runoff pond.  Working closely with various regulatory agencies, 
the Company substantially completed the clean-up of the spill in January 
1994.  The Company negotiated a resolution of the state criminal 
investigation for a total of $.6 million in August 1994.  The Company reached 
a final settlement for civil damages and penalties with the federal and state 
governments in January 1997 and a consent decree was approved and entered by 
the U.S. District Court in Los Angeles, California on February 14, 1997.  The 
Company, without admitting any liability, agreed to pay approximately $3.2 
million to federal and state agencies for response and assessment costs, 
civil damages and penalties arising from this incident.  The Company received 
reimbursement under its insurance policy for approximately $2.3 million of 
the settlement amount.  On December 31, 1996, the Company held cash of $2.6 
million in an escrow account which was restricted for usage specifically for 
this pending settlement.

     The costs incurred and estimated to be incurred in connection with the 
spill not yet paid by the Company are included in accrued liabilities at 
December 31, 1996, and the probable remaining minimum insurance reimbursement 
is included in accounts receivable. As of December 31, 1996 and February 24, 
1997, the Company had received approximately $9.8 million and $11.2 million, 
respectively, under its insurance coverage as reimbursement for costs 
incurred and paid by the Company associated with the spill.  Management 
believes that it is probable that this matter, including final reimbursement, 
will be resolved in 1997 and that its previous accruals are adequate.

13.  Quarterly financial data (unaudited)

     The following is a tabulation of unaudited quarterly operating results 
for 1996 and 1995 (in thousands, except for per share data). 

                         Operating      Gross        Net     Net Income 
1996                      Revenues      Profit     Income     Per Share

First Quarter            $  12,145    $  6,825    $  3,861       $ .18
Second Quarter              13,219       7,820       4,398         .20
Third Quarter               13,433       7,063       4,012         .18
Fourth Quarter              16,394       8,958       5,275         .24
                           -------     -------     -------        ---- 
                         $  55,191    $ 30,666    $ 17,546       $ .80
                           =======     =======     =======        ====

1995

First Quarter            $  10,445    $  3,872    $  2,210       $ .10
Second Quarter              12,436       5,933       2,876         .13
Third Quarter               12,172       5,688       3,374         .16
Fourth Quarter              10,732       3,394       3,743         .17
                           -------     -------     -------        ----
                         $  45,785    $ 18,887    $ 12,203       $ .56
                           =======     =======     =======        ==== 

 34
                           BERRY PETROLEUM COMPANY

Supplemental Information About Oil & Gas Producing Activities (Unaudited)

     The following estimates of proved oil and gas reserves, both developed 
and undeveloped, represent interests owned by the Company located solely 
within the United States.  Proved reserves represent estimated quantities of 
crude oil and natural gas which geological and engineering data demonstrate 
with reasonable certainty to be recoverable in future years from known 
reservoirs under existing economic and operating conditions.  Proved 
developed oil and gas reserves are the quantities expected to be recovered 
through existing wells with existing equipment and operating methods.  Proved 
undeveloped oil and gas reserves are reserves that are expected to be 
recovered from new wells on undrilled acreage, or from existing wells for 
which relatively major expenditures are required for completion.

     Disclosures of oil and gas reserves which follow are based on estimates 
prepared by independent engineering consultants for the three years 
ended December 31, 1996.  Such estimates are subject to numerous 
uncertainties inherent in the estimation of quantities of proved reserves and 
in the projection of future rates of production and the timing of development 
expenditures.  These estimates do not include probable or possible reserves.

Changes in estimated reserve quantities

     The net interest in estimated quantities of proved developed and 
undeveloped reserves of crude oil and natural gas at December 31, 1996, 1995 
and 1994, and changes in such quantities during each of the years then ended 
were as follows (in thousands):

                          1996              1995               1994 
                      Oil      Gas      Oil       Gas     Oil       Gas
                     Mbbls     Mmcf    Mbbls      Mmcf    Mbbls     Mmcf
Proved developed 
  and undeveloped
  reserves:
  Beginning of year 77,071    5,983   75,996     6,530   72,078    5,476
  Revision of previous 
  estimates            739     (810)   5,266       803    6,002    1,847
  Production        (3,491)    (491)  (3,277)     (611)  (3,250)    (793)
  Sale of reserves
   in place              -        -   (1,698)     (739)       -        -
  Purchase of reserves
   in place         27,017        -      784         -    1,166        -
                   -------    -----   ------     -----   ------    -----
  End of year      101,336    4,682   77,071     5,983   75,996    6,530
                   =======    =====   ======     =====   ======    =====   

Proved developed reserves:
  Beginning of year 62,856    3,380   62,718     4,727   62,261    4,810
                   =======    =====   ======     =====   ======    =====
  End of year       76,358    2,608   62,856     3,380   62,718    4,727
                   =======    =====   ======     =====   ======    =====   

 35
                         BERRY PETROLEUM COMPANY

Supplemental Information About Oil & Gas Producing Activities 
(Unaudited)(Cont'd)

     Standardized measure of discounted future net cash flows from estimated 
production of proved oil and gas reserves (in thousands):

     The standardized measure has been prepared assuming year-end sales 
prices adjusted for fixed and determinable contractual price changes, current 
costs and statutory income tax rates previously legislated, and a ten percent 
annual discount rate.  No deduction has been made for depletion, depreciation 
or any indirect costs such as general corporate overhead or interest expense.

                                     1996          1995          1994     
Future cash inflows             $       1,875,373   $ 1,039,150    $  960,412
Future production and 
  development costs                (429,879)     (311,955)     (317,735)
Future income tax expenses         (495,412)     (245,416)     (213,225)
                                  ---------     ---------     ---------
Future net cash flows               950,082       481,779       429,452

10% annual discount for estimated
  timing of cash flows             (529,523)     (273,478)     (248,499)
                                  ---------     ---------     ---------

Standardized measure of discounted
  future net cash flows         $   420,559   $   208,301    $  180,953
                                  =========     =========     =========

Pre-tax standardized measure 
  of discounted future net
  cash flows                    $   634,579   $   308,370    $  263,890
                                  =========     =========     =========

Average sales prices at December 31:

          Oil ($/Bbl)           $     18.37   $     13.39    $    12.49
          Gas ($/Mcf)           $      3.02   $      1.45    $     1.78

Changes in  standardized measure of discounted future net cash flows from 
proved oil and gas reserves (in thousands):

                                     1996          1995          1994 

Standardized measure - beginning
   of year                      $   208,301   $   180,953    $   36,626
                                  ---------     ---------     ---------
Sales of oil and gas produced,
   net of production costs          (37,677)      (27,509)      (18,227)
Revisions to estimates of 
   proved reserves:
  Net changes in sales prices and 
    production costs                170,529        41,726       194,099
  Revisions of previous 
    quantity estimates                4,020        23,584        24,315
  Change in estimated future 
    development costs               (19,294)      (14,234)       (5,470)
Extensions, discoveries and improved 
    recovery less related costs           -             -             -
Purchases of reserves in place      171,456         2,316         3,815
Sale of reserves in place                 -        (8,645)            -
Development costs incurred during
    the period                        9,305        14,034         4,678
Accretion of discount                30,837         2,639         4,602
Income taxes                       (101,936)      (13,126)      (68,416)
Other                               (14,982)        6,563         4,931
                                  ---------     ---------     ---------
Net increase                        212,258        27,348       144,327
                                  ---------     ---------     --------- 
Standardized measure - 
    end of year                 $   420,559    $  208,301    $  180,953
                                  =========     =========     =========

 36
                              BERRY PETROLEUM COMPANY

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

     None
                                PART III

Item 10.  Directors and Executive Officers of the Registrant

     The information called for by Item 10 is incorporated by reference from 
information under the caption "Election of Directors" in the Company's 
definitive proxy statement to be filed pursuant to Regulation 14A no later 
than 120 days after the close of its fiscal year.  The information on 
Executive Officers is contained in Part I of this Form 10-K.

Item 11.  Executive Compensation

     The information called for by Item 11 is incorporated by reference from 
information under the caption "Executive Compensation" in the Company's 
definitive proxy statement to be filed pursuant to Regulation 14A no later 
than 120 days after the close of its fiscal year.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information called for by Item 12 is incorporated by reference from 
information under the caption "Voting Securities" and "Principal Shareholders 
and Ownership by Management" in the Company's definitive proxy statement to 
be filed pursuant to Regulation 14A no later than 120 days after the close of 
its fiscal year.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 and related 
Securities and Exchange Commission rules require that directors and executive 
officers report to the Securities and Exchange Commission changes in their 
beneficial ownership of Berry stock, and that any late filings be disclosed. 
Based solely on a review of the copies of such forms furnished to the 
Company, or written representations that no Form 5 was required, the Company 
believes that all Section 16(a) filing requirements were complied with.

Item 13.  Certain Relationships and Related Transactions

     The information called for by Item 13 is incorporated by reference from 
information under the caption "Certain Relationships and Related 
Transactions" in the Company's definitive proxy statement to be filed 
pursuant to Regulation 14A no later than 120 days after the close of its 
fiscal year.

 37
                               PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

A.  Financial Statements and Schedules

      See Index to Financial Statements and Supplementary Data in Item 8.

B.  Reports on Form 8-K

     A Form 8-K was filed on December 2, 1996 to report an Item 2 - 
Acquisition of Assets.  The Form 8-K was filed to report the 
acquisition on November 19, 1996 of the Tannehill assets for $25.5 million.  
No financial  statements were filed with this Form 8-K, however, 
summary financial statements and pro forma information were filed on         
January 30, 1997 with a Form 8-K/A.

     A Form 8-K was filed on December 17, 1996 to report an Item 2 - 
Acquisition of Assets.  The Form 8-K was filed to report the acquisition 
on December 13, 1996 of the Formax assets for $49.5 million.  No financial 
statements were filed with this Form 8-K, however, summary financial 
statements and pro forma information were filed on February 21, 1997 
with a Form 8-K/A.

     A Form 8-K was filed on December 19, 1996 to report an Item 6 - 
Resignation of Registrant's Chairman of the Board of Directors 
effective March 21, 1997.

     A Form 8-K/A was filed on March 4, 1997 to amend the original Form 8-K 
filed on December 19, 1996 to change the resignation of a director to an 
Item 5 - Other Event as no disagreement or dispute existed.

     A Form 8-K was filed on December 18, 1996 to report an Item 5 - Other 
Event.  The Form 8-K was filed to report the Company entering into a 
$150 million unsecured three-year revolving credit facility agreement with   
NationsBank of Texas.

     A Form 8-K/A was filed on January 30, 1997 to amend the original 
Form 8-K filed on December 2, 1996 to report the Tannehill acquisition,
to update the Form 8-K to include the financial statements and pro forma 
financial information.

     A Form 8-K/A was filed on February 21, 1997 to amend the original Form 
8-K filed on December 17, 1996 to report the Formax acquisition, 
to update the Form 8-K to include the financial statements and pro forma 
financial information.

     A Form 8-K was filed on January 23, 1997 to report an Item 5 - Other 
Event.  The Form 8-K was filed to report a settlement with the state 
and federal government for the civil damages and penalties relating to the 
December 1993 oil pipeline release at the Company's Montalvo field in 
Ventura County, California.

 38
C.   Exhibits

Exhibit No.               Description of Exhibit                   Page

3.1*    Registrant's Restated Certificate of Incorporation (filed 
        as Exhibit 3.1 to the Registrant's Registration Statement 
        on Form S-1 filed on June 7, 1989, File No. 33-29165)
3.2*    Registrant's Restated Bylaws (filed as Exhibit 3.2 to the 
        Registrant's Registration Statement on Form S-1 on 
        June 7, 1989, File No. 33-29165)
3.3*    Registrant's Certificate of Designation, Preferences and 
        Rights of Series A Junior Participating Preferred Stock
        (filed as Exhibit 3.3 to the Annual Report on Form 10-K 
        for the year ended December 31, 1989, File No. 0-11708)
4.1*    Rights Agreement between Registrant and Bank of America dated 
        as of December 8, 1989 (filed as Exhibit 1 to Form 8-K filed
        on December 20, 1989, File No. 0-11708)
10.1*   Description of Cash Bonus Plan of Berry Petroleum Company 
        (filed as Exhibit 10.7 to the Annual Report on Form 10-K 
        for the year ended December 31, 1990, File No. 1-9735)
10.2*   Salary Continuation Agreement dated as of March 20, 1987, as 
        amended August 28, 1987, by and between Registrant and 
        Jerry V. Hoffman (filed as Exhibit 10.11 to the Registration
        Statement on Form S-1 filed on June 7, 1989, File No. 33-29165)
10.3*   Form of Salary Continuation Agreements dated as of March 20, 
        1987, as amended August 28, 1987, by and between Registrant 
        and selected employees of the Company (filed as Exhibit 10.12
        to the Registration Statement on Form S-1 filed on June 7, 
        1989, File No. 33-29165)
10.4*   Instrument for Settlement of Claims and Mutual Release by and 
        among Registrant, Victory Oil Company, the Crail Fund and 
        Victory Holding Company effective October 31, 1986 (filed 
        as Exhibit 10.13 to Amendment No. 1 to the Registrant's 
        Registration Statement on Form S-4 filed on May 22, 1987, 
        File No. 33-13240)
10.5*   1987 Nonstatutory Stock Option Plan and 1987 Stock Appreciation 
        Rights Plan as amended March 18, 1988 (filed as Exhibit 10.14 
        in Registrant's Registration Statement on Form S-8 filed on July 
        28, 1988, File No. 33-23326)
10.6*   Service Contract by and between Registrant and Pride Petroleum 
        Services, Inc. dated November 1, 1989 (filed as Exhibit 10.23 
        to the Registrant's Annual Report on Form 10-K for the year 
        ended December 31, 1989, File No. 0-11708)
10.7*   1994 Stock Option Plan (filed as Exhibit 10.8 to the 
        Registrant's Annual Report on Form 10-K for the year ended 
        December 31, 1994, File No. 1-9735)
10.8*   Standard Offer #2 Power Purchase Agreement dated May 1984, as 
        amended by and between Registrant and Pacific Gas and Electric 
        Company (filed as Exhibit 10.8 in Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1995, 
        File No. 1-9735)
10.9*   Purchase and Sale Agreement, dated as of November 8, 1996, by 
        and between the Registrant and Tannehill Oil Company, Inc., a 
        California corporation (filed as Exhibit 10.1 in Registrant's
        Form 8-K filed on December 2, 1996, File No. 1-9735)
10.10*  Purchase and Sale Agreement, dated as of November 8, 1996, by 
        and between the Registrant and Tannehill Electric Company, Inc.,
        a California corporation (filed as Exhibit 10.2 in Registrant's
        Form 8-K on December 2, 1996, File No. 1-9735)
10.11*  Purchase and Sale Agreement, dated as of November 8, 1996, by 
        and between the Registrant and Tannehill Oil Company, a 
        California general partnership, and Boyce Resource Development
        Company, a California corporation; Albert G. Boyce, Jr., as 
        Trustee of Trust "B" Under the Will of Albert G. Boyce, Sr., 
        Deceased; William J. Boyce; Albert Gallatin Boyce V; 
        Mary Katherine Boyce; John T. Hinkle; General Western, Inc., 
        a New Mexico corporation; Delmar R. Archibald Family Trust, dated 
        June 22, 1982; Lisle Q. Tannehill; John W. Tannehill; Gail Kay 
        Tannehill, as Trustee of the Gail Kay Tannehill Family Trust,
        dated April 9, 1996; and Thomas H. Tannehill, all acting as 
        partners of Tannehill Oil Company and individually, jointly 
        and severally (filed as Exhibit 10.3 in Registrant's Form 8-K 
        filed on December 2, 1996, File No. 1-9735)

 39
Exhibits (cont'd)

Exhibit No.                  Description of Exhibit                 Page

10.12*  Credit Agreement, dated as of December 1, 1996, by and 
        between the Registrant and NationsBank of Texas, N.A. 
        (filed as Exhibit 10.1 in Registrant's Form 8-K filed on 
        December 18, 1996, File No. 1-9735)
10.13*  Stock Purchase Agreement, dated December 11, 1996, by and 
        between the Registrant and Exxon Corporation, a New Jersey 
        corporation (filed as Exhibit 10.1 in Registrant's Form 8-K
        filed on December 17, 1996, File No. 1-9735)
10.14   Standard Offer #2 Power Purchase Agreement dated May 1984    43
        by and between Registrant's predecessor and Pacific Gas and 
        Electric Company.
10.15   Standard Offer #1 Power Purchase Agreement dated            129
        January 16, 1997, by and between Registrant and 
        Pacific Gas and Electric Company.
10.16   Warrant Certificate dated November 14, 1996,                211
        by and between Registrant and Tannehill Oil Company.
23.1    Consent of Coopers & Lybrand L.L.P.                         220
23.2    Consent of DeGolyer and MacNaughton                         221
27. **  Financial Data Schedule                                     222
99.1    Undertaking for Form S-8 Registration Statements            223
99.2*   Form of Indemnity Agreement of Registrant (filed as Exhibit 
        28.2 in Registrant's Registration Statement on Form S-4 
        filed on April 7, 1987, File No. 33-13240)
99.3*   Form of "B" Group Trust (filed as Exhibit 28.3 to Amendment
        No. 1 to Registrant's Registration Statement on Form S-4 
        filed on May 22, 1987, File No. 33-13240)

*  Incorporated by reference
** Included in the Company's electronic filing on EDGAR

 40
     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereto duly authorized on March 21, 1997.

                       BERRY PETROLEUM COMPANY

/s/ JERRY V. HOFFMAN      /s/ RALPH J. GOEHRING       /s/ DONALD A. DALE
JERRY V. HOFFMAN           RALPH J. GOEHRING           DONALD A. DALE
President and Chief       Chief Financial Officer   Controller (Principal
  Executive Officer   (Principal Financial Officer)   Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities on the dates so indicated.

     Name                         Office                     Date   

/s/ Jerry V. Hoffman        Chairman of the Board,              March 21, 1997
Jerry V. Hoffman           President & Chief 
                          Executive Officer

/s/ Benton Bejach               Director                       March 21, 1997
Benton Bejach

/s/ William F. Berry            Director                       March 21, 1997
William F. Berry

/s/ Gerry A. Biller           Director                       March 21, 1997
Gerry A. Biller

/s/ Ralph B. Busch, III   Director                       March 21, 1997
Ralph B. Busch, III

/s/ William E. Bush,Jr.   Director                       March 21, 1997
William E. Bush, Jr.

/s/ William B. Charles     Director                       March 21, 1997
William B. Charles

/s/ Richard F. Downs      Director                       March 21, 1997
Richard F. Downs

/s/ John A. Hagg                Director                       March 21, 1997
John A. Hagg

/s/Thomas J. Jamieson     Director                       March 21, 1997
Thomas J. Jamieson

/s/ Roger G. Martin             Director                       March 21, 1997
Roger G. Martin

 43

                                   STANDARD OFFER #2

                               POWER PURCHASE AGREEMENT

                                          FOR

                                FIRM CAPACITY AND ENERGY

                                        BETWEEN

                              SOLAR TURBINES INCORPORATED

                                          AND

                            PACIFIC GAS AND ELECTRIC COMPANY

 

 

                                   MAY 1984

                                                           S.O. #2
                                                           May 7, 1984
                                      1

 2

                              STANDARD OFFER #2:

                           FIRM CAPACITY AND ENERGY

                           POWER PURCHASE AGREEMENT

                                   CONTENTS

  Article                                                          Page

    1   QUALIFYING STATUS                                            3

    2   PURCHASE OF POWER                                            4

    3   PURCHASE PRICE                                               6

    4   NOTICES                                                      6

    5   DESIGNATED SWITCHING CENTER                                  7

    6   TERMS AND CONDITIONS                                         7

    7   TERM OF AGREEMENT                                            7

Appendix A:   GENERAL TERMS AND CONDITIONS

Appendix B:   ENERGY PRICES

Appendix C:   FIRM CAPACITY PRICE SCHEDULE

Appendix D:   ADJUSTMENT OF CAPACITY PAYMENTS IN THE EVENT OF 

              TERMINATION OR REDUCTION

Appendix E:   INTERCONNECTION

                                                            S.O. #2
                                                            May 7, 1984

                                       2

 3

                           FIRM CAPACITY AND ENERGY

                           POWER PURCHASE AGREEMENT

                                    BETWEEN

                          SOLAR TURBINES INCORPORATED

                                      AND

                         PACIFIC GAS AND ELECTRIC COMPANY

     SOLAR TURBINES INCORPORATED ("Seller"), and PACIFIC GAS AND
ELECTRIC COMPANY (PGandE), referred to collectively as Parties and
individually as Party, agree as follows:

                         ARTICLE 1   QUALIFYING STATUS

     Seller warrants that, at the date of first power deliveries from Seller's
Facility ((1)) and during the term of agreement, its Facility shall meet the
qualifying facility requirements established as of the effective date of this
Agreement by the Federal Energy Regulatory Commission's rules (18 Code of
Federal Regulations 292) implementing the Public Utility Regulatory Policies
Act of 1978 (16 U.S.C.A. 796, et seq.).

                                                          
((1))  Underlining identifies those terms which are defined in Section A-1     
       of Appendix A.

                                                            S.O. #2
                                                            May 7, 1984

                                       3
 4

                         ARTICLE 2   PURCHASE OF POWER

     (a)  Seller shall sell and deliver and PGandE shall purchase and
accept delivery of firm capacity and energy at the voltage level of kv ((1))
as indicated below --
               1.     Contract capacity - 13,300 kW; and
               2.     Energy - surplus energy output ((2)).
          Seller may convert its energy sale option as provided in Section
A-3 of Appendix A.

     (b)  Seller shall provide the firm capacity and energy set forth above
from its 17,000 kW Facility located at Township 12N, Range 24W, Section 33-34,
Kern County, California.

     (c)  The scheduled operation date of the Facility is December 1, 1986. 
At the end of each calendar quarter Seller shall give written notice to PGandE
of any change in the scheduled operation date.  

                                                          
((1)) The Seller requests, and PGandE consents, that this blank not be         
      filled in at the time of executing the Agreement, because the Seller,    
      recognizing that the information is not yet available to make a          
      definitive determination of the number to be inserted in this blank,     
      shall request PGandE to perform an interconnection study to be done in   
      its accustomed manner of making such studies to determine the number to  
      be inserted.

((2)) Insert either "net energy output" or "surplus energy output" to show the
      energy sale option selected by Seller.

                                                            S.O. #2 
                                                            May 7, 1984
                                       4

 5

      (d)  To avoid exceeding the physical limitations of the               
interconnection facilities, Seller shall limit the Facility's               
actual rate of delivery into the PGandE system to  ((1)) kW.

     (e)   The primary energy source for the Facility is natural gas.

     (f)   If Seller does not begin construction of its Facility by 
January 1, 1987, PGandE may reallocate the existing capacity on PGandE's 
transmission and/or distribution system which would have been used to 
accommodate Seller's power deliveries to other uses.  In the event of such
reallocation, Seller shall pay PGandE for the cost of any upgrades or 
additions to PGandE's system necessary to accommodate the output from the 
Facility.  Such additional facilities shall be installed, owned, and 
maintained in accordance with the applicable PGandE tariff.

     (g)   The transformer loss adjustment factor is  ((1))((2)).

                                                          
((1)) The appropriate number will be inserted upon completion of
      an interconnection study.

((2)) If Seller chooses to have meters placed on Seller's side of the          
      transformer, an estimated transformer loss adjustment factor of 2        
      percent, unless the Parties agree otherwise, will be applied.  This      
      estimated transformer loss figure will be adjusted to a measurement of   
      actual transformer losses performed at Seller's request and expense.

                                                            S.O. #2
                                                            May 7, 1984

                                       5

 6
                          ARTICLE 3   PURCHASE PRICE

      (a)     PGandE shall pay Seller for firm capacity at the contract
capacity price under Option 2 set forth in Section C-5 of Appendix C.  The
contract capacity price is derived from PGandE's full avoided costs as
approved by the CPUC.  PGandE's obligation to pay for the contract capacity
shall begin on the actual operation date.  Seller elects to have its contract
capacity price determined from the firm capacity price schedule in effect on
the date of execution of this Agreement((1)).  The contract capacity price
shall be subject to adjustment as provided for in Appendix D.

      (b)     PGandE shall pay Seller for energy at prices equal to PGandE's
full short run avoided operating costs as approved by the CPUC.

      (c)     The contract capacity price is applicable to deliveries of
capacity beginning after December 30, 1982.

(1) Insert either "the date of execution of this Agreement" or "the actual
operation date".

                                                            S.O. #2
                                                            May 7, 1984

 7

                              ARTICLE 4   NOTICES

     All written notices shall be directed as follows:

     To PGandE:     Pacific Gas and Electric Company
                    Attention: Vice President-
                       Electric Operations
                    77 Beale Street
                    San Francisco, CA 94106
                                                       
      To Seller:    Solar Turbines Incorporated
                    Attn:  Vice President Energy Services
                    P.O. Box 85376
                    San Diego, CA  92138-5376

                    ARTICLE 5   DESIGNATED SWITCHING CENTER

      The designated PGandE switching center shall be unless changed by 
PGandE:

                   Midway Substation
                   Buttonwillow, CA
                   (805) 764-5229

                       ARTICLE 6   TERMS AND CONDITIONS

      This Agreement includes the following appendices which are 
attached and incorporated by reference:
      Appendix A -   GENERAL TERMS AND CONDITIONS
      Appendix B -   ENERGY PRICES
      Appendix C -   FIRM CAPACITY PRICE SCHEDULE
      Appendix D -   ADJUSTMENT OF CAPACITY PAYMENTS IN THE EVENT OF 
                     TERMINATION OR REDUCTION
      Appendix E -   INTERCONNECTION

                         ARTICLE 7   TERM OF AGREEMENT

      This Agreement shall be binding upon execution and remain in effect
thereafter for 15 years from the actual operation date; provided, however,
that it shall terminate if the actual operation date does not occur within
five years of the execution date.

                                                            S.O. #2
                                                            May 7, 1984

                                       7
 8

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be executed by their duly authorized representatives and effective 
as of the last date set forth below.

SOLAR TURBINES INCORPORATED            PACIFIC GAS AND ELECTRIC COMPANY

BY:  /s/ T. Michael May                 By:      /s/ H.M. Howe      
      (Type Name)                                 (Type Name)

TITLE:  Vice President Energy           TITLE:  Chief Siting Engineer
          Services

DATE SIGNED: November 14, 1985          DATE SIGNED:  November 20, 1985

                                                            S.O. #2   
                                                            May 7, 1984
                                    8

 A-1

                                  APPENDIX A

                         GENERAL TERMS AND CONDITIONS

                                    CONTENTS

Section                                                                        
                                                                  Page

 A-1    DEFINITIONS                                                A-2

 A-2    CONSTRUCTION                                               A-6

 A-3    ENERGY SALE OPTIONS                                        A-10

 A-4    OPERATION                                                  A-12

 A-5    PAYMENT                                                    A-16

 A-6    ADJUSTMENTS OF PAYMENTS                                    A-17

 A-7    ACCESS TO RECORDS AND PGandE DATA                          A-17

 A-8    CURTAILMENT OF DELIVERIES AND HYDRO SPILL CONDITIONS       A-18

 A-9    FORCE MAJEURE                                              A-21

 A-10   INDEMNITY                                                  A-22

 A-11   LIABILITY; DEDICATION                                      A-23

 A-12   SEVERAL OBLIGATIONS                                        A-24

 A-13   NON-WAIVER                                                 A-24

 A-14   ASSIGNMENT                                                 A-25

 A-15   CAPTIONS                                                   A-25

 A-16   CHOICE OF LAWS                                             A-25

 A-17   GOVERNMENTAL JURISDICTION AND AUTHORIZATION                A-26

 A-18   NOTICES                                                    A-26

 A-19   INSURANCE                                                  A-27

                                                                               

                                                            S.O. #2
                                                            May 7, 1984
                                    A-1          

 A-2                                    

                                  APPENDIX A

                          GENERAL TERMS AND CONDITIONS

A-1   DEFINITIONS

     Whenever used in this Agreement, appendices, and attachments 
hereto, the following terms shall have the following meanings:

      Actual operation date - The day following the day during which all
features and equipment of the Facility are demonstrated to PGandE's
satisfaction to be capable of operating simultaneously to deliver power
continuously into PGandE's system as provided in this Agreement.

      Adjusted capacity price - The $/kW-year purchase price from Table B,
Appendix C for the period of Seller's actual performance.

      Capacity sale reduction - A reduction in the amount of capacity 
provided or to be provided under this Agreement, other than a temporary
reduction during probationary periods under Section C-5.

      Contract capacity - That capacity identified in Article 2(a) 
except as otherwise changed as provided herein.

                                                                            

                                                            S.O. #2
                                                            May 7, 1984

                                    A-2

 A-3

      Contract capacity price - The capacity price applicable for the period
from the actual operation date through the term of agreement from either the
firm capacity price schedule, Table B of Appendix C, or the successor to Table
B in effect on the Actual operation date.  Seller has indicated its choice of
firm capacity price schedule in Article 3(a).

      Contract termination - The early termination of this Agreement.

      CPUC - The Public Utilities Commission of the State of California.

      Current firm capacity price - The $/kW-year capacity price from the firm
capacity price schedule published by PGandE at the time notice of termination
or reduction of contract capacity is given, for a term equal to the period
from the date of termination or reduction to the end of the term of agreement.

      Designated PGandE switching center - That switching center or other
PGandE installation identified in Article 5.

      Dispatchable - The Facility is operable and can be called upon at any
time to increase its deliveries of capacity to any level up to the contract
capacity.

                                                            S.O. #2
                                                            May 7, 1984

                                    A-3

 A-4

      Facility - That generation apparatus described in Article 2 and all
associated equipment owned, maintained, and operated by Seller.

      Firm capacity price schedule - The periodically published schedule of
the $/kW-year prices that PGandE offers to pay for capacity.  See Table B,
Appendix C.

      Forced outage - Any outage resulting from a design defect, inadequate
construction, operator error or a breakdown of the mechanical or electrical
equipment that fully or partially curtails the electrical output of the
Facility.

      Interconnection facilities - All means required and apparatus installed
to interconnect and deliver power from the Facility to the PGandE system
including, but not limited to, connection, transformation, switching,
metering, communications, and safety equipment, such as equipment required to
protect (1) the PGandE system and its customers from faults occurring at the
Facility, and (2) the Facility from faults occurring on the PGandE system or
on the systems of others to which the PGandE system is directly or indirectly
connected.  Interconnection facilities also include any necessary additions
and reinforcements by PGandE to the PGandE system required as a result of the
interconnection of the Facility to the PGandE system.

                                                            S.O. #2
                                                            May 7, 1984
                                    A-4

 A-5

      Net energy output - The Facility's gross output in kilowatt-hours less
station use and transformation and transmission losses to the point of
delivery into the PGandE system.  Where PGandE agrees that it is impractical
to connect the station use on the generator side of the power purchase meter,
PGandE may, at its option, apply a station load adjustment.

      Prudent electrical practices - Those practices, methods, and equipment,
as changed from time to time, that are commonly used in prudent electrical
engineering and operations to design and operate electric equipment lawfully
and with safety, dependability, efficiency, and economy.

      Scheduled operation date - The day specified in Article 2(c) when the
Facility is, by Seller's estimate, expected to produce energy and capacity
that will be available for delivery to PGandE.

      Special facilities - Those additions and reinforcements to the PGandE
system which are needed to accommodate the maximum delivery of energy and
capacity from the facility as provided in this Agreement and those parts of
the interconnection facilities which are owned and maintained by PGandE at
Seller's request, including metering and data processing equipment.  

                                                            S.O. #2
                                                            May 7, 1984

                                      A-5

 A-6

All special facilities shall be owned, operated, and maintained pursuant to
PGandE's electric Rule No. 21, which is attached hereto.

      Station use - Energy used to operate the Facility's auxiliary equipment. 
The auxiliary equipment includes, but is not limited to, forced and induced
draft fans, cooling towers, boiler feed pumps, lubricating oil systems, plant
lighting, fuel handling systems, control systems, and sump pumps.

      Surplus energy output - The Facility's gross output, in kilowatt-hours,
less station use, and any other use by Seller, and transformation and
transmission losses to the point of delivery into the PGandE system.

      Term of agreement - The period of time during which this Agreement will
be in effect as provided in Article 7.

      Voltage level - The voltage at which the Facility interconnects with the
PGandE system, measured at the point of delivery.

A-2      CONSTRUCTION

A-2.1    Land Rights

      Seller's hereby grants to PgandE all necessary rights of way and
easements, including adequate and continuing 

                                                            S.O. #2
                                                            May 7, 1984

                                    A-6

 A-7

access rights on property of Seller, to install, operate, maintain, replace,
and remove the special facilities.  Seller agrees to execute such other 
grants, deeds, or documents as PgandE may require to enable it to record 
such rights of way and easements.  If any part of PgandE's equipment is to 
be installed on property owned by other than Seller, Seller shall, at its 
own cost and expense, obtain from the owners thereof all necessary rights 
of way and easements, in a form satisfactory to PGandE, for the 
construction, operation, maintenance, and replacement of PGandE's equipment 
upon such property.  If Seller is unable to obtain such rights of way and 
easements, Seller shall reimburse PGandE for all costs incurred by PGandE
in obtaining them.  PGandE shall at all times have the right of ingress to 
and egress from the Facility at all reasonable hours for any purposes 
reasonably connected with this Agreement or the exercise of any and all 
rights secured to PGandE by law or its tariff schedules.

A-2.2   Design, Construction, Ownership, and Maintenance

      (a)   Seller shall design, construct, install, own, operate, and
maintain all interconnection facilities, except special facilities, to the
point of interconnection with the PGandE system as required for PGandE to
receive firm capacity and energy from the Facility.  The Facility and
interconnection facilities shall meet all requirements of applicable codes and
all standards of prudent electrical practices 

                                                            S.O. #2
                                                            May 7, 1984

                                    A-7

 A-8

and shall be maintained in a safe and prudent manner.  A description of the 
interconnection facilities for which Seller is solely responsible is set 
forth in Appendix E, or if the interconnection requirements have not yet 
been determined at the time of the execution of this Agreement, the 
description of such facilities will be appended to this Agreement at the 
time such determination is made.
      
      (b)   Seller shall submit to PGandE the design and all specifications
for the interconnection facilities (except special facilities) and, at
PGandE's option, the Facility, for review and written acceptance prior to
their release for construction purposes.  PGandE shall notify Seller in
writing of the outcome of PGandE's review of the design and specifications for
Seller's interconnection facilities (and the Facility, if requested) within 30
days of the receipt of the design and all of the specifications for the
interconnection facilities (and the Facility, if requested).  Any flaws
perceived by PGandE in the design and specifications for the interconnection
facilities (and the Facility, if requested) will be described in PGandE's
written notification.  PGandE's review and acceptance of the design and
specifications shall not be construed as confirming or endorsing the design
and specifications or as warranting their safety, durability, or reliability. 
PGandE shall not, by reason of such review or lack of review, be responsible
for strength, details of design, adequacy, or 
                                                            S.O. #2
                                                            May 7, 1984

                                    A-8

 A-9

capacity of equipment built pursuant to such design and specifications, nor 
shall PGandE's acceptance be deemed to be an endorsement of any of such 
equipment.  Seller shall change the interconnection facilities as may be 
reasonably required by PGandE to meet changing requirements of the PGandE 
system.

      (c)   In the event it is necessary for PGandE to install interconnection
facilities for the purposes of this Agreement, they shall be installed as
special facilities.

      (d)   Upon the request of Seller, PGandE shall provide a binding
estimate for the installation of interconnection facilities by PGandE.

A-2.3 Meter Installation

      (a)   PGandE shall specify, provide, install, own, operate, and maintain
as special facilities all metering and data processing equipment for the
registration and recording of energy and other related parameters which are
required for the reporting of data to PGandE and for computing the payment due
Seller from PGandE.

      (b)   Seller shall provide, construct, install, own, and maintain at
Seller's expense all that is required to accommodate the metering and data
processing equipment, such as, but not limited to, metal-clad switchgear,
switchboards, 

                                                          S.O. #2
                                                          May 7, 1984

                                   A-9

 A-10

cubicles, metering panels, enclosures, conduits, rack structures, 
and equipment mounting pads.

      (c)   PGandE shall permit meters to be fixed on PGandE's side of the
transformer.  If meters are placed on PGandE's side of the transformer,
service will be provided at the available primary voltage and no transformer
loss adjustment will be made.  If Seller chooses to have meters placed on 
Seller's side of the transformer, an estimated transformer loss adjustment
factor of 2 percent, unless the Parties agree otherwise, will be applied.

A-3   ENERGY SALE OPTIONS

A-3.1 General

      Seller has two energy sale options, net energy output or surplus energy
output.  Seller has made its initial selection in Article 2(a).

A-3.2 Energy Sale Conversion

      (a)   Seller is entitled to convert from one option to the other 12
months after execution of this Agreement, and thereafter at least 12 months
after the effective date of the most recent conversion, subject to the
following conditions:

                                A-10

 A-11

            (1)   Seller shall provide PGandE with a written request to       
convert its energy sale option.
            (2)   Seller shall comply with all applicable tariffs on file with 
the CPUC and contracts in effect between the Parties at the time of conversion
covering the existing and proposed (i) facilities used to serve Seller's
premises and (ii) interconnection facilities.
            (3)   Seller shall install and operate equipment required by       
PGandE to prevent PGandE from serving any part of Seller's load which is      
served by the Facility and not under contract for PGandE standby       
service.  At Seller's request PGandE shall provide this equipment as       
special facilities.
            (4)   If the energy sale conversion results in a capacity sale     
reduction, the provisions in Appendix D shall apply.
  
      (b)   If, as a result of an energy sales conversion, Seller no longer
requires the use of interconnection facilities installed and/or operated and
maintained by PGandE as special facilities under a Special Facilities
Agreement, Seller may reserve these facilities, for its future use, by
continuing its performance under its Special Facilities Agreement.  If Seller
does not wish to reserve such facilities, it may terminate its Special
Facilities Agreement.

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                                                            May 7, 1984

                                   A-11

 A-12

            If Seller's energy sale conversion results in its discontinuation
of its use of PGandE facilities not covered by Seller's Special Facilities
Agreement, Seller cannot reserve those facilities for future use.  Seller's
future use of such facilities shall be contingent upon the availability of 
such facilities at the time Seller requests such use.  If such facilities are
not available, Seller shall bear the expense necessary to install, own, and
maintain the needed additional facilities in accordance with PGandE's
applicable tariff.

      (c)   PGandE shall process requests for conversion in the order
received.  The effective date of conversion shall depend on the completion of
the changes required to accommodate Seller's energy sale conversion.

A-4   OPERATION

A-4.2 Inspection and Approval

      Seller shall not operate the Facility in parallel with PGandE's system
until an authorized PGandE representative has inspected the interconnection
facilities, and PGandE has given written approval to begin parallel operation. 
Seller shall notify PGandE of the Facility's start-up date at least 45 days
prior to such date.  PGandE shall inspect the interconnecting facilities
within 30 days of the receipt of such notice.  If parallel operation is not
authorized by PGandE, PGandE shall notify Seller in writing within five days
after inspection of the reason authorization for parallel operation was
withheld.

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                                                            May 7, 1984

                                    A-12

 A-13

A-4.2 Facility Operation and Maintenance

      Seller shall operate and maintain its Facility according to prudent
electrical practices, applicable laws, orders, rules, and tariffs and shall
provide such reactive power support as may be reasonably required by PGandE to
maintain system voltage level and power factor.  Seller shall operate the
Facility at the power factors or voltage levels prescribed by PGandE's system
dispatcher or designated representative.  If Seller fails to provide reactive
power support, PGandE may do so at Seller's expense.

A-4.3 Point of Delivery

      Seller shall deliver the energy at the point where Seller's electrical
conductors (or those of Seller's agent) contact PGandE's system as it shall
exist whenever the deliveries are being made or at such other point or points
as the Parties may agree in writing.  The initial point of delivery of
Seller's power to the PGandE system is set forth in Appendix E.

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                                                            May 7, 1984

                                    A-13

 A-14

A-4.4 Operating Communications

      (a)   Seller shall maintain operating communications with the designated
PGandE switching center.  The operating communications shall include, but not
be limited to, system paralleling or separation, schedule and unscheduled
shutdowns, equipment clearances, levels of operating voltage or power factor
and daily capacity and generation reports.

      (b)   Seller shall keep a daily operations log for each generating unit
which shall include information on unit availability, maintenance outages,
circuit breaker trip operations requiring a manual reset, and any significant
events related to the operation of the Facility.

      (c)   If Seller makes deliveries greater than one megawatt, Seller shall
measure and register on a graphic recording device power in kW and voltage in
kV at a location within the Facility agreed to by both parties.

      (d)   If Seller makes deliveries greater than one and up to and
including ten megawatts, Seller shall report to the designated PGandE
switching center, twice a day at agreed upon times for the current day's
operation, the hourly readings in kW of capacity delivered and the energy in
kWh delivered since the last report.

                                                            S.O. #2
                                                            May 7, 1984

                                   A-14

 A-15

      (e)   If Seller makes deliveries of greater than ten megawatts, Seller
shall telemeter the delivered capacity and energy information, including real
power in kW, reactive power in kVAR, and energy in kWh to a switching center
selected by PGandE.  PGandE may also require Seller to telemeter transmission 
kW, kVAR, and kV data depending on the number of generators and transmission
configuration.  Seller shall provide and maintain the data circuits required
for telemetering.  When telemetering is inoperative, Seller shall report daily
the capacity delivered each hour and the energy delivered each day to the
designated PGandE switching center.

      (f)   If Seller provides dispatchable capacity greater than ten
megawatts pursuant to Option 1 in Section C-5 of Appendix C, Seller may be
required by PGandE to provide telemetering and control equipment to allow the
Facility to respond to system load frequency requirements on digital control
from PGandE.

A-4.5 Meter Testing and Inspection

      (a)   All meters used to provide data for the computation of the
payments due Seller from PGandE shall be sealed, and the seals shall be broken
only by PGandE when the meters are to be inspected, tested, or adjusted.

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                                                            May 7, 1984

                                   A-15

 A-16

      (b)   PGandE shall inspect and test all meters upon their installation
and annually thereafter.  At Seller's request and expense, PGandE shall
inspect or test a meter more frequently.  PGandE shall give reasonable notice
to Seller of the time when any inspection or test shall take place, and Seller
may have representatives present at the test or inspection.  If a meter is
found to be inaccurate or defective, PGandE shall adjust, repair, or replace
it at its expense in order to provide accurate metering.
 
A-4.6 Adjustments to Meter Measurements

      If a meter fails to register, or if the measurement made by a meter
during a test varies by more than two percent from the measurement made by the
standard meter used in the test, an adjustment shall be made correcting all
measurements made by the inaccurate meter for -- (1) the actual period during
which inaccurate measurements were made, if the period can be determined, or
if not, (2) the period immediately preceding the test of the meter equal to
one-half the time from the date of the last previous test of the meter,
provided that the period covered by the correction shall not exceed six
months.

A-5   PAYMENT

      PGandE shall mail to Seller not later than 30 days after the end of each
monthly billing period, (1) a statement 

                                                            S.O. #2
                                                            May 7, 1984

                                     A-16
 A-17

showing the capacity and energy delivered to PGandE during on-peak, 
partial-peak, and off-peak periods during the monthly billing period, 
(2) PGandE's computation of the amount due Seller, and (3) PGandE's 
check in payment of said amount.  Except as provided in Section A-6, 
if within 30 days of receipt of this statement Seller does not make a 
report in writing to PGandE of an error, Seller shall be deemed to have
waived any error in PGandE's statement, computation, and payment, and they
shall be considered correct and complete.

A-6   ADJUSTMENTS OF PAYMENTS

      (a)   In the event adjustments to payments are required as a result of
inaccurate meters, PGandE shall use the corrected measurements described in
Section A-4.6 to recompute the amount due from PGandE to Seller for the firm
capacity and energy delivered under this Agreement during the period of
inaccuracy.

      (b)   The additional payment to Seller or refund to PGandE shall be made
within 30 days of notification of the owing Party of the amount due.

A-7   ACCESS TO RECORDS AND PGandE DATA

      Each Party, after giving reasonable written notice to the other Party,
shall have the right of access to all 

                                                            S.O. #2
                                                            May 7, 1984

                                   A-17

 A-18

metering and related records including operations logs of the Facility.  
Data filed by PGandE with the CPUC pursuant to CPUC orders governing the 
purchase of power from qualifying facilities shall be provided to Seller 
upon request; provided that Seller shall reimburse PGandE for the costs it 
incurs to respond to such request.

A-8   CURTAILMENT OF DELIVERIES AND HYDRO SPILL CONDITIONS

      (a)   PGandE shall not be obligated to accept or pay for and may require
Seller to interrupt or reduce deliveries of energy (1) when necessary in order
to construct, install, maintain, repair, replace, remove, investigate, or
inspect any of its equipment or any part of its system, or (2) if it
determines that interruption or reduction is necessary because of emergencies,
forced outages, force majeure, or compliance with prudent electrical
practices.

     (b)    In anticipation of a period of hydro spill conditions, as defined
by the CPUC, PGandE may notify Seller that any purchases of energy from Seller
during such period shall be at hydro savings prices quoted by PGandE.  If
Seller delivers energy to PGandE during any such period, Seller shall be paid
hydro savings prices for those deliveries in lieu of prices which would
otherwise be applicable.  The hydro savings prices shall be calculated by
PGandE using the following formula:

                                                            S.O. #2
                                                            May 7, 1984

                                   A-18

 A-19

                                  AQF - S/ AQF x PP

where:
AQF = Energy, in kWh, projected to be available during hydro spill conditions  
      from all qualifying facilities under agreements containing hydro savings  
      price provisions.
S   = Potential energy, in kWh, from PGandE hydro facilities which will be     
      spilled if all AQF is delivered to PGandE.
PP  = Prices published by PGandE for purchases during other than hydro spill   
      conditions.

      (c)   PGandE shall not be obligated to accept or pay for and may require
Seller with a Facility with a nameplate rating of one megawatt or greater to
interrupt or reduce deliveries of energy during periods when purchases under
this Agreement would result in costs greater than those which PGandE would
incur if it did not make such purchases but instead generated an equivalent
amount of energy itself.

      (d)   Whenever possible, PGandE shall give Seller reasonable notice of
the possibility that interruption or reduction of deliveries under subsections
(a) or (c), above, may be required.  PGandE shall give Seller notice of
general periods when hydro spill conditions are anticipated, and shall give
Seller as much advance notice as practical of any specific hydro spill period
and the hydro savings price 

                                                            S.O. #2
                                                            May 7, 1984

                                   A-19

 A-20

which will be applicable during such period.  Before interrupting or 
reducing deliveries under subsection (c), above, and before invoking 
hydro savings prices under subsection (b), above, PGandE shall
take reasonable steps to make economy sales of the surplus energy giving rise
to the condition.  If such economy sales are made, while the surplus energy
conditions exists Seller shall be paid at the economy sales price obtained by
PGandE in lieu of the otherwise applicable prices.

      (e)   If Seller is selling net energy output to PGandE and
simultaneously purchasing its electrical needs from PGandE, energy curtailed
pursuant to subsections (b) or (c) above shall not be used by Seller to meet
its electrical needs.  When Seller elects not to sell energy to PGandE at the
hydro savings price pursuant to subsection (b) or when PGandE curtails
deliveries of energy pursuant to subsection (c), Seller shall continue to
purchase all its electrical needs from PGandE.  If Seller is selling surplus
energy output to PGandE, subsections (b) or (c) shall only apply to the
surplus energy output being delivered to PGandE, and Seller can continue to
internally use that generation it has retained for its own use.
  
A-9   FORCE MAJEURE

      (a) The term force majeure as used herein means unforeseeable causes,
other than forced outages, beyond the 

                                                            S.O. #2
                                                            May 7, 1984

                                   A-20

 A-21

reasonable control of and without the fault or negligence of the Party 
claiming force majeure including, but not limited to, acts of God, labor 
disputes, sudden actions of the elements, actions by federal, state, and 
municipal agencies, and actions of legislative, judicial, or regulatory 
agencies which conflict with the terms of this Agreement.

      (b) If either Party because of force majeure is rendered wholly or
partly unable to perform its obligations under this Agreement, that Party
shall be excused from whatever performance is affected by the force majeure to
the extent so affected provided that:

      (1)   the non-performing Party, within two weeks after the
occurrence of the force majeure, gives the other Party written notice
describing the particulars of the occurrence,
      (2)   the suspension of performance is of no greater scope and of
no longer duration than is required by the force majeure,
      (3)   the non-performing Party uses its best efforts to remedy its
inability to perform (this subsection shall not require the settlement   
of any strike, walkout, lockout or other labor dispute on terms which,
in the sole judgment of the Party involved in the dispute, are contrary to its 
interest.  It is understood and agreed that the settlement of strikes, walkouts,
lockouts or other 

                                                            S.O. #2
                                                            May 7, 1984

                                   A-21

 A-22
 
labor disputes shall be at the sole discretion of the Party 
having the difficulty),
      (4)   when the non-performing Party is able to resume performance  
of its obligations under this Agreement, that Party shall give the other  
Party written notice to that effect, and
      (5)   capacity payments during such periods of force majeure on    
Seller's part shall be governed by Section C-2(c) of Appendix C.

      (c) In the event a Party is unable to perform due to legislative,
judicial, or regulatory agency action, this Agreement shall be renegotiated to
comply with the legal change which caused the non-performance.

A-10 INDEMNITY

      Each Party as indemnitor shall save harmless and indemnify the other
Party and the directors, officers, and employees of such other Party against
and from any and all loss and liability for injuries to persons including
employees of either Party, and property damages including property of either
Party resulting from or arising out of (1) the engineering, design,
construction, maintenance, or operation of, or (2) the making of replacements,
additions, or betterments to, the indemnitor's facilities.  This indemnity and
save harmless provision shall apply notwithstanding the active or passive
negligence of the 

                                                            S.O. #2
                                                            May 7, 1984

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 A-23

indemnitee.  Neither Party shall be indemnified hereunder for its liability 
or loss resulting from its sole negligence or willful misconduct.  The 
indemnitor shall, on the other Party's request, defend any suit asserting 
a claim covered by this indemnity and shall pay all costs, including 
reasonable attorney fees, that may be incurred by the other Party in
enforcing this indemnity.

A-11  LIABILITY; DEDICATION
      (a) Nothing in this Agreement shall create any duty to, any standard
of care with reference to, or any liability to any person not a Party to it. 
Neither Party shall be liable to the other Party for consequential damages.

      (b) Each Party shall be responsible for protecting its facilities from
possible damage by reason of electrical disturbances or faults caused by the
operation, faulty operation, or nonoperation of the other Party's facilities,
and such other Party shall not be liable for any such damages so caused.

      (c) No undertaking by one Party to the other under any provision of
this Agreement shall constitute the dedication of that Party's system or any
portion thereof to the other Party or to the public or affect the status of
PGandE as an independent public utility corporation or Seller as an

                                                            S.O. #2
                                                            May 7, 1984

                                   A-23

 A-24

independent individual or entity and not a public utility.

A-12 SEVERAL OBLIGATIONS

      Except where specifically stated in this Agreement to be otherwise, the
duties, obligations, and liabilities of the Parties are intended to be several
and not joint or collective.  Nothing contained in this Agreement shall ever
be construed to create an association, trust, partnership, or joint venture or
impose a trust or partnership duty, obligation, or liability on or with regard
to either Party.  Each Party shall be liable individually and severally for
its own obligations under this Agreement.

A-13 NON-WAIVER

      Failure to enforce any right or obligation by either Party with respect
to any matter arising in connection with this Agreement shall not constitute a
waiver as to that matter or any other matter.

A-14 ASSIGNMENT

      Neither Party shall voluntarily assign its rights nor delegate its
duties under this Agreement, or any part of such rights or duties, without the
written consent of the other Party, except in connection with the sale or

                                                            S.O. #2
                                                            May 7, 1984

                                   A-24

 A-25

merger of a substantial portion of its properties.  Any such assignment or
delegation made without such written consent shall be null and void.  Consent
for assignment shall not be withheld unreasonably.  Such assignment shall
include, unless otherwise specified therein, all of Seller's rights to any
refunds which might become due under this Agreement.

A-15 CAPTIONS

      All indexes, titles, subject headings, section titles, and similar items
are provided for the purpose of reference and convenience and are not intended
to affect the meaning of the contents or scope of this Agreement.

A-16 CHOICE OF LAWS

      This Agreement shall be interpreted in accordance with the laws of the
State of California, excluding any choice of law rules which may direct the
application of the laws of another jurisdiction.

A-17 GOVERNMENTAL JURISDICTION AND AUTHORIZATION

      Seller shall obtain any governmental authorizations and permits required
for the construction and operation of the Facility.  Seller shall reimburse
PGandE for any and all losses, damages, claims, penalties, or liability it

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                                                            May 7, 1984

                                   A-25

 A-26

incurs as a result of Seller's failure to obtain or maintain such
authorizations and permits.

A-18 NOTICES

      Any notice, demand, or request required or permitted to be given by
either Party to the other, and any instrument required or permitted to be
tendered or delivered by either Party to the other, shall be in writing
(except as provided in Section C-3) and so given, tendered, or delivered, as
the case may be, by depositing the same in any United States Post Office with
postage prepaid for transmission by certified mail, return receipt requested,
addressed to the Party, or personally delivered to the Party, at the address
in Article 4 of this Agreement.  Changes in such designation may be made by
notice similarly given.

A-19 INSURANCE

A-19.1  General Liability Coverage

      (a) Seller shall maintain during the performance hereof, General
Liability Insurance ((1)) of not less than $1,000,000 if the Facility is over
100 kW, $500,000 if the

(1) Governmental agencies which have an established record of self-insurance 
    may provide the required coverage through self-insurance.

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                                                            May 7, 1984

                                   A-26

 A-27

Facility is over 20 kW to 100 kW, and $100,000 if the Facility is 20 kW 
or below of combined single limit or equivalent for bodily
injury, personal injury, and property damage as the result of any one
occurrence.

      (b) General Liability Insurance shall include coverage for Premises-
Operations, Owners and Contractors Protective, Products/Completed Operations
Hazard, Explosion, Collapse, Underground, Contractual Liability, and Broad
Form Property Damage including Completed Operations.

      (c) Such insurance, by endorsement to the policy(ies), shall include
PGandE as an additional insured if the Facility is over 100 kW insofar as work
performed by Seller for PGandE is concerned, shall contain a severability of
interest clause, shall provide that PGandE shall not by reason of its
inclusion as an additional insured incur liability to the insurance 
carrier for payment of premium for such insurance, and shall provide
for 30-days' written notice to PGandE prior to cancellation,
termination, alteration, or material change of such insurance.

A-19.2   Additional Insurance Provisions

      (a)   Evidence of coverage described above in Section A-19.1 shall state
that coverage provided is primary and is not excess to or contributing with
any insurance or self-insurance maintained by PGandE.

                                                            S.O. #2
                                                            May 7, 1984

                                   A-27

 A-28

      (b) PGandE shall have the right to inspect or obtain a copy of the
original policy(ies) of insurance.

      (c) Seller shall furnish the required certificates ((1)) and
endorsements to PGandE prior to commencing operation.

      (d) All insurance certificates 1, endorsements, cancellations,
terminations, alterations, and material changes of such insurance shall be
issued and submitted to the following:

     PACIFIC GAS AND ELECTRIC COMPANY
     Attention: Manager - Insurance Department
     77 Beale Street, Room E280
     San Francisco, CA 94106

                                                          
(1) A governmental agency qualifying to maintain self-insurance should       
provide a statement of self-insurance.

                                                            S.O. #2
                                                            May 7, 1984

                                   A-28

 APPENDIX B

                                  APPENDIX B
                                 ENERGY PRICES

                                    TABLE A

                 Energy Prices Effective May 1 - July 31, 1985

      The energy purchase price calculations which will apply to energy
deliveries determined from meter readings taken during May, June and July 1985
are shown below.  Please note that if Diablo Canyon Unit 1 does not become
operational on May 1, the Incremental Energy Rates shown in Footnote 5 below
will apply until the time the plant is commercially operative.

                  (a)           (b)             (c)             (d)
                                              Revenue          Energy 
                                            Requirement       Purchase
             Incremental      Cost            for Cash          Price
Time Period  Energy Rate    of Energy     Working Capital  (d)={(a)x(b)}+(c)
                ((1))         ((2))            ((3))           ((4)) 
              (Btu/kWh)    ($/10-6 Btu)       ($/kWh)         ($/kWh)

May 1 - July 31
(Period A)

Time of
Delivery Basis:

On-Peak        12,168         5.2445           0.00041         0.06423
Partial-Peak   11,369         5.2445           0.00038         0.06000
Off-Peak        9,429         5.2445           0.00033         0.04978

Seasonal
Average
(Period A)     10,515         5.2445           0.00036         0.05551

____________________________________

((1)) Incremental energy rates (Btu/kWh) for Seasonal Period A and Seasonal    
      Period B are derived from the marginal energy costs (including variable
      operating and maintenance expense) adopted by the CPUC in Decision No.
      83-12-068 (page 339).  They are based upon natural gas as the            
      incremental fuel and weighted average hydroelectric power conditions.

((2)) Cost of natural gas under PGandE Gas Schedule No. G-55 effective         
      May 1, 1985 per Advice No. 1311-G.

((3)) Revenue Requirement for Cash Working Capital as prescribed by the CPUC   
      in Decision No. 83-12-068.

((4)) Energy Purchase Price = (Incremental Energy Rate x Cost of Energy) +     
      Revenue Requirement for Cash Working Capital.  The energy purchase price 
      excludes the applicable energy line loss adjustment factors.  However,   
      as ordered by Ordering Paragraph No. 12(j) of CPUC Decision No. 82-12-   
      120, this figure is currently 1.0 for transmission and primary           
      distribution loss adjustments and is equal to marginal cost line loss    
      adjustment factors for the secondary distribution voltage level.  These  
      factors may be changed by the CPUC in the future.  The currently    
      applicable energy loss adjustment factors are shown in Table C.

((5)) Note that the following incremental energy rates (IER's) will apply until
      Diablo Canyon Unit 1 is in commercial operation:

                                   IERs            Energy Purchase Price

             On-Peak              14,086                  $0.07428
             Partial-Peak         13,382                  $0.07056
             Off-Peak             10,499                  $0.05539

             Seasonal Average     12,031                  $0.06346

                                                          S.O. #2
                                                          May 7, 1984
                                    B-1

 APPENDIX B-2
                                   TABLE B((1))
                                 Time Periods

                                  Monday
                                  through                       Sundays
                                  Friday        Saturdays    and Holidays
                                   ((2))          ((2))

Seasonal Period A
(May 1 through September 30)

      On-Peak                     12:30 p.m.
                                      to
                                   6:30 p.m.

      Partial-Peak                 8:30 a.m.      8:30 a.m.
                                      to             to
                                  12:30 p.m.     10:30 p.m.

                                   6:30 p.m.
                                      to
                                  10:30 p.m.

      Off-Peak                    10:30 p.m.      10:30 p.m.    All Day
                                      to              to
                                   8:30 a.m.       8:30 a.m.

Seasonal Period B
(October 1 through April 30)

      On-Peak                      4:30 p.m.
                                      to
                                   8:30 p.m.

      Partial-Peak                 8:30 p.m.       8:30 a.m.
                                      to              to
                                  10:30 p.m.      10:30 p.m.

                                   8:30 a.m.
                                      to
                                   4:30 p.m.

      Off-Peak                    10:30 p.m.      10:30 p.m.    All Day
                                      to              to
                                   8:30 a.m.       8:30 a.m.

____________________________________

((1)) This table is subject to change to accord with the on-peak, partial-     
      peak, and off-peak periods as defined in PGandE's own rate schedules for 
      the sale of electricity to its large industrial customers.

((2)) Except the following holidays: New Year's Day, Washington's Birthday,    
      Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving   
      Day, and Christmas Day, as specified in Public Law 90-363 (5 U.S.C.A.    
      Section 6103(a)).

                                                            S.O. #2
                                                            May 7, 1984

                                    B-2

 APPENDIX B-3
                                    TABLE C

                        Energy Loss Adjustment Factors ((1))

                                             Primary        Secondary
                         Transmission      Distribution    Distribution

Seasonal Period A
(May 1 through September 30)

   On-Peak                    1.0               1.0             1.0148
   Partial-Peak               1.0               1.0             1.0131
   Off-Peak                   1.0               1.0             1.0093

Seasonal Period B
(October 1 through April 30)

   On-Peak                    1.0               1.0             1.0128
   Partial-Peak               1.0               1.0             1.0119
   Off-Peak                   1.0               1.0             1.0087

____________________________________

((1)) The applicable energy loss adjustment factors may be revised 
pursuant to orders of the CPUC.

                                                            S.O. #2
                                                            May 7, 1984

                                    B-3

 APPENDIX C-1

                                 APPENDIX C

                         FIRM CAPACITY PRICE SCHEDULE

                                   CONTENTS

     Section                                                       Page

       C-1        GENERAL                                           C-2

       C-2        PERFORMANCE REQUIREMENTS                          C-2

       C-3        SCHEDULED MAINTENANCE                             C-5  
                                                             
       C-4        ADJUSTMENTS TO CONTRACT CAPACITY                  C-6

       C-5        PAYMENT OPTIONS                                   C-7

       C-6        DETERMINATION OF NATURAL FLOW DATA                C-15

       C-7        THEORETICAL OPERATION STUDY                       C-16

       C-8        DETERMINATION OF AVERAGE DRY YEAR                 C-17
                    CAPACITY RATINGS     

       C-9        INFORMATION REQUIREMENTS                          C-18

       C-10       ILLUSTRATIVE EXAMPLE                              C-19

                                                            S.O. #2
                                                            May 7, 1984

                                    C-1

 C-2

                                APPENDIX C

                         FIRM CAPACITY PRICE SCHEDULE

C-1   GENERAL

      This Appendix C establishes conditions and prices under 
which PGandE shall pay for firm capacity.

C-2   PERFORMANCE REQUIREMENTS

      (a)   To receive full capacity payments the Facility must meet the
following requirements:
            (1)   The contract capacity shall be available ((1)) for all of    
      the on-peak hours ((2)) in the peak months on the PGandE system, which
      are presently the months of June, July and August, subject to a 20 
      percent allowance for forced outages in any month.  Compliance with
      this provision shall be based on the Facility's total on-peak 
      availability ((1)) for each of the peak months and shall exclude 
      any energy associated with generation levels greater than the 
      contract capacity.

____________________________________
((1)) For purposes of Option 1, available means either dispatchable by         
      PGandE or actually delivered to PGandE.  For purposes of Option 2,       
      available means actually delivered to PGandE.

((2)) On-peak, partial-peak, and off-peak hours are defined in Table B,        
      Appendix B.

                                                            S.O. #2
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                                    C-2

 C-3

            (2)   If Seller selects Option 1, the contract capacity shall be   
dispatchable throughout the year, subject to (i) a monthly allowance for forced
outages of 20% of the hours Seller is called upon to deliver power to PGandE 
and (ii) the allowances for scheduled maintenance outages.  Except during the
peak months on the PGandE system, Seller may accumulate and apply the 20 
percent allowance for forced outages for any consecutive three month period.
Seller shall demonstrate that the Facility is fueled by a reliable fuel 
supply and adequate fuel storage is available to deliver power as requested
by PGandE's system dispatcher.  Such demonstration could reasonably include
documentation of the current availability of the fuel, identification of the
source, and production of contracts for its purchase and supply.

      (b)   If Seller is prevented from meeting the performance requirements
because of a forced outage on the PGandE system or a condition set forth       
in Section A-8, PGandE shall continue capacity payments.  Under Option 2,      
capacity payments will be calculated in the same manner used for       
scheduled maintenance outages.

      (c)   If Seller is prevented from meeting the performance requirements
because of force majeure, PGandE shall continue capacity payments for ninety
days from the occurrence of the force majeure.  Thereafter, Seller shall be

                                                            S.O. #2
                                                            May 7, 1984

                                    C-3

 C-4

deemed to have failed to have met the performance requirements.  Under Option
2, capacity payments will be calculated in the same manner used for scheduled
maintenance outages.

      (d)   If Seller is prevented from meeting the performance requirements
because of extreme dry year conditions, PGandE shall continue capacity
payments.  Extreme dry year conditions are drier than those used to establish
contract capacity pursuant to Section C-8.  Seller shall warrant to PGandE
that the Facility is a hydroelectric facility and that such conditions are the
sole cause of Seller's inability to meet its contract capacity obligations. 
Under Option 1, starting with the month in which Seller cannot provide its
contract capacity, payments shall be made under Option 2 for a one-year
period, and if at the end of this one-year period Seller is not able to resume
the contract capacity due solely to continued extreme dry year conditions,
Seller shall continue to receive payments under Option 2 for additional 
one-year periods as long as such conditions continue to exist.

      (e)   If Seller is prevented from meeting the performance requirements
for reasons other than those described above in Sections C-2(b), (c) or (d):
            (1)   Seller shall receive the reduced capacity payments as        
provided in Section C-5 for a probationary period not to exceed 15        
months, or as otherwise agreed to by the Parties.

                                                            S.O. #2
                                                            May 7, 1984
                                    C-4

 C-5

            (2)   If, at the end of the probationary period Seller has not     
demonstrated that the Facility can meet the performance requirements, PGandE 
may derate the contract capacity pursuant to Section C-4(b).

C-3   SCHEDULED MAINTENANCE

      Outage periods for scheduled maintenance shall not exceed 840 hours (35
days) in any 12-month period.  This allowance may be used in increments of an
hour or longer on a consecutive or nonconsecutive basis.  Seller may
accumulate unused maintenance hours from one 12-month period to another up to
a maximum of 1,080 hours (45 days).  This accrued time must be used
consecutively and only for major overhauls.  Seller shall provide PGandE with
the following advance notices: 24 hours for scheduled outages less than one
day, one week for a scheduled outage of one day or more (except for major
overhauls), and six months for a major overhaul.  Seller shall not schedule
major overhauls during the peak months (presently June, July and August). 
Seller shall make reasonable efforts to schedule or reschedule routine
maintenance outside the peak months, and in no event shall outages for
scheduled maintenance exceed 30 peak hours during the peak months.  Seller
shall confirm in writing to PGandE pursuant to Article 4, within 24 hours of

                                                            S.O. #2
                                                            May 7, 1984

                                    C-5

 C-6

the original notice, all notices Seller gives personally or by telephone for
schedule maintenance.

C-4   ADJUSTMENTS TO CONTRACT CAPACITY

      (a)   Seller may increase the contract capacity with the approval of
PGandE and receive payment for the additional capacity thereafter in
accordance with the applicable capacity purchase price published by PGandE at
the time the increase is first delivered to PGandE.

      (b)   Seller may reduce the contract capacity at any time by giving
notice thereof to PGandE, subject to the provisions of Appendix D if the
reduction occurs after the actual operation date.  PGandE may reduce the
contract capacity in accordance with Section C-2(e) as a result of appropriate
data showing Seller has failed to meet the performance requirements of Section
C-2.  The amount by which the contract capacity is reduced by PGandE shall be
deemed a capacity sale reduction without notice as provided in Section D-3 of
Appendix D.

      (c)   Either Party may request, when it reasonably appears that the
capacity of the Facility may have changed for any reason, that a new contract
capacity be determined.

                                                            S.O. #2
                                                            May 7, 1984

                                    C-6

 C-7

C-5   PAYMENT OPTIONS

      Seller has two options for calculation of capacity payments and Seller
has made its selection in Article 3(a).  As used below in this section, month
refers to a calendar month.  The two options are as follows:

                                   Option 1

      When Seller meets the requirements of Section C-2 the monthly payment
for capacity will be one-twelfth of the product of the contract capacity
price, the contract capacity, the appropriate capacity loss adjustment factor
from Table A based on the Facility's interconnection voltage, and the
appropriate performance bonus factor, if any, from Table C.  Capacity payments
will continue during scheduled maintenance outages provided that the
provisions of Section C-3 are met.

      During a probationary period Seller's monthly payment for capacity shall
be determined by substituting for the contract capacity, the capacity at which
Seller would have met the performance requirements.  In any month during the
probationary period that Seller does not meet the performance requirements at
whatever capacity was determined for the previous month, Seller's monthly
payment for capacity shall be determined by substituting the capacity at which
Seller would have met the performance requirements.

                                                            S.O. #2
                                                            May 7, 1984

                                    C-7

 C-8

The performance bonus factor shall not be applied during a probationary
period.

                                   Option 2

      The monthly payment for capacity will be the product of the Period Price
Factor (PPF), the Monthly Delivered Capacity (MDC), the appropriate capacity
loss adjustment factor from Table A based on the Facility's interconnection
voltage, and the appropriate performance bonus factor, if any, from Table C,
plus any allowable payment for outages due to scheduled maintenance.  Firm
capacity prices shall be applied to meter readings taken during the separate
times and periods as illustrated in Table B, Appendix B.

      The PPF is determined by multiplying the contract capacity price by the
following Option 2 Allocation Factors ((1)):
                 Option 2              Contract                  PPF
             Allocation Factor   x   Capacity Price     =   ($/kW-month)

Seasonal
Period A           .18540            ______________          __________

Seasonal
Period B           .01043            ______________          __________

____________________________________

((1)) These allocation factors were prescribed by the CPUC in Decision No. 
      83-12-068.  All allocation factors are subject to change by PgandE's
      marginal capacity cost allocation, as determined in general rate case
      proceedings before the CPUC.  Seasonal Periods A and B are defined in
      Table B, Appendix B.

                                                            S.O. #2 
                                                            May 7, 1984

                                    C-8

 C-9

The MDC is determined in the following manner:
      (1)   Determine the Performance Factor (P), which is defined as the
lesser of 1.0 or the following quantity:
                P = ___________A___________          (S 1.0)
                      C x (B-S) x (0.8*)

Where:
A =   Total kilowatt-hours delivered during all on-peak and partial-peak hours
      excluding any energy associated with generation levels greater than the  
      contract capacity.
C =   Contract capacity in kilowatts.
B =   Total on-peak and partial-peak hours during the month.
S =   Total on-peak and partial-peak hours during the month Facility is out of 
      service on scheduled maintenance.

      (2)   Determine the Monthly Capacity Factor (MCF), which is computed
using the following expression:
                                             M 
                            MCF = P x (1.0 - - ) 
                                             D

Where:

M =   The number of hours during the month Facility is out of service on       
      scheduled maintenance.
D =   The number of hours in the month.

____________________________________

* 0.8 reflects a 20% allowance for forced outage.

                                                            S.O. #2
                                                            May 7, 1984
                                    C-9
 C-10

      (3)   Determine the MDC by multiplying the MCF by C:

                    MDC (kilowatts) = MCF x C

            The monthly payment for capacity is then determined by multiplying
the PPF by the MDC, by the appropriate capacity loss adjustment factor
presented from Table A, and by the appropriate performance bonus factor, if
any, from Table C.

monthly payment                          capacity loss       performance
 for capacity      =   PPF  x  MDC  x  adjustment factor  x  bonus factor

            Furthermore, the payment for a month in which there is an outage
for scheduled maintenance shall also include an amount equal to the product of
the average hourly capacity payment ((1)) for the most recent month in the
same type of Seasonal Period (i.e., Seasonal Period A or Seasonal Period B)
during which deliveries were made times the number of hours of outage for
scheduled maintenance in the current month.  Capacity payments will continue
during the outage periods for scheduled maintenance provided that the
provisions of Section C-3 are met.

            During a probationary period, Seller's monthly payment for
capacity shall be determined by substituting for the contract capacity, the
capacity at which Seller would have met the performance requirements.  In

____________________________________

((1)) Total monthly payment divided by the total number of hours in the       
monthly billing period.

                                                            S.O. #2
                                                            May 7, 1984

                                   C-10

 C-11

the event that during the probationary period Seller does not meet the
performance requirements at whatever capacity was established for the previous
month, Seller's monthly payment for capacity shall be determined by
substituting the capacity at which Seller would have met the performance
requirements.  The performance bonus factor shall not be applied during
probationary periods.

                                    TABLE A

If the Facility is non-remote ((1)) the capacity loss adjustment factors are as
follows:

                                                        Capacity Loss
Interconnection Voltage                                Adjustment Factor

Transmission                                                  .989

Primary Distribution                                          .991

Secondary Distribution                                        .991

If the Facility is remote the capacity loss adjustment factor is
___________((2)).

____________________________________

((1)) As defined by the CPUC.

((2)) The Seller acknowledges that this blank cannot be filled in at the time  
      of executing this Agreement because the information is not yet available 
      to make a definitive determination of whether the Facility is remote or  
      non-remote and, if remote, the number to be inserted in this blank.
      Seller shall request PGandE to perform a capacity loss adjustment factor 
      study to be done in its accustomed manner of making such studies to      
      determine whether the Facility is remote or non-remote and, if remote the
      number to be inserted.  If the Facility is determined to be non-remote,
      "N/A" shall be inserted.

                                                            S.O. #2
                                                            May 7, 1984
                                   C-11

 C-12

                                    TABLE B

                         Firm Capacity Price Schedule
                             (Levelized $/kW-year)

  Actual
Operation
   Date                        Term of Agreement

  (Year)       1     2    3     4     5     6     7     8     9     10

   1983       72   111   96    88    84    85    88    91    93     96
   1984      156   111   95    88    89    92    95    98   100    103
   1985       60    58   59    66    73    79    84    88    92     95
   1986       56    58   69    78    85    90    95    99   103    106
   1987       61    77   88    95   101   105   109   113   117    120
   1988       96   104  110   114   119   122   126   129   133    136

  (Year)      11    12   13    14    15    20    25    30 
    
   1983       98   100  102   104   106   115   122   128
   1984      105   108  110   112   114   124   131   137
   1985       99   102  104   107   110   120   129   135
   1986      110   113  116   118   121   132   141   148
   1987      124   127  130   132   135   147   156   163
   1988      139   142  145   148   151   163   173   180

                                                            S.O. #2
                                                            May 7, 1984
                                   C-12

 C-13

                                  TABLE C

                           Performance Bonus Factor

      The following shall be the performance bonus factors applicable to the
calculation of the monthly payments for capacity delivered by the Facility
after it has demonstrated a capacity factor in excess of 85%.

                 DEMONSTRATED
               CAPACITY FACTOR                    PERFORMANCE
                      %                           BONUS FACTOR

                      85                              1.000
                      90                              1.059
                      95                              1.118
                     100                              1.176

      After the Facility has delivered power during the span of all of the
peak months on the PGandE system (presently June, July and August) in any year
(span),

      (i)   the capacity factor for each such month shall be calculated in the
following manner:

               CAPACITY FACTOR (%) =        F      x 100
                                       (N-W) x Q  

Where:

                                 For Option 1

      F =   Total kilowatt-hours delivered by Seller in any peak month during  
            all on-peak hours that Seller is asked to deliver power to PGandE

                                                            S.O. #2
                                                            May 7, 1984

                                   C-13

 C-14

            excluding any energy associated with generation levels greater   
            than the contract capacity.
      N =   Total on-peak hours that Seller is asked to deliver power to       
            PGandE during the month.
      W =   Total on-peak hours during the peak month that the Facility is
            out of service on scheduled maintenance during the on-peak hours
            that Seller is asked to deliver power to PGandE.
      Q =   Contract capacity in kilowatts.

                                 For Option 2

      F =   Total kilowatt-hours delivered by Seller in any peak month during
            all on-peak hours excluding any energy associated with generation
            levels greater than the contract capacity.
      N =   Total on-peak hours during the month.
      W =   Total on-peak hours during the peak month that the Facility is out
            of service on scheduled maintenance.
      Q =   Contract capacity in kilowatts.

      (ii) the arithmetic average of the above capacity factors shall be
determined for that span,

      (iii) the average of the above arithmetic average capacity factors for
the most recent span(s), not to exceed 5, shall be calculated and shall become
the Demonstrated Capacity Factor.

                                                            S.O. #2
                                                            May 7, 1984

                                   C-14

 C-15

            To calculate the performance bonus factor for a Demonstrated
Capacity Factor not shown in Table D use the following formula:

Performance Bonus Factor = Demonstrated Capacity Factor (%)
                                        85%

THE FOLLOWING SECTIONS SHALL APPLY ONLY TO HYDROELECTRIC PROJECTS

C-6   DETERMINATION OF NATURAL FLOW DATA

      Natural flow data shall be based on a period of record of at least 50
years and which includes historic critically dry periods.  In the event Seller
demonstrates that a natural flow data base of at least 50 years would be
unreasonably burdensome, PGandE shall accept a shorter period of record with a
corresponding reduction in the averaging basis set forth in Section C-8. 
Seller shall determine the natural flow data by month by using one of the
following methods:
                                   Method 1
      If stream flow records are available from a recognized gauging station
on the water course being developed in the general vicinity of the project,
Seller may use the data from them directly.

                                                            S.O. #2
                                                            May 7, 1984

                                   C-15

 C-16

                                   Method 2

      If directly applicable flow records are not available, Seller may
develop theoretical natural flows based on correlation with available flow
data for the closest adjacent and similar area which has a recognized gauging
station using generally accepted hydrologic estimating methods.

C-7   THEORETICAL OPERATION STUDY

      Based on the monthly natural flow data developed under Section C-6 a
theoretical operation study shall be prepared by Seller.  Such a study shall
identify the monthly capacity rating in kW and the monthly energy production
in kWh for each month of each year.  The study shall take into account all
relevant operating constraints, limitations, and requirements including but
not limited to --
      (1)   Release requirements for support of fish life and any other
operating constraints imposed on the project;
      (2)   Operating characteristics of the proposed equipment of the
Facility such as efficiencies, minimum and maximum operating levels, project
control procedures, etc.;

                                                            S.O. #2
                                                            May 7, 1984
                                   C-16

 C-17

      (3)   The design characteristics of project facilities such as head
losses in penstocks, valves, tailwater elevation levels, etc.; and
      (4)   Release requirements for purposes other than power generation such
as irrigation, domestic water supply, etc.
      The theoretical operation study for each month shall assume an even
distribution of generation throughout the month unless Seller can demonstrate
that the Facility has water storage characteristics.  For the study to show
monthly capacity ratings, the Facility shall be capable of operating during
all on-peak hours in the peak months on PGandE system, which are presently the
months of June, July and August.  If the project does not have this capability
throughout each such month, the capacity rating in that month of that year
shall be set at zero for purposes of this theoretical operation study.

C-8   DETERMINATION OF AVERAGE DRY YEAR CAPACITY RATINGS
      
      Based on the results of the theoretical operation study developed under
Section C-7, the average dry year capacity rating shall be established for
each month.  The average dry year shall be based on the average of the five
years of the lowest annual generation as shown in the theoretical operation
study.  Once such years of lowest annual generation are identified, the
monthly capacity rating is determined for each month by averaging the capacity

                                                            S.O. #2
                                                            May 7, 1984

                                   C-17

 C-18

ratings from each month of those years.  The contract capacity shown in
Article 2(a) shall not exceed the lowest average dry year monthly capacity
ratings for the peak months on the PGandE system, which are presently the
months of June, July and August.

C-9   INFORMATION REQUIREMENTS

      Seller shall provide the following information to PGandE for its review:
      (1)   A summary of the average dry year capacity ratings based on the
theoretical operation study as provided in Table D;
      (2)   A topographic project map which shows the location of all aspects
of the Facility and locations of stream gauging stations used to determine
natural flow data;
      (3)   A discussion of all major factors relevant to project operation;
      (4)   A discussion of the methods and procedures used to establish the
natural flow data.  This discussion shall be in sufficient detail for PGandE
to determine that the methods are consistent with those outlined in Section 
C-6 and are consistent with generally accepted engineering practices; and
      (5)   Upon specific written request by PGandE, Seller's theoretical
operation study.

                                                            S.O. #2
                                                            May 7, 1984

                                   C-18

 C-19

C-10  ILLUSTRATIVE EXAMPLE

      (1)   Determine natural flows - These flows are developed based on
historic stream gauging records and are compiled by month, for a long-term
period (normally at least 50 years or more) which covers dry periods which
historically occurred in the 1920's and 30's and more recently in 1976 and 77. 
In all but unusual situations this will require application of hydrological
engineering methods to records that are available, primarily from the USGS
publication Water Resources Data for California.

      (2)   Perform theoretical operation study - Using the natural flow data
compiled under (1) above a theoretical operation study is prepared which
determines, for each month of each year, energy generation (kWh) and capacity
rating (kW).  This study is performed based on the Facility's design,
operating capabilities, constraints, etc., and should take into account all
factors relevant to project operation.  Generally such a study is done by
computer which routes the natural flows through project features, considering
additions and withdrawals from storage, spill past the project, releases for
support of fish life, etc., to determine flow available for generation.  Then
the generation and capacity amounts are computed based on equipment
performance, efficiencies, etc.

                                                            S.O. #2
                                                            May 7, 1984

                                   C-19

 C-20

      (3)   Determine average dry year capacity ratings - After the
theoretical project operation study is complete the five years in which the
annual generation (kWh) would have been the lowest are identified.  Then for
each month, the capacity rating (kW) is averaged for the five years to arrive
at a monthly average capacity rating.  The contract capacity is then set by
the Seller based on the monthly average dry year capacity ratings and the
performance requirements of Appendix C.  An example project is shown in the
attached completed Table D.

                                                            S.O. #2
                                                            May 7, 1984
                                   C-20

 C-21

                                    EXAMPLE

                                    TABLE D

                    Summary of Theoretical Operation Study

Project:   New Creek 1                 Dispatchable:   Yes ___ No __X__
Water Source:   West Fork New Creek
Mode of Operation: Run of the river
Type of Turbine: Francis  Design Flow:   100 cfs   Design Head: 150 feet
Operating Characteristics ((1)):
                    Flow      Head (feet)    Output      Efficiency (%)
                    (cfs)     Gross   Net     (kW)     Turbine   Generator

Normal Operation     100       160    150    1,120        90         98
Maximum Operation    110       160    148    1,150        85         98
Minimum Operation     30       160    155      290        75         98

Average Dry Year Operation - Based on the average of the following lowest
generation years: 1930, 1932, 1934, 1949, 1977.

         Energy Generation       Capacity Output      Percent of Total
Month         (kWh)                    (kW)         Hours Operated ((2))

January        855,000                 1,150                  100
February       753,000                 1,120                  100
March          818,000                 1,100                  100
April          727,000                 1,010                  100
May            699,000                   940                  100
June           612,000                   850                  100
July           484,000                   650                  100
August         305,000                   410                  100
September      245,000                   340                  100
October        148,800                   200                  100
November       468,000                   650                  100
December       595,000                   800                  100

Maximum Contract Capacity: 410 kW

____________________________________

((1)) If Facility has a variable head, operating curves should be provided.

((2)) For this to be less than 100%, Facility must be dispatchable.

                                                            S.O. #2
                                                            May 7, 1984

                                   C-21

 D-1

                                  APPENDIX D

                        ADJUSTMENT OF CAPACITY PAYMENTS
                    IN THE EVENT OF TERMINATION OR REDUCTION                   
                    
                                   CONTENTS

Section                                                            Page
  D-1       GENERAL PROVISIONS                                      D-2
  D-2       TERMINATION WITH PRESCRIBED NOTICE                      D-4  
  D-3       TERMINATION WITHOUT PRESCRIBED NOTICE                   D-5
  D-4       TERMINATION EXAMPLES                                    D-6

                                                            S.O. #2
                                                            May 7, 1984
                                    D-1

 D-2

                                  APPENDIX D
                        ADJUSTMENT OF CAPACITY PAYMENTS
                   IN THE EVENT OF TERMINATION OR REDUCTION

D-1   GENERAL PROVISIONS
  
      (a)   This Appendix shall be applicable in the event there is a contract
termination or a capacity sale reduction (each sometimes referred to as
termination in this Appendix D).

      (b)   The Parties agree that the amount which PGandE pays Seller for the
capacity which Seller makes available to PGandE is based on the agreed value
to PGandE of Seller's performance of capacity obligations during the full
period of the term of agreement.  The Parties further agree that in the event
PGandE does not receive such full performance by reason of a termination:
            (1)   PGandE shall be deemed damaged by reason thereof,
            (2)   it would be impracticable or extremely difficult to fix the
      actual damages to PGandE resulting therefrom,
            (3)   the refunds and payments as provided in Sections D-2 and 
      D-3, as applicable, are in the nature of adjustments in capacity prices  
      and liquidated damages, and not a penalty, and are fair and reasonable,
      and 

                                                            S.O. #2
                                                            May 7, 1984

                                    D-2

 D-3

            (4)  such refunds and payments represent a reasonable endeavor by  
the Parties to estimate a fair compensation for the reasonable losses that 
would result from such termination or reduction.

      (c)   In the event of a capacity sale reduction, the quantity by which
the contract capacity is reduced shall be used to calculate the payments due
PGandE in accordance with Sections D-2 and D-3, as applicable.

      (d)   Seller shall be invoiced by PGandE for all refunds and payments
due under this Appendix D and the special facilities agreement.  From the date
of the notice of termination or the date of termination, whichever is earlier,
Seller shall pay interest, compounded monthly, on all overdue amounts, at the
published Federal Reserve Board three months' Prime Commercial Paper rate.

      (e)   If Seller does not make payments pursuant to Section D-1(d),
PGandE shall have the right to offset any amounts due it against any present
or future payments due Seller.

      (f)   Notices of termination shall be made in accordance with Section 
A-18 of Appendix A.

                                                            S.O. #2
                                                            May 7, 1984

                                    D-3

 D-4

D-2   TERMINATION WITH PRESCRIBED NOTICE

      In the event Seller terminates this entire Agreement, or all or part of
the contract capacity thereof, with the following prescribed written notice:

      Amount of Contract Capacity                          Length of
              Terminated                                Notice Required

      1,000 kW or under                                       3 months
      over 1,000  kW through  10,000 kW                       9 months
      over 10,000 kW through  25,000 kW                      12 months
      over 25,000 kW through  50,000 kW                      36 months
      over 50,000 kW through 100,000 kW                      48 months
      over 100,000 kW                                        60 months

Then the following provisions shall apply:
      (1)   With respect to the amount by which the contract capacity is
reduced, Seller shall refund to PGandE an amount equal to the difference
between (a) the capacity payments already paid by PGandE, based on the
original term of agreement and (b) the total capacity payments which PGandE
would have paid based on the period of Seller's actual performance using the
adjusted capacity price.  Additionally, Seller shall pay interest, compounded
monthly, on all overpayments, at the published Federal Reserve Board three
months' Prime Commercial Paper rate.
      (2)   From the date PGandE receives the termination notice to the date
of actual termination, PGandE shall make capacity payments based on the
adjusted capacity price for the amount of contract capacity being terminated.

                                                            S.O. #2
                                                            May 7, 1984

                                    D-4

 D-5

      (3)   From the date PGandE receives the termination notice, PGandE shall
continue to pay for the amount of contract capacity not being terminated, if
any, at the original contract capacity price.

D-3   TERMINATION WITHOUT PRESCRIBED NOTICE

      (a)   If Seller terminates this Agreement, or all or a part of the
contract capacity thereof, without the notice prescribed in Section D-2, the
provisions prescribed in Section D-2 will all apply.  Additionally:

      (b)   Seller shall pay PGandE a sum equal to the amount by which the
contract capacity is being terminated times the difference between the current
firm capacity price on the date of termination for a term equal to the balance
of the term of agreement and the contract capacity price, pro-rated for the
length of notice given by multiplying by the difference between the prescribed
length of notice and the actual notice given, with the difference divided by
12.  In the event that the current firm capacity price is less than the
contract capacity price, no payment under this Section D-3 shall be due either
Party.
      This additional payment shall be computed using the following formula:

                          G = CC x (T - CCP) x J - H
                                                 12

                    

                                                            S.O. #2
                                                            May 7, 1984

                                    D-5

 D-6

Where G >= O

and where:

G   = additional payment.
CC  = the amount by which the contract capacity is being terminated.
T   = the current firm capacity price.
CCP = the contract capacity price.
H   = the actual number of months notice given.
J   = the prescribed length of notice.

D-4   TERMINATION EXAMPLES

      These examples demonstrate how to calculate capacity payment adjustments
when capacity sales are terminated.

(a)   Termination with Prescribed Notice
      (1) Example Based on Option 1
          Assumptions:
           i.  Term of Agreement is 15 years;
          ii.  Actual operation date is July 1, 1985;
         iii.  Prescribed notice is given on July 1, 1986;

                                                            S.O. #2
                                                            May 7, 1984

                                    D-6

 D-7

        iv.  Contract capacity to be reduced by 10,000 kW on July 1 1987;    
             actual performance to be from July 1, 1985 through July 1, 1987 
            ((1));
         v.  The applicable capacity loss adjustment factor is .989; and
        vi.  No performance bonus for capacity has been earned.

        The amount of overpayment (E) made by PGandE to Seller during each   
    monthly billing period is calculated as follows:
                        E = (A-B) x C x L x U
      Where:
      A =   contract capacity price per month for the actual operation date
            (July 1, 1985) and the term of agreement which is 15 years =
            $110/kW-yr \ 12 mo/yr = $9.17/kW-mo.
      B =   adjusted capacity price per month for the actual operation date
            (July 1, 1984) and a two-year agreement term = 
            $58/kW-hr \ 12 mo/yr = $4.83/kW-mo.

____________________________________

((1)) The capacity payment is adjusted upon receiving notice, so no refund is  
      necessary for the last month of the first twelve months of operation and 
      all of the second twelve months (June 1, 1986 to July 1, 1987).  Seller  
      performed for eleven month prior to payment adjustment.  (Note that due  
      to the 30-day interval between delivery and payment, performance in the  
      twelfth month (June 1986) can be paid for at the adjusted capacity price.

                                                            S.O. #2
                                                            May 7, 1984
                                    D-7

 D-8

      C =   amount by which the contract capacity is being reduced = 
            10,000 kW.
      L =   capacity loss adjustment factor = .989.
      U =   performance bonus factor; when Seller does not qualify for a       
            performance bonus factor, as in this example, U is removed from    
            the above calculation of E.
      Therefore:
      E =   ($9.17/kW-mo - $4.83/kW-mo) x 10,000 kW x .989 = $42,923 per       
            month.

            Table A shows a step-by-step derivation of the refund Seller owes  
PGandE for the early termination outlined above.  The $497,342 that Seller owes 
PGandE appears at the lower right-hand corner of the table.  All other figures  
of this table represent intermediate calculation steps.

                                                                 S.O. #2
                                                                 May 7, 1984

                                      D-8

 D-9

                                    TABLE A

  (a)       (b)        (c)       (d)        (e)          (f)           (g)
 
                                                     Interest
                     Amount     Accumu-            Charge on
Monthly                of       lated              Accumulated  Balance
Billing   Date of     Over-     Over-    Interest  Overpayment    (g) =
Period    Payment    Payment   Payment     Rate   (f)=(d)x(e)  (c)+(d)+(f)
((1))      ((2))      ((3))     ((4))      ((5))      ((6))       ((7))
                       $          $          %          $           $

 7/85     8/30/85   42,923           0      1.2           0       42,923
 8/85     9/30/85   42,923      42,923      1.0         429       86,275
 9/85    10/30/85   42,923      86,275      0.9         776      129,974
10/85    11/30/85   42,923     129,974      0.8       1,040      173,937
11/85    12/30/85   42,923     173,937      0.7       1,218      218,078
12/85     1/30/86   42,923     218,078      0.8       1,745      262,746
 1/86     3/ 2/86   42,923     262,746      0.9       2,365      308,034
 2/86     3/30/86   42,923     308,034      1.0       3,080      354,037
 3/86     4/30/86   42,923     354,037      1.1       3,894      400,854
 4/86     5/30/86   42,923     400,854      1.2       4,810      448,587
 5/86     6/30/86   42,923     448,587      1.3       5,832      497,342

____________________________________

((1)) The month in which power deliveries were made.  For purposes of          
      simplification, the monthly billing period will coincide exactly with    
      each calendar month.

((2)) The date on which payment for the monthly billing period statedin column 
      (a) is made.

((3)) The amount of overpayment made by PGandE to Seller during each monthly   
      billing period.

((4)) The amount of overpayment accumulated up through last month's date of    
      payment.

((5)) The interest rate for the period between the date of payment for the
      previous monthly billing period and the date of payment for this monthly
      billing period.  These interest rates are arbitrarily chosen for use in
      this example.

((6)) The amount of interest charge accrued between the date of payment for the
      previous monthly billing period and the date of payment for this monthly
      billing period on the accumulated overpayment balance existing as of the
      previous monthly billing period's date of payment.

((7)) The amount Seller owes PGandE at this stage of the calculation.  The     
      balance (g) for a given monthly billing period equals the accumulated
      overpayment (d) for the monthly billing period immediately following.

                                                            S.O. #2
                                                            May 7, 1984

                                    D-9

 D-10

      (2)   Example Based on Option 2

            Assumptions:

             i.   Term of agreement is 15 years;
            ii.   Actual operation date is April 1, 1985;
           iii.   Prescribed notice is given on April 1, 1987;
            iv.   Contract capacity is reduced by 10,000 kW on April 1,
                  1988; actual performance is from April 1, 1985 through
                  April 1, 1988((1));
             v.   Scheduled outage for maintenance: 18 days = 432 hours
                  in both November 1985 and November 1986;
            vi.   The applicable capacity loss adjustment factor is .989;
                  and
           vii.   Listed below is Seller's Performance Factor (P), the 
                  Demonstrated Capacity Factor (Y) in % (when measured),
                  and where applicable, the performance bonus factor (U)
                  earned for each of the monthly billing periods((2)) prior
                  to the time capacity payment is adjusted.  Also listed
                  below are the number of hours the Facility was out of
                  service for schedule maintenance (M) and the number of
                  hours in the month (D) for each of these months.

____________________________________

((1)) The capacity payment is adjusted upon receiving notice, so no refund is  
      necessary for the last month of the first twenty-four months of operation 
      and all of the last twelve months (March 1, 1987 to April 1, 1988).  
      Seller performed for twenty-three months prior to payment adjustment.  
      (Note that due to the 30-day interval between delivery and payment, 
      performance in the twenty-fourth month (March 1987) can be paid for at 
      the adjusted capacity price.)

((2)) For purposes of simplification, the monthly billing period will coincide
      exactly with each calendar month.

                                                            S.O. #2
                                                            May 7, 1984
                                   D-10

 D-11

Monthly Billing Period        P        Y       U         M         D

April            1985        .85       -       -          0       720
May              1985        .95       -       -          0       744
June             1985        .90       80      -          0       720
July             1985       1.00       88      -          0       744
August           1985        .90       96      -          0       744
September        1985       1.00       -     1.035*       0       720
October          1985        .96       -     1.035        0       744
November         1985        .98       -     1.035      432       720
December         1985       1.00       -     1.035        0       744
January          1986       1.00       -     1.035        0       744
February         1986        .92       -     1.035        0       672
March            1986        .85       -     1.035        0       744
April            1986        .78       -     1.035        0       720
May              1986       1.00       -     1.035        0       744
June             1986        .94      100    1.035        0       720
July             1986        .95       95    1.035        0       744
August           1986       1.00       92    1.035        0       744
September        1986       1.00       -     1.080**      0       720
October          1986        .93       -     1.080        0       744
November         1986        .84       -     1.080      432       720
December         1986        .88       -     1.080        0       744
January          1987        .94       -     1.080        0       744
February         1987       1.00       -     1.080        0       672

____________________________________

*  This performance bonus factor was calculated by averaging the Demonstrated
   Capacity Factors for each of the months of June, July and August 1985, and
   then dividing that average by 85(%):

                         U = 80 + 88 + 96  / 85 = 1.035
                                  3

** This performance bonus factor was calculated by averaging the Demonstrated
   Capacity Factors for each of the months of June, July and August 1985, and
   June, July and August 1986, and then dividing that average by 85(%):

                     U = 80 + 88 + 96 + 100 + 95 + 92 / 85 = 1.080
                                   6

                                                            S.O. #2
                                                            May 7, 1984

                                   D-11

 D-12

      The amount of overpayment (E) made by PGandE to Seller during each
monthly billing period is calculated as follows:

E = [P x (1 - M) x K x L x U x (A - B) x C] + [M x R]
              D                                D

Where:
P =   performance factor.
M =   number of hours of scheduled maintenance for that monthly billing        
      period.
D =   number of hours in that monthly billing period.
K =   allocation factor from Section C-5.
L =   capacity loss adjustment factor = .989.
U =   performance bonus factor; when Seller does not qualify for a performance
      bonus factor, U is removed from the above calculation of E.
A =   Contract capacity price for the actual operation date (April 1, 1985)    
      and term of agreement which is 15 years = $110/kW-yr.
B =   adjusted capacity price for the actual operation date and a three-year
      agreement term = $59/kW-yr.
C =   amount by which the contract capacity is being reduced = 10,000 kW.

                                                            S.O. #2
                                                            May 7, 1985

                                   D-12

 D-13

R =   amount of overpayment for the most recent monthly billing period in
      the same Seasonal Period (i.e., Seasonal Period A or Seasonal Period
      B).

The results of the calculations are:
                                                 Amount of
Monthly Billing Period                          Overpayment (E)

April            1985                             $  4,472
May              1985                               88,838
June             1985                               84,163
July             1985                               93,514
August           1985                               84,163
September        1985                               96,787
October          1985                                5,227
November         1985                                5,271
December         1985                                5,445
January          1986                                5,445
February         1986                                5,009
March            1986                                4,628
April            1986                                4,247
May              1986                               96,787
June             1986                               90,980
July             1986                               91,948
August           1986                               96,787
September        1986                              100,995
October          1986                                5,284
November         1986                                5,079
December         1986                                5,000
January          1987                                5,341
February         1987                                5,682

      Table B shows a step-by-step derivation of the refund Seller owes PGandE
for the early termination outlined above.  The $1,136,015 that Seller owes
PGandE appears at the lower right-hand corner of the table.  All other figures
of this table represent intermediate calculation steps.

                                                            S.O. #2
                                                            May 7, 1984

                                   D-13

 D-14
                                    TABLE B

  (a)       (b)        (c)       (d)        (e)        (f)         (g)
 
                                                    Interest
                    Amount     Accumu-             Charge on
Monthly               of       lated               Accumulated   Balance
Billing   Date of    Over-     Over-    Interest  Overpayment      (g) =
Period    Payment  Payment    Payment     Rate     (f)=(d)x(e)  (c)+(d)+(f)
 ((1))     ((2))     ((3))     ((4))      ((5))       ((6))        ((7))
                        $         $         %           $            $

 4/85     5/30/85     4,472          0      1.3           0         4,472
 5/85     6/30/85    88,838      4,472      1.4          63        93,373
 6/85     7/30/85    84,163     93,373      1.3       1,214       178,750
 7/85     8/30/85    93,514    178,750      1.2       2,145       274,409
 8/85     9/30/85    84,163    274,409      1.0       2,744       361,316
 9/85    10/30/85    96,787    361,316      0.9       3,252       461,355
10/85    11/30/85     5,227    461,355      0.8       3,691       470,273
11/85    12/30/85     5,271    470,273      0.7       3,292       478,836
12/85     1/30/86     5,445    478,836      0.8       3,831       488,112
 1/86     3/ 2/86     5,445    488,112      0.9       4,393       497,950
 2/86     3/30/86     5,009    497,950      1.0       4,980       507,939
 3/86     4/30/86     4,628    507,939      1.1       5,587       518,154
 4/86     5/30/86     4,247    518,154      1.2       6,218       528,619
 5/86     6/30/86    96,787    528,619      1.3       6,872       632,278
 6/86     7/30/86    90,980    632,278      1.4       8,852       732,110
 7/86     8/30/86    91,948    732,110      1.4      10,250       834,308
 8/86     9/30/86    96,787    834,308      1.3      10,846       941,941
 9/86    10/30/86   100,995    941,941      1.2      11,303     1,054,239
10/86    11/30/86     5,284  1,054,239      1.0      10,542     1,070,065
11/86    12/30/86     5,079  1,070,065      1.1      11,771     1,086,915
12/86     1/30/87     5,000  1,086,915      1.1      11,956     1,103,871
 1/87     3/ 2/87     5,341  1,103,871      1.0      11,039     1,120,251
 2/87     3/30/87     5,682  1,120,251      0.9      10,082     1,136,015

____________________________________

((1)) The month in which power deliveries were made.  For purposes of          
      simplification, the monthly billing period will coincide exactly with    
      each calendar month.
((2)) The date on which payment for the monthly billing period stated in       
      column (a) is made.
((3)) The amount of overpayment made by PGandE to Seller during each monthly   
      billing period.
((4)) The amount of overpayment accumulated up through last month's date of    
      payment.
((5)) The interest rate for the period between the date of payment for the
      previous monthly billing period and the date of payment for this monthly
      billing period.  These interest rates are arbitrarily chosen for use in
      this example.
((6)) The amount of interest charge accrued between the date of payment for    
      the previous monthly billing period and the date of payment for this     
      monthly billing period on the accumulated overpayment balance existing   
      as of the previous monthly billing period's date of payment.
((7)) The amount Seller owes PGandE at this stage of the calculation.  The
      balance (g) for a given monthly billing period equals the accumulated
      overpayment (d) for the monthly billing period immediately following.

                                                            S.O. #2
                                                            May 7, 1984
                                   D-14

 D-15

(b)   Termination without Prescribed Notice

      If Seller terminates without prescribed notice, Seller will owe PGandE a
refund [the calculation of which is described in Sections D-4(a)(1) and D-4(a)
(2) of this example] and payment (G).  This example demonstrates how the
payment (G) is calculated.  Assumptions:
        i.  Term of agreement is 15 years;
       ii.  Actual operation date is July 1, 1985;
      iii.  Notice is given on January 1, 1990; and
       iv.  Contract capacity is to be reduced by 10,000 kW on July 1, 1990;
            actual performance is from July 1, 1985 through July 1, 1990.

    The payment (G) is calculated as follows:
        (G) = CC x (T-CCP) x J-H   G >= 0
                              12

    Where:
    CC  = The amount of contract capacity being terminated = 10,000 kW.
    T   = the current firm capacity price $140/kW-yr is arbitrarily chosen
          for use in this example for a July 1, 1990 Operation Date and 
          10-year agreement term.
    CCP = the contract capacity price = $110/kW-yr.
    H   = the actual number of months notice given = six months.
    J   = the prescribed notice = twelve months.

                                                            S.O. #2
                                                            May 7, 1984

                                   D-15

 D-16

      The sample calculation is:

      G = CC x (T - CCP) x (J-H)
                             12

      G = 10,000 kW x ($140/kW-yr - $110/kW-yr) x

                   (12 mos. - 6 mos.)
                      12 mos./yr

      G = $150,000

                                                            S.O. #2
                                                            May 7, 1984

                                   D-16

 E-1

                                  APPENDIX E

                                INTERCONNECTION

                                   CONTENTS

Section                                                           Page

  E-1       INTERCONNECTION TARIFFS                                E-2

  E-2       POINT OF DELIVERY LOCATION SKETCH                      E-3

  E-3       INTERCONNECTION FACILITIES FOR WHICH SELLER            E-4
              IS RESPONSIBLE  

                                                            S.O. #2
                                                            May 7, 1984

                                    E-1

 E-2

E-1   INTERCONNECTION TARIFFS

      (The applicable tariffs in effect at the time of execution of this       
Agreement shall be attached.)

                                                            S.O. #2
                                                            May 7, 1984

                                    E-2

 E-3

E-2   POINT OF DELIVERY LOCATION SKETCH

      The Seller requests, and PGandE consents, that the location sketch not
be made at the time of executing the Agreement, because the Seller,
recognizing that the information is not yet available to make a definitive
determination of the sketch to be inserted here, shall request PGandE to
perform an interconnection study to be done in its accustomed manner of making
such studies to determine the sketch to be inserted.

                                                            S.O. #2
                                                            May 7, 1984

                                    E-3

 E-4

E-3   INTERCONNECTION FACILITIES FOR WHICH SELLER IS RESPONSIBLE

      The Seller requests, and PGandE consents, that this listing of
facilities not be filled in at the time of executing the Agreement, because
the Seller, recognizing that the information is not yet available to make a
definitive determination of the listing of facilities to be inserted here,
shall request PGandE to perform an interconnection study to be done in its
accustomed manner of making such studies to determine the listing of
facilities to be inserted.

                                                            S.O. #2
                                                            May 7, 1984

                                    E-4

 129

                PACIFIC GAS AND ELECTRIC COMPANY

                   UNIFORM STANDARD OFFER 1

                AS-AVAILABLE CAPACITY AND ENERGY

                   POWER PURCHASE AGREEMENT

                                           QFID NO. 25C099

 i

                      TABLE OF CONTENTS

  SECTION                                            PAGE
   1    PROJECT SUMMARY                                1
   2    DEFINITIONS                                    5
   3    TERM AND TERMINATION                          10
   4    PROJECT FEE                                   11
   5    PROJECT DEVELOPMENT MILESTONES                12

   6    GENERATING FACILITY                           15
   7    OPERATING OPTIONS                             19
   8    INTERCONNECTION FACILITIES                    22
   9    REVIEW AND DISCLAIMER                         24
  10    REAL PROPERTY RIGHTS                          26
  11    METERING                                      28

  12    QUALIFYING FACILITY STATUS AND PERMIT         30
  13    ENERGY PURCHASE                               31
  14    CAPACITY PURCHASE                             32
  15    CURTAILMENT                                   33
  16    INTERRUPTION OF DELIVERIES                    36
  17    PAYMENT AND BILLING                           37        
  18    INDEMNITY AND LIABILITY                       38
  19    INSURANCE                                     41
  20    FORCE MAJEURE                                 43
  21    REVIEW OF RECORDS AND DATA                    44
  22    ASSIGNMENT                                    45
  23    ABANDONMENT                                   45

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                TABLE OF CONTENTS (Contd.)

SECTION
  24    NON-DEDICATION                                46
  25    NON-WAIVER                                    46
  26    SECTION HEADINGS                              47
  27    GOVERNING LAW                                 47
  28    AMENDMENT, MODIFICATION OR WAIVER             47
  29    SEVERAL OBLIGATIONS                           47
  30    SIGNATURES                                    48
  APPENDIX A:     TIME PERIODS
  APPENDIX B:     ENERGY LOSS ADJUSTMENT FACTORS
  APPENDIX C:     CAPACITY LOSS ADJUSTMENT FACTORS
  APPENDIX D:     PACIFIC GAS AND ELECTRIC COMPANY'S
                    ELECTRIC RULE-NO. 21
  APPENDIX E:     [omitted]

  APPENDIX F:     SITE LOCATION METES AND BOUNDS 
                    DESCRIPTION (IF REQUIRED FOR 
                    PURPOSES OF SECTION 1.1(c))

  APPENDIX G:     EFFECTIVE CAPACITY CONVERSION FACTORS

  APPENDIX H:     POINT OF DELIVERY SKETCH

 1
PACIFIC GAS AND ELECTRIC COMPANY
AS-AVAILABLE CAPACITY AND ENERGY POWER PURCHASE AGREEMENT

    BERRY PETROLEUM COMPANY ("Seller") and PACIFIC GAS AND ELECTRIC 
COMPANY ("PG&E"), referred to collectively as "Parties" and 
individually as "Party", agree as follows:

1. PROJECT SUMMARY

1.1 Seller's Generating Facility:

(a) QFID Number: 25C099
  
(b) Nameplate rating: 37,200 kW at 0.9 power factor. (Net of Station Use) 
If the Generating Facility is comprised of more than one (1) 
electrical generator and Seller has not commenced Initial Operation 
of each generator within five (5) years of the effective date of this 
Agreement, the Nameplate Rating shall be derated to the nameplate 
rating of the electrical generators which have achieved Initial 
Operation prior to the end of the five (5) year period. Seller may 
not increase the Nameplate Rating after the effective date of this 
Agreement.

(c) Location: Section 28, Township 12 North, Range 24 West, 3 1/2 miles 
south of Taft, California, Kern County, California. See Appendix F.

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(d) Type: (Check One)
    X Cogeneration facility.
      natural gas(primary energy source)
      Small power production facility
(primary energy source)

1.2 Expected annual energy deliveries: 290,000,000 kWh.

1.3 Seller's initial estimate of the Scheduled Operation Date is January 
16, 1997 (Generating Facility is already constructed and operating). 
The Scheduled Operation Date shall not be later than five (5) years 
from the effective date of this Agreement.

1.4 The term of this Agreement is 15 years from January 16, 1997, 
unless terminated sooner by Seller in accordance with Section 3 of 
this Agreement.

1.5 Project Development Material Milestones: (Omitted) 

1.6 Operating Options Pursuant to Section 7: (Check One)

    X   Operating Option I (Buy/Sell): Entire
        Generating Facility output less Station Use
        sold to PG&E.
        
        Operating Option II (Surplus Sale): The
        Generating Facility output, less Station Use
        and any other use by Seller, sold to PG&E.
        Capacity allocated to other use by Seller:

                             2
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                  kW.

1.7 Metering Location: (Check One) 
    Seller selects metering location pursuant to Section 11 as follows: 
    X    High-voltage side of the Interconnection Facilities transformer.

        Low-voltage side of the Interconnection Facilities transformer 
with the transformer loss compensation factor determined in 
accordance with Section 11.2.

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1.8 Notices.
     Any written notice, demand, or request required or authorized in 
connection with the Agreement shall be deemed properly given if 
delivered in person or sent by first class mail, postage prepaid, to 
the person specified below:

        PG&E:  Pacific Gas & Electric Company
               Manager - Power Contracts
               77 Beale Street, Mail Code B23C
               P.O. Box 770000
               San Francisco, CA 94177

       Seller: Berry Petroleum Company
               Post Office Bin X
               Taft, CA 93268
  
Seller's notices to PG&E pursuant to this Section 1.8 shall refer to 
the QFID number set forth in Section l.l(a). The designated addresses 
may be changed at any time upon similar notice by the Party's 
authorized representative.

1.9 Location of PG&E Designated Switching Center
                  PG&E Midway Substation
                  Buttonwillow, CA
                  (805) 764-5299

1.10 Seller's arrangement includes Host(s): (Check one)

            yes 
         X  no

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 If yes, the following sections shall apply

2. Host(s):

(b) Seller has made arrangements with Host(s) to: (Check one or both)

2. Sell all or a portion of the electrical output of the Generating 
Facility to Host(s).

ii. Sell useful thermal output from the Generating Facility to Host(s).

(c) Seller shall, within thirty (30) days of the effective date of the 
Agreement, provide PG&E with the name(s) and address(es) of 
representative(s) of the Host(s) who is (are) authorized to act on 
behalf of the Host(s) in matters related to the arrangement 
identified in this Section 1.10. Seller shall notify PG&E of any 
change(s) of authorized representative(s) within thirty (30) days of 
being notified of such change.

(d) Any references to Host(s) contained in this Agreement are not 
intended and shall not be construed to create any third party rights 
or remedies.

2. DEFINITIONS

When underlined, whether in the singular or in the plural, the following 
terms shall have the following meanings:

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2.1 Agreement: This document and appendices, as amended from time to time, 
including PG&E's Electric Rule No. 21, in effect at the time of 
execution of this Agreement.

2.2 As-Available Capacity: The capacity delivered to PG&E from the 
Generating Facility that PG&E is contractually obligated to purchase 
at its published As-Available Capacity price as approved by the CPUC.

2.3 CPUC: The Public Utilities Commission of the State of California.

2.4 Designated Switching Center: described in Section 1.9.

2.5 Electric Rule No. 21: PG&E's interconnection standards for cogenerators 
and small power producers interconnected with the PG&E system, 
attached hereto as Appendix D and incorporated herein by reference.

2.6 Emergency: An actual or imminent condition or situation which 
jeopardizes PG&E Electric System Integrity.

2.7 Force Majeure: Any occurrence, other than Forced Outages, beyond the 
reasonable control of and without the fault or negligence of the 
Party claiming Force Majeure which causes the Party to be unable to 
perform its obligations, which by exercise of due foresight such 
Party could not reasonably have been expected to avoid and which the 
Party is unable to overcome by the exercise of due diligence. Such an 
occurrence may include, but is not limited to, acts of God, labor 
disputes, sudden actions of the

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elements, actions or inactions by federal, state, and municipal 
agencies, and actions or inactions of legislative, judicial, or 
regulatory agencies.

2.8 Forced Outage: Any outage of the Generating Facility or Seller's 
Interconnection Facilities resulting from a design defect, inadequate 
construction, operator error, interruption in fuel supply unless 
excused as a Force Majeure, or a breakdown of the mechanical or 
electrical equipment that fully or partially curtails the electrical 
output of the Generating Facility. Generating Facility: All of 
Seller's generating units, together with all protective and other 
associated equipment and improvements owned, maintained, and operated 
by Seller, which are necessary to produce electrical power, excluding 
associated land, land rights, and interests in land.

2.10 Host(s): The entity or entities identified in Section 1.10 which will 
purchase: (a) useful thermal output of the cogenerator; or (b) all or 
a portion of the electric output of the Generating Facility; or (c) 
both.

2.11 Initial Operation: The day the Generating Facility first operates in 
parallel with the PG&E system.

2.12 Interconnection Facilities: All means required, and apparatus 
installed, to interconnect and deliver power from the Generating 
Facility to the PG&E system in accordance with PG&E's Electric Rule 
No. 21, including,

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but not limited to, connection, transformation, switching, metering, 
communications, control, and safety equipment, such as equipment 
required to protect (a) the PG&E system and its customers from faults 
occurring at the Generating Facility, and (b) the Generating Facility 
from faults occurring on the PG&E system or on the systems of others 
to which the PG&E system is directly or indirectly connected. 
Interconnection Facilities also include any necessary additions and 
reinforcements by PG&E to the PG&E system required as a result of the 
interconnection of the Generating Facility to the PG&E system.

2.13 Interconnection Study: PG&E's determination of the Interconnection 
Facilities required to interconnect Seller's Generating Facility with 
the PG&E system, including an estimate of costs and construction lead 
time.

2.14 Nameplate Rating: The gross generating capacity of the Generating 
Facility less Station Use. For purposes of this Agreement, Nameplate 
Rating is that rating specified in Section 1.1(b) of the Agreement.

2.15 PG&E Electric System Integrity: The state of operation of PG&E's 
electric system in a manner which is deemed to minimize the risk of 
injury to persons and/or property and enables PG&E to provide 
adequate and reliable electric service to its customers.

2.16 Point of Delivery: The point where Seller's electrical conductors 
contact PG&E's system as it shall exist

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whenever the deliveries are being made or at such other point or 
points as the Parties may agree in writing. A Point of Delivery 
sketch is attached in Appendix H.

2.17 Preliminary Interconnection Study or Preliminary Study: PG&E's 
preliminary estimate of the costs and equipment necessary for the 
interconnection of Seller's Generating Facility to PG&E's system. 
This study may also establish the date by which Seller must request 
an Interconnection Study under Section 5.5(a).

2.18 Protective Apparatus: All relays, meters, power circuit breakers, 
synchronizers, and other control devices as shall be agreed to by the 
Parties in accordance with the requirements of PG&E as necessary for 
proper and safe operation of the Generating Facility in parallel with 
PG&E's electric system.

2.19 Prudent Electrical Practices: Those practices, methods, and equipment, 
as changed from time to time, that are commonly used in prudent 
electrical engineering and operations to design and operate electric 
equipment lawfully and with safety, dependability, efficiency, and 
economy.

2.20 Scheduled Operation Date: The date specified in Section 1.3 when the 
Generating Facility is, by Seller's estimate, expected to begin 
Initial Operation.

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2.21 Short-Run Avoided Operating Costs: CPUC-approved costs, updated from 
time to time, which are the basis of PG&E's published energy prices.

2.22 Special Facilities: Those Interconnection Facilities consisting of 
additions and reinforcements to the PG&E system which are needed to 
accommodate the maximum delivery of energy and capacity from the 
Generating Facility as provided in this Agreement and those other 
parts of the Interconnection Facilities, if any, which are owned and 
maintained by PG&E at Seller's request, including metering and data 
processing equipment. All Special Facilities shall be owned, operated 
and maintained pursuant to PG&E's Electric Rule No. 21, which is 
attached hereto.

2.23 Station Use: Energy used to operate the Generating Facility's 
auxiliary equipment. The auxiliary equipment includes, but is not 
limited to, forced and induced draft fans, cooling towers, boiler 
feed pumps, lubricating oil systems, plant lighting, fuel handling 
systems, control systems, and sump pumps.

3. TERM AND TERMINATION 

This Agreement shall be binding upon execution by the Parties and remain 
in effect thereafter for the number of years specified in Section 
1.4, which shall not exceed thirty (30) years from Initial Operation. 
This Agreement may be terminated

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sooner by Seller upon providing thirty (30) days prior written notice 
in accordance with Section 1.8.

4. PROJECT FEE [omitted]

5. PROJECT DEVELOPMENT MILESTONES 

To assure Seller's establishment of Initial Operation in the time 
provided in this Agreement and to afford PG&E with early notification 
in the event Seller will be unable to establish Initial Operation, 
Seller shall complete each Project Development Milestone as provided 
in this Section 5.

 5.1 Project Development Milestones

(a) The following events shall constitute Project
Development Milestones:
  
(1) Submittal of Quarterly Status Reports (pursuant to Section 5.2)

(2) Maintenance of Site Control (pursuant to Section 5. 3)

(3) Provision of information for and payment of costs of Preliminary 
Interconnection Study (pursuant to Section 5.4)

(4) Provision of information for and payment of costs of Interconnection 
Study (pursuant to Section 5.5) Commencement of Initial Operation no 
later than five (5) years from the effective date of this Agreement 
(pursuant to Section 5.6).

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(b) If Seller fails to complete each Project Development Milestone in the 
time and manner provided in Sections 5.2 through 5.6: (l) PG&E may 
terminate this Agreement; (2) Seller shall relinquish transmission 
priority, if established; and (3) the Project Fee, if any, shall be 
paid to PG&E pursuant to Section 4.2(b). 

(b)   If PG&E terminates this Agreement pursuant to this Section 5.1, 
Seller may execute another power purchase agreement with PG&E only if 
Seller has satisfied all its outstanding obligations to PG&E arising 
under this Agreement, including payment of any costs which PG&E may 
have incurred as a result of Seller's failure to perform under this 
Agreement. Nothing in this Section 5.1(c) shall limit PG&E's remedies 
at law under this Agreement.

5.2 Submit Quarterly Status Reports omitted

5.3 Maintain Site Control

(a) Seller warrants that it possessed Site Control of the site described 
in Section 1.1(c) as of the date Sellers executed this Agreement and 
that Seller shall maintain continuous Site Control for the term of 
this Agreement.

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(b) Site Control: Site Control shall consist of one of the following, or 
other form of Site Control acceptable to PG&E in its sole discretion: 

   (l) Seller's ownership of the location of Seller's Generating Facility 
specified in Section l.l(c); 

   (2) Seller's leasehold interest in the location specified in Section 
1.1(c), which leasehold interest shall specifically include the right 
to construct and operate the Generating Facility at such location; 

   (3) Seller's exclusive and irrevocable contractual right to construct 
and operate the Generating Facility at the location specified in 
Section l.l(c); or, 

   (4) Seller's exclusive and irrevocable option to obtain any of the 
rights described in Section 5.3(b)(1) through Section 5.3(b)(3) 
above. This alternative shall only constitute Site Control prior to 
the commencement of construction of Seller's Generating Facility.

(c) Seller shall provide PG&E with prompt notice of any change in the 
status of its Site Control. If, at any time, PG&E has reason to 
believe that Seller has lost Site Control, PG&E may request from 
Seller evidence that Seller continues to possess Site Control. If 
Seller fails to provide such evidence within thirty

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(30) calendar days after Seller receives PG&E's request, the 
provisions of Section 5.1(b) shall apply.

(d) Where the term of Seller's Site Control does not extend for the full 
term of this Agreement, Seller shall advise PG&E of the date Site 
Control is scheduled to expire. Seller shall provide to PG&E, no 
later than the date Seller's Site Control is scheduled to expire, 
evidence that Seller's Site Control has been renewed or extended. If 
Seller fails to provide such evidence, PG&E shall notify Seller in 
writing that Seller is not in compliance with this Section 5.3(d). 
Unless Seller provides PG&E with evidence that Site Control has been 
renewed or extended within thirty (30) calendar days after PG&E's 
notification, the provisions of Section 5.1(b) shall apply. This 
Agreement is project and site specific; however, Seller may with 
PG&E's prior consent, be permitted to adjust the location of Seller's 
Generating Facility within the proximity of the site specified in 
Section 1.1(c) if necessary for project development.

5.4 Provide Information for and Pay Costs of Preliminary
Interconnection Study omitted

(e)

5.5 Provide Information for and Pay Costs of Interconnection
Study omitted

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5.6 Commence Initial Operation of the Generating Facility: Seller shall 
commence Initial Operation of Seller's Generating Facility no later 
than five (5) years from the effective date of this Agreement. If 
Seller fails to commence Initial Operation by said date, the 
provisions of Section 5.1(b) shall apply.

6.  GENERATING FACILITY
The Generating Facility shall be owned by Seller. The
Generating Facility shall be designed, constructed, operated, and 
maintained as follows:

6.1 Design
    (a) Seller, at Seller's sole expense, shall:
        (1) Design the Generating Facility;
        (2) Acquire all permits and other approvals
            necessary for the construction, operation,
            and maintenance of the Generating Facility;
            and
        (3) Complete all environmental impact studies
            necessary for the construction, operation,
            and maintenance of the Generating Facility.

    (b) At PG&E's request, Seller shall provide to PG&E
        Seller's electrical specifications and design
        drawings pertaining to Seller's Generating Facility
        for PG&E's review prior to finalizing design of the
        Generating Facility and before beginning construction
        work based on such specifications and drawings.

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Seller shall provide to PG&E reasonable advance written notice of any 
changes in Seller's Generating Facility and provide to PG&E 
specifications and design drawings of any such changes for PG&E's 
review and approval.

(c) The total installed capacity (net of station use) of Seller's 
Generating Facility shall not exceed the Nameplate Rating set forth 
in Section 1.1(b) of this Agreement.

6.2 Construction

(a) Seller, at Seller's sole expense, shall construct the Generating 
Facility.

(b) PG&E shall have the right to review and consult with
Seller regarding Seller's construction schedule.

Seller, at its option, may be present at such inspection.

(c) PG&E shall have the right to periodically inspect the Generating 
Facility prior to Initial Operation upon advance notice to Seller. 
Seller, at its option, may be present at such inspection.

6.3 Operation

(a) Seller shall operate the Generating Facility in accordance with 
Prudent Electrical Practices.

(b) Seller shall operate the Generating Facility to generate such 
reactive power or provide individual power factor correction as 
necessary to maintain voltage levels and reactive power support as 
may be required by PG&E, in accordance with PG&E's Electric

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Rule No. 21, attached hereto. Seller shall not deliver excess 
reactive power to PG&E unless otherwise agreed upon between the 
Parties. If Seller fails to provide reactive power support, PG&E may 
do so at Seller's expense.

(c) The Generating Facility shall be operated with all of Seller's 
Protective Apparatus in service whenever the Generating Facility is 
connected to, or is operated in parallel with, the PG&E electric 
system. Any deviation for brief periods of Emergency or maintenance 
shall only be by agreement of the Parties.

(d) Seller shall maintain operating communications with the PG&E 
Designated Switching Center. The operating communications shall 
include, but not be limited to, system parallel operation or 
separation, scheduled and unscheduled outages, equipment clearances, 
protective relay operations, levels of operating voltage and reactive 
power, and daily capacity and generation reports.

(e) Seller shall keep a daily operations log for the Generating Facility 
which shall include information on availability, maintenance outages, 
circuit breaker trip operations requiring a manual reset, and any 
significant events related to the operation of the Generating 
Facility, including but not limited to: real and reactive power 
production; changes in

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operating status and protective apparatus operations; and any unusual 
conditions found during inspections. Changes in setting shall also be 
logged for Seller's generator(s) if it is "block-loaded" to a 
specific kW capacity.

(f) Seller shall maintain complete daily operations records applicable to 
the Generating Facility, including but not limited to fuel 
consumption, cogeneration fuel efficiency, maintenance performed, 
kilowatts, kilovars and kilowatt hours generated and settings or 
adjustments of the generator control equipment and protective 
devices. Such information shall be available pursuant to Section 21.

(g) If Seller's Generating Facility has a Nameplate Rating greater than 
one (1) and up to and including ten (10) megawatts, PG&E may require 
Seller to report to the Designated Switching Center, twice a day at 
agreed upon times for the current day's operation, the hourly 
readings in kW of capacity delivered and the energy in kWh delivered 
since the last report.

(h) If Seller's Generating Facility has a Nameplate Rating greater than 
ten (10) megawatts, PG&E shall provide, at Seller's expense, 
telemetering equipment pursuant to Section 11.3.

(i) PG&E may require Seller, at Seller's expense, to demonstrate to 
PG&E's satisfaction the correct

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calibration and operation of Seller's Protective Apparatus at any 
time PG&E has reason to believe that said Protective Apparatus may 
impair the PG&E Electric System Integrity.

6.4 Maintenance

(a) Seller shall maintain the Generating Facility in accordance with 
Prudent Electrical Practices.

(b) Seller shall notify PG&E (1) by January 1, May 1, and September 1 of 
each year, of the estimated scheduled maintenance and estimated daily 
energy and capacity deliveries for the succeeding four months and (2) 
by September 1 of each year, of the estimated scheduled maintenance 
and estimated daily energy and capacity deliveries for the following 
calendar year.

7. OPERATING OPTIONS

7.1   Seller shall operate the Generating Facility in parallel 
with PG&E's electric system pursuant to one of the following 
options as designated in Section 1.6: 

(a) Operating Option I (Buy/Sell): Seller sells the entire Generating 
Facility output less Station Use to PG&E. 

(b) Operating option II (Surplus Sale): Seller sells Generating Facility 
output, less Station Use and any other use by Seller, to PG&E.

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7.2  Seller may convert from Operating Option I to Operating Option II, or 
vice versa, no earlier than twelve (12) months after execution of 
this Agreement, and thereafter no earlier than twelve (12) months 
after the effective date of the most recent conversion, subject to 
the following conditions: 

(a) Seller shall provide PG&E with a written request to convert its 
operating option. 
(b) Seller shall comply with all applicable tariffs and rules on file 
with the CPUC and contracts in effect between the Parties at the time 
of conversion covering the existing and proposed (1) facilities used 
to serve Seller's premises and (2) Interconnection Facilities.
(c) Seller shall bear the expense necessary to install, own, and maintain 
any needed additional interconnection facilities in accordance with 
PG&E's applicable tariffs and rules on file with the CPUC.

7.3  If, as a result of an operating option conversion, Seller no longer 
requires the use of Interconnection Facilities installed and/or 
operated and maintained by PG&E as Special Facilities under an 
agreement for Special Facilities, Seller may either: 

(a)  Reserve these facilities, for its future use, by continuing its 
performance under its agreement for Special Facilities; or

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(b)  If Seller does not wish to reserve such facilities, it may    
terminate its agreement for Special Facilities in accordance with the 
terms of that agreement. If Seller's operating option conversion 
results in its discontinuation of its use of PG&E facilities not 
covered by the agreement for Special Facilities, Seller shall not 
reserve those facilities for future use. Seller's future use of such 
facilities shall be contingent upon the availability of such 
facilities at the time Seller requests such use. If such facilities 
are not available, Seller shall bear the expense necessary to 
install, own, and maintain the needed additional facilities in 
accordance with PG&E's applicable tariffs and rules on file with the 
CPUC.

7.4 Unless provided for pursuant to Section 7.3 above, PG&E shall not be
required to remove or reserve capacity of Interconnection Facilities 
made idle by a change in operating options. PG&E may, without 
penalty, dedicate any such Interconnection Facilities idled by 
Seller's change in operating option at any time to serve customers or 
to interconnect with other electric power sources.

7.5 PG&E shall process requests for operating option conversion in the 
order received and institute any changes made necessary by such 
request in as reasonably expeditious manner as possible given other 
PG&E commitments. The effective date of conversion shall be

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the date PG&E completes all of the changes required to accommodate 
Seller's operating option conversion. Notwithstanding this Section 
7.5, Seller may convert from Operating Option I to Operating Option 
II, or vice versa, no earlier than twelve (12) months after execution 
of this Agreement, and thereafter no earlier than twelve (12) months 
after the effective date of the most recent conversion.

7.6 Seller agrees to use reasonable efforts and shall take no action which 
would encumber, impair or diminish Seller's ability to deliver to 
PG&E As-Available Capacity and the energy associated with that 
capacity. Seller acknowledges that it intends no other use for the 
generation committed to PG&E under this Agreement than expressly set 
forth in Sections 1.6 and 1.10 of this Agreement.

8. INTERCONNECTION FACILITIES

8.1 The Parties have executed an agreement for Special Facilities which 
shall provide for the ownership, construction, operation and 
maintenance of the Interconnection Facilities pursuant to PG&E's 
Electric Rule No. 21.

8.2 The Interconnection Facilities for which Seller is responsible and 
the Point of Delivery shall be set forth either in equipment lists or 
by appropriate one-line

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diagrams which shall be attached to the agreement for Special 
Facilities.

8.3 Seller, at Seller's sole expense, shall acquire all permits and 
approvals and complete all environmental impact studies necessary for 
the design, construction, installation, operation, and maintenance of 
the Interconnection Facilities other than Special Facilities.

8.4 [omitted]

8.5 Seller shall provide written notice to PG&E at least fourteen (14) 
calendar days prior to the initial and subsequent testing of Seller's 
Protective Apparatus. Seller's Protective Apparatus shall be tested 
thereafter at intervals not to exceed three (3) years using qualified 
personnel. PG&E shall have the right to have a representative present 
at the initial and subsequent testing of Seller's Protective 
Apparatus and to receive copies of the test results.

8.6 Seller shall be allocated existing line capacity in accordance with 
PG&E's Electric Rule No. 21.

8.7 Seller shall be solely responsible for the design, purchase, 
construction, operation, and maintenance of the Interconnection 
Facilities, owned by Seller, necessary to protect PG&E's electric 
system, employees and customers from damage or injury arising out of 
or connected with the operation of the Generating Facility. Seller 
shall

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operate and maintain the Interconnection Facilities owned by Seller 
in accordance with Prudent Electrical Practices.

8.8 Seller shall provide to PG&E Seller's electrical specifications and 
design drawings pertaining to the Interconnection Facilities for 
PG&E's review prior to finalizing design of the Interconnection 
Facilities and before beginning construction work based on such 
specification and drawings. Seller shall provide to PG&E reasonable 
advance written notice of any changes in the Interconnection 
Facilities and provide to PG&E specifications and design drawings of 
any such changes for PG&E's review and approval. PG&E may require 
modifications to such specifications and designs as it deems 
necessary to allow PG&E to operate PG&E's system in accordance with 
Prudent Electrical Practices.

8.9 Seller shall pay for any changes in the Interconnection Facilities as 
may be reasonably required to meet the changing requirements of the 
PG&E system in accordance with PG&E's Electric Rule No. 21.

9. REVIEW AND DISCLAIMER

9.1 Review by PG&E of the design, construction, operation, or maintenance 
of Seller's Interconnection Facilities except Special Facilities or 
Generating Facility shall not constitute any representation as to the 
economic or technical feasibility, operational capability, or

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reliability of such facilities. Seller shall in no way represent to 
any third party that any such review by PG&E of such facilities 
including but not limited to any review of the design, construction, 
operation; or maintenance of such facilities by PG&E is a 
representation by PG&E as to the economic or technical feasibility, 
operational capability, or reliability of such facilities. Seller is 
solely responsible for economic and technical feasibility, 
operational capability, and reliability of Seller's Interconnection 
Facilities except Special Facilities and the Generating Facility.

9.2 PG&E shall notify Seller in writing of the outcome of PG&E's review of 
the design and all of the specifications, drawings, and explanatory 
material for Seller's Interconnection Facilities except Special 
Facilities (and the Generating Facility, if requested by PG&E) within 
thirty (30) calendar days of the receipt of the design and all of the 
specifications, drawings, and explanatory material for Seller's 
Interconnection Facilities (and the Generating Facility, if requested 
by PG&E). Any flaws in the design perceived by PG&E in the review of 
all of the specifications, drawings, and explanatory material for 
Seller's Interconnection Facilities (and the Generating Facility, if 
requested by PG&E) shall be described in PG&E's written notification.

                              25

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10. REAL PROPERTY RIGHTS

10.1 Seller agrees to grant PG&E all necessary easements and rights of way, 
including adequate and continuing access rights, on property of 
Seller to transport, install, operate, maintain, replace, and remove 
the Interconnection Facilities, and any equipment or line extension 
that may be provided, owned, operated and maintained by PG&E on the 
property of Seller. Seller agrees to grant such easements and rights 
of way to PG&E at no cost and in a form satisfactory to PG&E and 
capable of being recorded in the office of the County Recorder.

10.2 If any part of PG&E's Interconnection Facilities, equipment, and/or 
line extension is to be installed on property owned by other than 
Seller, or under the jurisdiction or control of any other individual, 
agency or organization, PG&E may, at its discretion and at Seller's 
cost and expense obtain necessary easements and from the owners 
thereof all rights of way including adequate and continuing access 
rights, and/or such other grants, consents and licenses, in a form 
satisfactory to PG&E, fork the construction, operation, maintenance, 
and replacement of PG&E's Interconnection Facilities, equipment, 
and/or line extension upon such property. If PG&E does not elect to 
obtain or cannot obtain such easements and rights of way, Seller 
shall obtain them at its cost and expense. If Seller requests, PG&E 
shall cooperate with and assist

                               26

 27
Seller in obtaining said easements and rights of way. In any event, 
Seller shall reimburse PG&E for all costs incurred by PG&E in 
obtaining, attempting to obtain or assisting in obtaining such 
easements and rights of way

10.3 PG&E shall have the right of ingress to and egress from the 
Generating Facility at all reasonable hours for any purposes 
reasonably connected with this Agreement or the exercise of any and 
all rights secured to PG&E by law or its tariff schedules and rules 
on file with the CPUC.

10.4 PG&E shall have no obligation to Seller for any loss, liability, 
damage, claim, cost, charge, or expense due to PG&E's inability to 
acquire a satisfactory right of way, easement or other real property 
interest necessary to PG&E's performance of its obligations under 
this Agreement.

10.5 If Seller exercises due diligence to obtain easements and rights of 
way for PG&E's Interconnection Facilities pursuant to Section 10.2, 
and if PG&E in its sole discretion elects not to exercise its power 
of eminent domain to acquire such easements and rights of way, Seller 
shall have no obligation to PG&E for any loss, liability, damage, 
claim, cost, charge or expense due to Seller's inability to acquire 
such easements and rights of way.

10.6 Nothing in this Section 10 shall be construed to require PG&E to 
acquire land rights through condemnation or any other means for 
Seller either inside or outside of PG&E's

                               27

 28
service territory unless PG&E shall in its sole discretion 
elect to do so.

 11. METERING

11.1 All meters and equipment used for the measurement of power for 
determining PG&E's payments to Seller pursuant to this Agreement 
shall be provided, owned, and maintained by PG&E at Seller's sole 
expense in accordance with PG&E's Electric Rule No. 21 attached 
hereto.

11.2 All the meters and equipment used for measuring the power delivered 
to PG&E shall be located on the side of the Interconnection 
Facilities transformer as selected by Seller in section 1.7. If 
Seller chooses to have meters placed on the low-voltage side of the 
Interconnection Facilities transformer, a transformer loss 
compensation factor will be applied. At Seller's sole expense, 
manufacturer's certified test reports of transformer losses, in 
accordance with current national standards, will be provided and used 
to determine a transformer loss compensation factor, unless another 
method for determination of transformer losses has been mutually 
agreed upon to determine the actual measured value of losses. 

11.3 Pursuant to PG&E's Electric Rule No. 21, telemetering shall be 
required at Seller's expense if Seller's Generating Facility has a 
Nameplate Rating greater 

                               28

 29
than ten (10) MW.

11.4 PG&E's meters shall be sealed and the seals shall be broken 
only when the meters are to be inspected, tested, or adjusted by 
PG&E. Seller shall be given reasonable notice of testing and shall 
have the right to have a representative present on such occasions.

11.5 PG&E shall inspect and test all meters upon their installation and 
annually thereafter. At Seller's request and expense, PG&E shall 
inspect or test a meter more frequently.

11.6 Metering equipment determined by PG&E to be inaccurate or defective 
shall be repaired, adjusted, or replaced by PG&E such that the 
metering accuracy of said equipment shall be within two (2) percent. 
If a meter fails to register or if the measurement made by a meter 
during a test varies by more than two (2) percent from the metering 
standard used in the test, an adjustment shall be made correcting all 
measurements made by the inaccurate meter for (a) the actual period 
during which inaccurate measurements were made, if the period can be 
determined, or if not, (b) the period immediately preceding the test 
of the meter equal to one-half the time from the date of the last 
previous test of the meter, provided that the period covered by the 
correction shall not exceed six (6) months.

                              29

 30
12. QUALIFYING FACILITY STATUS AND PERMITS

12.1 Seller warrants that, beginning on the date of initial energy 
deliveries and continuing until the end of this Agreement, the 
Generating Facility shall meet the qualifying facility requirements 
established as of the effective date of this Agreement by the Federal 
Energy Regulatory Commission's rules (18 Code of Federal Regulations 
Section 292) implementing the Public Utility Regulatory Policies Act 
of 1978 (16 U.S.C.A. Sections 796, et seq.).

12.2 Seller shall reimburse PG&E for any loss of whatever kind which PG&E 
incurs as a result of: 

(a) Seller's failure to obtain or maintain any necessary permit or 
approval, including completion of required environmental studies, 
necessary for the construction, operation, and maintenance of the 
Generating Facility.  

(b) Seller's failure to comply with necessary permits and approvals 
or with any applicable law. Seller's breach of that warranty in 
Section 12.1 above.

12.3 If a loss of qualifying facility status occurs due to a change in the 
law governing qualifying facility status occasioned by regulatory, 
legislative, or judicial action, the Seller shall compensate PG&E for 
any economic detriment incurred by PG&E should Seller choose not to

                              30

 31
make the changes necessary to continue its qualifying
facility status.

13. ENERGY PURCHASE

13.1 Subject to the terms and conditions of this Agreement, Seller shall 
sell and deliver, at the Point of Delivery, and PG&E shall purchase 
and accept delivery of, at the Point of Delivery, energy produced by 
the Generating Facility as specified in Sections 1.6 and 1.7.

13.2 PG&E shall pay Seller for energy at prices equal to PG&E's Short-Run 
Avoided Operating Costs.

13.3 Payment for energy shall be based on the time of delivery. The time 
periods currently in effect are shown in Appendix A. Time period 
definitions may change from time to time as determined by the CPUC.

13.4 PG&E has contracted to purchase the energy associated with the 
Generating Facility of the Nameplate Rating described in Section 
l.l(b) of this Agreement. If Seller installs a Generating Facility 
with a Nameplate Rating greater than that specified in Section 1.1(b) 
of this Agreement, PG&E shall not be required to accept or pay for 
energy associated with the incremental increase in Nameplate Rating 
under this Agreement.

13.5 Energy payments made to Seller pursuant to this Agreement will be 
multiplied by an energy loss adjustment factor, as approved by the 
CPUC. The currently applicable energy

                              31

 32
loss adjustment factors are shown in Appendix B.

14. CAPACITY PURCHASE

14.1 Subject to the terms and conditions of this Agreement, Seller shall 
sell and deliver, at the Point of Delivery, and PG&E shall purchase 
and accept delivery of, at the Point of Delivery, As-Available 
Capacity produced by the Generating Facility, as specified in 
Sections 1.6 and 1.7.

14.2 PG&E shall pay Seller for As-Available Capacity at prices authorized 
from time to time by the CPUC and which are derived from PG&E's 
avoided costs as approved by the CPUC.

14.3 Payment for capacity shall be based on time of delivery. The time 
periods currently in effect are shown in Appendix A. Time period 
definitions may change from time to time as determined by the CPUC.

14.4 PG&E has contracted to purchase the As-Available Capacity associated 
with the Generating Facility of the Nameplate Rating described in 
Section 1.1(b) of this Agreement. If Seller installs a Generating 
Facility with a Nameplate Rating greater than that specified in 
Section 1.1(b) of this Agreement, PG&E shall not be required to 
accept or pay for As-Available Capacity associated with the 
incremental increase in Nameplate Rating under this Agreement.

14.5 As-Available Capacity payments made to Seller pursuant to this 
Agreement will be multiplied by a capacity loss

                               32

 33
adjustment factor, as approved by the CPUC. The currently applicable 
capacity loss adjustment factors are shown in Appendix C.

15.   CURTAILMENT
15.1  Hydro Spill

(a) In anticipation of a period of hydro spill conditions, as defined by 
the CPUC, PG&E may notify Seller that any purchases of energy from 
Seller during such period shall be at hydro savings prices quoted by 
PG&E. If Seller delivers energy to PG&E during any such period, 
Seller shall be paid hydro savings prices for those deliveries in 
lieu of prices which would otherwise be applicable. The hydro savings 
prices shall be calculated by PG&E using the following formula:

        Hydro Savings Price = (AQF-S)/AQF X SOC (> 0 )
   
Where:
AQF = energy for each time period, in kWh, projected
to be available during hydro spill conditions
from all qualifying facilities under agreements
containing hydro savings price provisions;
S = potential energy for each time period, in kWh,
from PG&E hydro facilities which will be

                              33

 34
spilled if all AQF is delivered to PG&E; and SOC = 
Short-Run Avoided Operating Cost 

(b) PG&E shall give Seller notice of general periods when hydro spill 
conditions are anticipated, and shall give Seller as much advance 
notice as practical of any specific hydro spill period and the hydra 
savings price which will be applicable during such period.

15.2 Negative Avoided Costs PG&E shall not be obligated to accept or pay 
for and may require Seller with a Generating Facility with a 
Nameplate Rating of one (1) megawatt or greater to interrupt or 
reduce deliveries of energy and As-Available Capacity during any 
period in which, due to operational circumstances, the acceptance of 
deliveries of power from Seller will result in PG&E system costs 
greater than those which PG&E would incur if it did not accept such 
deliveries, but instead generated an equivalent amount of energy 
itself; provided, however, that PG&E may not require Seller to 
interrupt or reduce deliveries of, or refuse to pay for energy and 
As-Available Capacity solely because PG&E's instantaneous avoided 
cost is lower than the applicable energy price to be paid Seller 
pursuant to this Agreement. As described in CPUC Decision No. 
82-01-103 and Decision No. 82-04-071, and for illustrative purposes 
only, an example of such a period is a period when PG&E would be 
forced to shut down baseload or

                              34

35
intermediate load plants in order to accept deliveries from Seller 
and such baseload or intermediate load plants could not then be 
restarted and brought up to their rated output to meet the next day's 
peak load and PG&E would be required to utilize costly or less 
efficient generation with faster start-up or make an expensive 
emergency purchase of capacity to meet the demand that could have 
been met by the baseload or intermediate load plants but for such 
purchases from Seller, even if such purchases from Seller were at a 
price of zero (0). Whenever possible, PG&E shall give Seller 
reasonable notice of the possibility that interruption or reduction 
of deliveries may be required.

15.3 Before interrupting or reducing deliveries under Section 15.2, and 
before invoking hydro savings prices under Section 15.1, PG&E shall 
take reasonable steps to make economy sales of surplus energy giving 
rise to the condition. If such economy sales are made while the 
surplus energy condition exists, Seller shall be paid at the economy 
sales price obtained by PG&E in lieu of the otherwise applicable 
prices.

15.4 If Seller is under Operating Option I and Seller elects not to sell 
energy to PG&E at the hydro savings price pursuant to Section 15.1 or 
when PG&E curtails deliveries of energy pursuant to Section 15.2, 
Seller shall not use such energy to meet its electrical needs but 
shall

                              35

 36
continue to purchase all its electrical needs from PG&E. If Seller is 
under Operating Option II, Sections 15.1 or 15.2 shall only apply to 
the excess Generating Facility output being delivered to PG&E, and 
Seller can continue use of that generation it has retained for 
Station Use and any other use by Seller.

16. INTERRUPTION OF DELIVERIES

16.1 PG&E shall not be obligated to accept or pay for and may require 
Seller to interrupt or reduce deliveries of capacity and energy (a) 
when necessary in order to construct, install, maintain, repair, 
replace, remove, investigate, or inspect any of its equipment or any 
part of its system; or (b) if it determines that interruption or 
reduction is necessary because of an Emergency, forced outage, Force 
Majeure, or compliance with Prudent Electrical Practices; provided 
that PG&E shall not interrupt deliveries pursuant to this Section 
solely in order to take advantage, or make purchases, of less 
expensive energy elsewhere.

16.2 Notwithstanding any other provisions of this Agreement, if at any 
time PG&E determines that, (a) continued parallel operation of the 
Generating Facility may endanger PG&E personnel, (b) continued 
parallel operation of the Generating Facility may endanger the PG&E 
Electric System Integrity, or (c) Seller's Protective Apparatus is 
not

                              36

 37
fully in service, PG&E shall have the right to disconnect the 
Generating Facility from PG&E's system. The Generating Facility shall 
remain disconnected until such time as PG&E is satisfied that the 
condition(s) referenced in this Section 16 have been corrected.

16.3 Whenever possible, PG&E shall give Seller reasonable notice of the 
possibility that interruption or reduction of deliveries may be 
required.

17. PAYMENT AND BILLING

17.1 PG&E shall mail to Seller not later than thirty (30) calendar days 
after the end of each monthly billing period (a) a statement showing 
the energy and capacity delivered to PG&E during on-peak, 
partial-peak, off-peak, and super-off-peak periods during the monthly 
billing period, (b) PG&E's computation of the amount due Seller, and 
(c) PG&E's check in payment of said amount.

17.2 PG&E reserves the right to provide Seller's statement concurrently 
with any bill to Seller for electric service provided by PG&E to 
Seller at the location specified in Section 1.1(c) or any bill to 
Seller for any charges under this Agreement owing and unpaid by 
Seller and to apply the value of PG&E's purchase of energy and 
capacity toward such bill(s). Seller shall pay any amount owing for 
electric service provided by PG&E to Seller in

                               37

 38
accordance with applicable tariff schedules. Nothing in this Section 
17.2 shall limit PG&E's rights under applicable tariff schedules.

17.3 In the event adjustments to payments are required as a result of 
inaccurate meters, PG&E shall use the corrected measurements 
described in Section 11.6 to recompute the amount due from PG&E to 
Seller for the capacity and energy delivered under this Agreement 
during the period of inaccuracy. Any refund due and payable to PG&E 
resulting from inaccurate metering shall be made within thirty (30) 
calendar days of written notification to Seller by PG&E of the amount 
due. Any additional payment to Seller resulting from inaccurate 
metering shall be made within thirty (30) calendar days of PG&E's 
recomputation of the amount due from PG&E to Seller.

17.4 Monthly charges associated with Interconnection Facilities shall be 
billed pursuant to the agreement for Special Facilities and 
applicable tariffs.

18. INDEMNITY AND LIABILITY

18.1 Each Party as indemnitor shall defend, save harmless and indemnify 
the other Party and the directors, officers, employees, and agents of 
such Party against and from any and all loss, liability, damage, 
claim, cost, charge, demand, or expense (including any direct, 
indirect, or consequential loss, liability, damage, claim, cost,

                              38

 39
charge, demand, or expense, including attorneys' fees) for injury or 
death to persons, including employees of either Party, and damage to 
property including property of either Party arising out of or in 
connection with (a) the engineering, design, construction, 
maintenance, repair, operation, supervision, inspection, testing, 
protection or ownership of, or (b) the making of replacements, 
additions, betterments to, or reconstruction of, the indemnitor's 
facilities; provided, however, Seller's duty to indemnify PG&E 
hereunder shall not extend to loss, liability, damage, claim, cost, 
charge, demand, or expense resulting from interruptions in electrical 
service to PG&E's customers other than Seller or electric customers 
of Seller. This indemnity shall apply notwithstanding the active or 
passive negligence of the indemnitee. However, neither Party shall be 
indemnified hereunder for its loss, liability, damage, claim, cost, 
charge, demand or expense resulting from its sole negligence or 
willful misconduct.

18.2 Notwithstanding the indemnity of Section 18.1 and except for a Party's 
willful misconduct or sole negligence, each Party shall be 
responsible for damage to its facilities resulting from electrical 
disturbances or faults.

18.3 Seller releases and shall defend, save harmless and indemnify PG&E 
from any and all loss, liability, damage, claim, cost, charge, demand 
or expense arising out of or

                              39

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in connection with any representation made by Seller inconsistent 
with Section 9.1. 

18.4 The provisions of this Section 18 shall not be construed to 
relieve any insurer of its obligations to pay any insurance claims in 
accordance with the provisions of any valid insurance policy.

18.5 Except as otherwise provided in Section 18.1, neither Party shall be 
liable to the other Party for consequential damages incurred by that 
Party.

18.6 If Seller fails to comply with the provisions of Section 19, Seller 
shall, at its own cost, defend, save harmless and indemnify PG&E, its 
directors, officers, employees, and agents, assignees, and successors 
in interest from and against any and all loss, liability, damage, 
claim, cost, charge, demand, or expense of any kind or nature 
(including any direct, indirect, or consequential loss, damage, 
claim, cost, charge, demand, or expense, including attorneys' fees 
and other costs of litigation), resulting from injury or death to any 
person or damage to any property, including the personnel or property 
of PG&E, to the extent that PG&E would have been protected had Seller 
complied with all of the provisions of Section 19. The inclusion of 
this Section 18.6 is not intended to create any express or implied 
right in Seller to elect not to provide the insurance required under 
Section 19.

                              40

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19. INSURANCE

19.1 In connection with the Generating Facility, associated land, land 
rights, and interests in land, and with Seller's performance of and 
obligations under this Agreement, Seller shall maintain, during the 
term of the Agreement, General Liability Insurance with a combined 
single limit of not less than: (a) one million dollars ($1,000,000) 
for each occurrence if the Generating Facility is over one hundred 
(100) kW; (b) five hundred thousand dollars ($500,000) for each 
occurrence if the Generating Facility is over twenty (20) kW and less 
than or equal to one hundred (100) kW; and (c) one hundred thousand 
dollars ($100,000) for each occurrence if the Generating Facility is 
twenty (20) kW or less. Such General Liability Insurance shall 
include coverage for Premises-Operations, Owners and Contractors 
Protective, Products/Completed Operations Hazard, Explosion, 
Collapse, Underground, Contractual Liability, and Broad Form Property 
Damage including Completed Operations.

19.2 The General Liability Insurance required in section 19.1 shall, by 
endorsement to the policy or policies, (a) include PG&E as an 
additional insured; (b) contain a severability of interest clause or 
cross-liability clause; (c) provide that PG&E shall not by reason of 
its inclusion as an additional insured incur liability to the 
insurance carrier for payment of premium for such insurance; and (d)

                              41

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provide for thirty (30) calendar days written notice to PG&E prior to 
cancellation, termination, alternation, or material change of such 
insurance.

19.3 If the requirement of Section 19.2(a) prevents Seller from obtaining 
the insurance required in Section 19.1, then upon written 
notification by Seller to PG&E, Section 19.2(a) shall be waived.

19.4 Evidence of the insurance required in Section 19.1 shall state that 
coverage provided is primary and is not in excess to or contributing 
with any insurance or self-insurance maintained by PG&E.

19.5 PG&E shall have the right to inspect or obtain a copy of the original 
policy or policies of insurance.

19.6 Seller shall furnish the required certificates and endorsements to 
PG&E prior to Initial Operation.

19.7 A Seller who is a self-insured governmental agency with an established 
record of self-insurance may comply with the following in lieu of 
Sections 19.1 through 19.6: (a) Seller shall provide to PG&E at least 
thirty (30) calendar days prior to the date of Initial Operation 
evidence of an acceptable plan to self-insure to a level of coverage 
equivalent to that required under Section 19.1. (b) If Seller ceases 
to self-insure to the level required hereunder, or if the Seller is 
unable to provide continuing evidence of Seller's ability to self

                              42

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insure, Seller shall immediately obtain the coverage required under 
Section 19.1.

19.8 All insurance certificates, statements of self insurance, 
endorsements, cancellations, terminations, alterations, and material 
changes of such insurance shall be issued and submitted to the 
following:

             Pacific Gas and Electric Company
             Manager - Power Contracts
             77 Beale Street, Mail Code: B23C
             P.O. Box 770000
             San Francisco, CA 94177

20.         FORCE MAJEURE

20.1 If either Party because of Force Majeure is unable to
perform its obligations under this Agreement, that Party
shall be excused from whatever performance is affected by
the Force Majeure to the extent so affected, except as to
obligations to pay money, provided that:

(a) The non-performing Party, within two weeks after the
commencement of the Force Majeure, gives the other
Party written notice describing the particulars of
the occurrence.

(b) The suspension of performance is of no greater scope
and of no longer duration than is required by the
Force Majeure.

(c) The non-performing Party uses its best efforts to
remedy its inability to perform.

20.2 When the non-performing Party is able to resume

                              43

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performance of its obligations under this Agreement, that Party shall 
give the other Party written notice to that effect.

20.3 This Section 20 shall not require the settlement of any strike, 
walkout, lockout or other labor dispute on terms  which, in the sole 
judgment of the Party involved in the dispute, are contrary to its 
interest. It is understood and agreed that the settlement of strikes, 
walkouts, lockouts or other labor disputes shall be at the sole 
discretion of the Party having the difficulty.

20.4 In the event a Party is unable to perform due to legislative, 
judicial, or regulatory agency action, this Agreement shall be 
renegotiated to comply with the legal change which caused the 
non-performance.

// 
//
//
21. REVIEW OF RECORDS AND DATA Each Party, after giving written 
notice to the other Party, shall have the right to review and obtain 
copies of metering records and operations and maintenance logs of the 
Generating Facility.

                              44

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22. ASSIGNMENT Neither Party shall voluntarily assign its rights nor 
delegate its duties under this Agreement without the written consent 
of the other Party, except in connection with the sale or merger of a 
substantial portion of its properties. Any such assignment or 
delegation made without such written consent shall be null and void. 
Consent for assignment shall not be withheld unreasonably.

23. ABANDONMENT
23.1 If, in any six (6) month period, Seller fails to deliver to PG&E 
at least the number of kilowatt-hours derived from the product of 
four-hundred and thirty-eight (438) hours
times the Nameplate Rating, less any capacity dedicated other use as 
specified in Sections 1.6 and 1.10, times the appropriate effective 
capacity conversion factor listed in Appendix G. 
Seller shall provide to PG&E all of the following:

(a) a written description of the reasons for Seller's low level of 
performance;
(b) a summary of the action Seller is taking to improve its 
performance; and
(c) a schedule for increasing seller's deliveries.
23.2 In any fifteen (15) month period, Seller shall deliver to PG&E 
not less than the number of kilowatt hours derived

                              45

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from the product of one thousand and ninety-five (1,095) hours times 
the Nameplate Rating (less any capacity dedicated to other use as 
specified in sections 1.6 and l.l0) times the appropriate effective 
capacity conversion factor listed in Appendix G. If for any reason, 
Seller fails to deliver this minimum amount, PG&E may terminate this 
Agreement on written notice.

24. NON-DEDICATION 

No undertaking by one Party to the other under any provision of this 
Agreement shall constitute the dedication of that Party's system or 
any portion thereof to the other Party or to the public or affect the 
status of PG&E as an independent public utility corporation or Seller 
as an independent individual or entity and not a public utility.

25. NON-WAIVER 

None of the provisions of the Agreement shall be considered waived by 
either Party except when such waiver is given in writing. The failure 
of any Party at any time or times to enforce any right or obligation 
with respect to any matter arising in connection with this Agreement 
shall not constitute a waiver as to future enforcement of that right 
or obligation or any right or obligation of this Agreement.

                              46

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26. SECTION HEADINGS 
    Section headings appearing in this Agreement are inserted for 
convenience only and shall not be construed as interpretations of 
text.

27. GOVERNING LAW This Agreement shall be interpreted, governed, and 
construed under the laws of the State of California as if executed 
and to be performed wholly within the State of California.

28. AMENDMENT, MODIFICATION OR WAIVER 
    Any amendments or modifications to this Agreement shall be in 
writing and agreed to by both Parties. The failure of any Party at 
any time or times to require performance of any provision hereof 
shall in no manner affect the right at a later time to enforce the 
same. No waiver by any Party of the breach of any term or covenant 
contained in this Agreement, whether by conduct or otherwise, shall 
be deemed to be construed as a further or continuing waiver of any 
such breach or a waiver of the breach of any other term or covenant 
unless such waiver is in writing.

29. SEVERAL OBLIGATIONS 
    Except where specifically stated in this Agreement to be otherwise, 
the duties, obligations, and liabilities of the

                              47

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Parties are intended to be several and not joint or collective. 
Nothing contained in this Agreement shall be construed to create an 
association, trust, partnership, or joint venture or impose a trust 
or partnership duty, obligation, or liability on or with regard to 
either Party. Each Party shall be liable individually and severally 
for its own obligations under this Agreement.

30. SIGNATURES 
    IN WITNESS WHEREOF, the Parties hereto have caused two originals 
of this Agreement to be executed by their duly authorized 
representatives. This Agreement is effective as of January 16. 1997.

BERRY PETROLEUM COMPANY
By  Jerry V. Hoffman

Title President and Chief Executive Officer
January 21, 1997

PACIFIC GAS AND ELECTRIC COMPANY
By   E. J. Malias
Title  Vice President and General Manager
February 4, 1997

                              48

 APPENDIX A1

                       TABLE Al - TIME PERIODS

                     Monday            Saturdays,
                    Through            Sundays,
                    Friday2           and Holidays
Seasonal Period A
(May 1 - October 31)
Peak                     Noon               None
                      to
                      6:00 p.m.

Partial-Peak          8:30 a.m.          None
                      to noon

                      6:00 p.m.
                      to
                      9:30 p.m.

Off-Peak              9:30 p.m.
                      to
                      1:00 a.m.

                      5:00 a.m.         5:00 a.m.
                      to                to
                      8:30 a.m.         1:00 a.m.

Super Off-Peak        1:00 a.m.         1:00 a.m.
                      to                to
                      5:00 a.m.         5:00 a.m.

Seasonal Period B
(November 1 - April 30)
Partial Peak          8:30 a.m.         None
                      to
                      9:30 p.m.

Off-Peak              9:30 p.m.
                      to
                      1:00 a.m.

                      5:00 a.m.         5:00 a.m.
                      to                to
                      8:30 a.m.         1:00 a.m.

Super Off-Peak        1:00 a.m.         1:00 a.m.
                      to                to
                      5:00 a.m.         5:00 a.m.

This table is subject to change to accord with the peak, 
partial-peak, off-peak, and super off-peak periods as defined by CPUC 
decision.

Except for the following holidays: New Years Day, Washington's 
Birthday, Memorial Day, Independence Day, Labor Day, Veterans Day, 
Thanksgiving Day, and Christmas Day, as specified in Public Law 
90-363 (5 U.S.C.A. Section 6103(a)).

A-1

 APPENDIX B

                             Table B
                Energy Loss Adjustment Factors (1)

                             Primary          Secondary                    
            Transmission   Distribution      Distribution

Seasonal Period A
(May 1 through
October 31)
On-Peak          1.0           1.0               1.0148
Partial-Peak     1.0           1.0               1.0131
Off-Peak         1.0           1.0               1.0093
Super Off-Peak   1.0           1.0               1.0093

Seasonal Period B
(November 1 through
April 30)
On-Peak          N/A           N/A                N/A
Partial-Peak     1.0           1.0               1.0119
Off-Peak         1.0           1.0               1.0087
Super Off-Peak   1.0           1.0               1.0087

1. The applicable energy loss adjustment factors may be revised 
pursuant to orders of the CPUC .

B-1

 APPENDIX C
Table C

Capacity Loss Adjustment Factors
For Non-Remote Facilities

Voltage Level                  Loss Adjustment Factor

Transmission                         0.989
Primary Distribution                 0.991
Secondary Distribution               0.991

If the Generating Facility is remote, the capacity loss adjustment
factor is: (2)

1) The capacity loss adjustment factor non-remote Generating 
Facilities are subject to change pursuant to orders of the CPUC.

2) The capacity loss adjustment factors for remote Generating 
Facilities are determined individually.

C - 1

 APPENDIX D 
APPENDIX D
             PACIFIC GAS AND ELECTRIC COMPANY'S
                      ELECTRIC RULE 21

 D1
Pacific Gas and Electric Company 
San Francisco, Califomia

Revised Cal. P.U.C. Sheet No.   11410-E
        Cancelling Revised Cal. P.U.C. Sheet No.        9737-E

        RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

This describes the minimum operation, metering and interconnection 
requirements for any generating source or sources paralleled with 
PG&E's electric system. Such source or sources may include, but are 
not limited to, hydroelectric generators, wind-turbine generators, 
steam or gas-driven turbine generators and photovoltaic systems.

  A. GENERAL

1. The type of interconnection and voltage available at any location and 
PG&E's specific interconnection requirements shall be determined by 
inquiry at PG&E's local office.

2. The Power Producer (Producer) will normally connect to PG&E's    
facilities at or above the minimum nominal voltage indicated in the 
table below.

Net Generator Output             Minimum Nominal Voltage
      (MVA)                               (kv)

0 to less than 12                         None
12 to less than 30                       60, 70
30 to less than 90                         115
90 to less than 250                        230
greater than 250        To be determined on a case-by-case basis

PG&E shall determine where the Producer may connect to its system. 
Any deviation from this table shall be at the sole discretion of 
PG&E.

3. The Producer shall ascertain and be responsible for compliance    
with the requirements of all governmental authorities having 
jurisdiction.

 D2
           RULE 21- NONUTILITY-OWNED PARALLEL GENERATION
           (Continued)

Advice letter No. 1310-E Decision No.

Issued by
Gordon R. Smith/
Vice President and
Chief Financial Officer

        Date Filed      July 31, 1990

Effective September 9, 1990
Resolution No.

9/15/95

 B2

           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

GENERAL (Cont'd.)

4. The Producer shall sign PG&E's written form of power purchase 
agreement or parallel operation agreement and a "Standard Operating 
Agreement for Facilities 40 kw and Larger" before connecting or 
operating a generating source in parallel with PG&E's system.

5. The Producer shall be fully responsible for the costs of 
designing, installing, owning, operating and maintaining all 
interconnection facilities defined in Section B.1.

6. The Producer shall submit to PG&E, for PG&E's review and written 
acceptance, equipment specifications and detailed plans for the 
installation of all interconnection facilities to be furnished by the 
Producer prior to their purchase or installation. PG&E's review and 
written acceptance of the Producer's equipment specifications and 
detailed plans shall not be construed as confirming or endorsing the 
Producer's design or as warranting the equipment's safety, durability 
or reliability. PG&E shall not, by reason of such review or lack of 
review, be responsible for strength, details of design adequacy, or 
capacity of equipment built pursuant to such specifications, nor 
shall PG&E's acceptance be deemed an endorsement of any such 
equipment.

7. No generating source shall be operated in parallel with PG&E's 
system until the interconnection facilities have been inspected by 
PG&E and PG&E has provided written approval to the Producer.

8. Only duly authorized employees of PG&E are allowed to connect 
Producer-installed interconnection facilities to, or disconnect the 
same from, PG&E's facilities.

(Continued)

 B3
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

B. INTERCONNECTION FACILITIES

1. GENERAL

Interconnection facilities are all means required, and apparatus 
installed, to interconnect the Producer's generation with PG&E's 
system. Where the Producer desires to sell power to PG&E, 
interconnection facilities are also all means required, and apparatus 
installed, to enable PG&E to receive power deliveries from the 
Producer. Interconnection facilities may include, but are not limited 
to:

a. connection, transformation, switching, metering, communications, 
control, protective and safety equipment; and

b. any necessary additions to and reinforcements of PG&E's system by 
PG&E. Interconnection facilities shall be categorized as either:

   1) Producer-Specific Facilities -- those interconnection facilities 
that have a direct benefit only to the Producer(s).

   2) Multipurpose Facilities -- those interconnection facilities that 
have a direct benefit to PG&E's system as well as the Producer(s).

2. CONTROL, PROTECTION AND SAFETY EQUIPMENT

a. GENERAL: PG&E has established functional requirements essential for 
safe and reliable parallel operation of the Producer's generation. 
These requirements provide for control, protective and safety 
equipment to:

 B4

           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

INTERCONNECTION FACILITIES (Cont'd.)

CONTROL, PROTECTION AND SAFETY EQUIPMENT (Cont'd.)

a. GENERAL (Cont'd.)

1) sense and properly react to failure and malfunction on PG&E's system;

2) assist PG&E in maintaining its system integrity and reliability; and

3) protect the safety of the public and PG&E's personnel.

b. Listed below are the various devices and features generally required 
by PG&E as a prerequisite to parallel operation of the Producer's 
generation:

 B5

           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

B. INTERCONNECTION FACILITIES (Cont'd.)

2. CONTROL, PROTECTION AND SAFETY EQUIPMENT (Cont'd.)
          b. (Cont'd.)

GENERATOR SIZE
Device        10 kW or  11 kW to  41 kW to  101 kW to 401 kW to  Over
or Feature    Less       40 kw     100 kW    400 kW   1.000 kW  1.000kW 

Dedicated        -          X          X         X        X        X
Transformer2
      
Interconnection  X          X          X         X        X        X
 Disconnect
 Device

Generator        X          X          X         X        X        X
 Circuit
 Breaker

Over-voltage     X          X          X         X        X        X
 Protection

Under-voltage    -          -          X         X        X        X 
 Protection

Under/Over       X          X          X         X         X       X
 Frequency
 Protection

Ground Fault     -          -          X         X         X       X 
Protection

Over-current     -          -          -         -         X       X
 Relay w/Voltage
 Restraint

Synchro-
nizing3       Manual     Manual     Manual     Manual  Manual Automatic

Power Factor     -          -          X         X         X       X
 or Voltage 
 Regulation
 Equipment

Fault                                            X         X       X   
 Interrupting
 Device 4

1. Detailed requirements are specified in PG&E's current operating, 
metering and equipment protection publications, as revised from time 
to time by PG&E and available to the Producer upon request. For a 
particular generator application, PG&E will furnish its specific 
control, protective and safety requirements to the Producer after the 
exact location of the generator has been agreed upon and the 
interconnection voltage level has been established.

(Continued)

 B6
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

INTERCONNECTION FACILITIES (Cont'd.)

CONTROL, PROTECTION AND SAFETY EQUIPMENT (Cont'd.) 
   b. (Cont'd.)

2. This is a transformer interconnected with no other Producers and 
serving no other Utility customers. Although the dedicated 
transformer is not a requirement for generators rated 10 kW or less, 
its installation is recommended by PG&E.

3. This is a requirement for synchronous and other types of 
generators with stand-alone capability. For all such generators, PG&E 
will also require the installation of "reclose blocking" features on 
its system to block certain operations of PG&E's automatic line 
restoration equipment.

4. To be installed by the Producer at the point where his ownership 
changes with PG&E.

(Continued)

 B7
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

B. INTERCONNECTION FACILITIES (Cont'd.)

2. CONTROL, PROTECTION AND SAFETY EQUIPMENT (Cont'd.)

c. DISCONNECT DEVICE

The Producer shall provide, install, own and maintain the 
interconnection disconnect device required by Section B.2.b at a 
location readily accessible to PG&E. Such device shall normally be 
located near PG&E's meter or meters for sole operation by PG&E. The 
interconnection disconnect device and its precise location shall be 
specified by PG&E. At the Producer's option and request, PG&E will 
provide, install, own and maintain the disconnect device on PG&E's 
system as special facilities in accordance with Section F.

3. METERING

a.  A Producer desiring to sell power to PG&E shall provide, install, 
own and maintain all facilities necessary to accommodate metering 
equipment specified by PG&E. Such metering equipment may include 
meters, telemetering (applicable where deliveries to the utility 
exceed 10 mw) and other recording and data to PG&E. Except as 
provided for in Section B.3.b following, PG&E shall provide, install, 
own and maintain all metering equipment as special facilities in 
accordance with Section F.

b. The Producer may at its option provide, install, own and maintain 
current and potential transformers rated above 600 volts and a 
non-revenue type graphic recorded where applicable. Such metering 
equipment, its installation and maintenance shall all be in 
conformance with PG&E's specifications.

(Continued)

 B8
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

INTERCONNECTION FACILITIES (Cont'd.)

METERING (Cont'd.)

c. If the nameplate rating of the Producer's generating facility is 
greater than one (1) megawatt, PG&E may require Producer to measure 
and register, on a graphic recording device, power in kw and voltage 
in kv at a location within the generating facility agreed to by both 
parties.

d. PG&E's meters shall be equipped with detents to prevent reverse 
registration so that power deliveries to and from the Producer's 
equipment can be separately recorded.

4. UTILITY SYSTEM ADDITIONS AND REINFORCEMENTS

a. Except as provided for in Section B.5, all additions to and 
reinforcements of PG&E's system necessary to interconnect with and 
receive power deliveries from the Producer's generation will be 
provided, installed, owned and maintained by PG&E. All prudent and 
reasonable costs of multipurpose facilities are the responsibility of 
PG&E. Costs of all producer-specific facilities and costs of those 
multipurpose facilities which are not deemed prudent and reasonable 
are the responsibility of the Producer(s) and will be billed as 
special facilities in accordance with Section F.

b. The Producer shall advance to PG&E its estimated costs of performing 
a preliminary or detailed engineering study as may be reasonably 
required to identify and Producer-Related Utility system additions 
and reinforcements. Where the Producer has requested a detailed 
study, PG&E will complete its study within 120 days of receiving all 
necessary plans, specifications and fees from the Producer.

(Continued)

 B9
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

B. INTERCONNECTION FACILITIES (Contid.)

5. PRODUCER-INSTALLED UTILITY-OWNED LINE EXTENSIONS

The Producer may at its option employ a qualified 
contractor/subcontractor (as defined in Rule 1) to provide and 
install an extension of PG&E's distribution or transmission lines 
where required to complete the Producer's interconnection with PG&E. 
Such extension shall be installed in accordance with PG&E's design 
and specifications. The Producer shall pay PG&E PG&E's estimated 
costs of design, administration compliance with PG&E's requirements. 
Upon final inspection and acceptance by PG&E, the Producer shall 
transfer ownership of the line extension and it shall be owned and 
maintained as special facilities in accordance with Section F. This 
provision does not preclude the Producer from installing owning and 
maintaining a distribution or transmission line extension as part of 
its other Producer-owned interconnection facilities.

6. COSTS OF FUTURE UTILITY SYSTEM ALTERATIONS

The Producer shall be responsible for the costs of only those future 
Utility system alterations which are directly related to the 
Producer's presence or necessary to maintain the Producer's 
interconnection in accordance with PG&E's applicable operating, 
metering and equipment publication in effect when the Producer and 
PG&E entered into a written form of power purchase agreement. Such 
alterations may include, but are not limited to, relocation or 
undergrounding of PG&E's distribution or transmission facilities as 
may be ordered by a governmental authority having jurisdiction. 
Alterations made at the Producer's expense shall specifically exclude 
increase of existing line capacity necessary to accommodate other 
Producers or PG&E customers.

(Continued)

 B10
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

INTERCONNECTION FACILITIES (Cont'd.)

ALLOCATION OF PG&E'S EXISTING LINE CAPACITY

a. Producers seeking access to limited transmission and/or distribution 
line capacity for power deliveries shall establish and maintain an 
interconnection priority in accordance with the Qualifying Facilities 
Milestone Procedure (QFMP) as adopted in Commission Decision No. 
85-01-038 in OII 84-04-077 and as modified in subsequent decisions. 
Such priority will be site- and project-specific and may not be 
transferred to other projects or locations. Failure to meet any QFMP 
milestone may result in termination of the power purchase agreement 
and loss of interconnection priority.

b. The following Producers shall be exempt-from-QFMP-compliance
(1) projects of less than 100 kW design capacity;
(2) projects using all power internally; (3) projects with a special 
facilities agreement executed prior to January 16, 1985; (4) 
Producers that sign final Standard Offer 4 contracts; and (a) 
Producers that sign Uniform Standard Offer 1.

c. For a Producer that (1) is not subject to the QFMP, and that (2) 
signs a final Standard Offer 4, entitlement to available capacity on 
PG&E's transmission/distribution system and a priority to such line 
capacity is established as of the date that the Producer's bid is 
determined to be a winner. The Producer thereafter retains its 
priority so long as it does not default in performance of its 
agreement.

d. Producers that sign Uniform Standard Offer 1 establish priority for 
access to available capacity on PG&E's transmission/distribution 
system as of the date the Producer pays the project fee and provides 
information for and pays the cost of the Preliminary Interconnection 
Study or the Interconnection Study in accordance with its power 
purchase agreement.

(Continued)

 B11
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

C. ELECTRIC SERVICE FROM PG&E

If the Producer requires regular, supplemental, interruptible or 
standby service from PG&E, the Producer shall enter into separate 
contractual arrangements with PG&E in accordance with PG&E's 
applicable electric tariffs on file with and authorized by the Public 
Utilities Commission.

D. OPERATION

1. PREPARALLEL INSPECTION

In accordance with Section A.7, PG&E will inspect the Producer's 
interconnection facilities prior to providing it with written 
authorization to commence parallel operation. Such inspection shall 
determine whether or not the Producer has installed certain control, 
protective and safety equipment to PG&E's specifications. Where the 
Producer's generation has a rated output in excess of 100 kW, the 
Producer shall pay PG&E its estimated costs of performing the 
inspection.

2. JURISDICTION OF PG&E'S SYSTEM DISPATCHER

The Producer's generation while operating in parallel with PG&E's 
system is at all times under the jurisdiction of PG&E's system 
dispatcher. The system dispatcher shall normally delegate such 
control to PG&E's designated switching center.

3. COMMUNICATIONS

The Producer shall maintain telephone service from the local 
telephone company to the location of the Producer's generation. In 
the event such location is remote or unattended, telephone service 
shall be provided to the nearest building normally occupied by the 
Producer's generator operator. PG&E and the Producer shall maintain 
operating communications through PG&E's designated switching center.

(Continued)

 B12
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

D. OPERATION (Cont'd.)

4.  GENERATOR LOG

The Producer shall at all times keep and maintain a detailed 
generator operations log. Such log shall include, but not be limited 
to, information on unit availability, maintenance usages, circuit 
breaker trip operations requiring manual reset and unusual events. 
PG&E shall have the right to revise the producer's log.

5.  REPORTING ABNORMAL CONDITIONS

PG&E shall advise the Producer of abnormal conditions which PG&E has 
reason to believe could affect PG&E's operating conditions or 
procedures. The Producer shall keep PG&E similarly informed.

6.  POWER FACTOR

The Producer shall furnish reactive power as may be reasonably 
required by PG&E.

a. PG&E will specify that generators with power factor control 
capability, including synchronous generators, be capable of operating 
continuously at any power factor between 95 percent leading 
(absorbing vars) and 90 percent lagging (producing vars) at any 
voltage level within +- 5.0 percent of rated voltage. For other types 
of generators with no inherent power factor control capability, PG&E 
reserves the right to specify the installation of capacitors by the 
Producer to correct generator output to near 95 percent leading power 
factor. PG&E may also require the installation of switched capacitors 
on its system to produce the amount of reactive support equivalent to 
that provided by operating a synchronous generator of the same size.

  1) Detailed requirements are specified in PG&E's current operating, 
metering equipment protection publications, as revised from time to 
time by PG&E and available to the Producer upon request. For a 
particular generator application, PG&E will furnish its specific 
control, protective and safety requirements to the Producer after the 
exact location of the generator has been agreed upon and the 
interconnection voltage level has been established.

(Continued)

 B13
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION
           (Continued)

D. OPERATION (Cont'd.)

6. POWER FACTOR (Cont'd.)

b. Where either the Producer or PG&E determines that it is not practical 
for the Producer to furnish PG&E's required level of reactive power 
or when PG&E specifies switched capacitors in its system pursuant to 
Section D.6.a, PG&E will provide, install, own and maintain the 
necessary devices on its system in accordance with Section F.

E. INTERFERENCE WITH SERVICE AND COMMUNICATION FACILITIES

1. GENERAL

PG&E reserves the right to refuse to connect to any new equipment or 
to remain connected to any existing equipment of a size or character 
that may be detrimental to PG&E's operations or service to its 
customers.

2. The Producer shall not operate equipment that superimposes upon 
PG&E's system a voltage or current which causes interference with 
PG&E's operations, service to PG&E's customers or interference to 
communication facilities. If the Producer causes service interference 
to others, the Producer must diligently pursue and take corrective 
action at the Producer's expense after being given notice and 
reasonable time to do so by PG&E. If the Producer does not take 
timely corrective action, or continues to operate the equipment 
causing the interference without restriction or limit, PG&E may, 
without liability, disconnect the Producer's equipment from PG&E's 
system until a suitable permanent solution provided by the Producer 
is operational at the Producer's expense.

(Continued)

 B14
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

F. SPECIAL FACILITIES

1. Where the Producer requests PG&E to furnish interconnection facilities or 
where it is necessary to make additions to or reinforcements of PG&E's 
system and PG&E agrees to do so, such facilities shall be deemed to be 
special facilities and the costs thereof shall be borne by the Producer, in 
accordance with Section B.4.a and B.4.b, including such continuing ownership 
costs as may be applicable.

2. Special facilities are: (a) those facilities installed at the Producer's 
request which PG&E does not normally furnish under its tariff schedule, or 
(b) a prorata portion of existing facilities requested by the Producer, 
allocated for the sole use of such Producer, which would not normally be 
allocated for such sole use. Unless otherwise provided by PG&E's filed 
tariff schedules, special facilities will be installed, owned and maintained 
or allocated by PG&E as an accommodation to the Producer only if acceptable 
for operation by PG&E and the reliability of service to PG&E's customers is 
not impaired.

3. Special Facilities will be furnished under the terms and conditions of 
PG&E's "Agreement for Installation or Allocation of Special Facilities for 
Parallel Operation of Nonutility-owned Generation and/or Electrical Standby 
Service" (Form 79-280), and its Appendix A, "Detail of Special Facilities 
Charges" (Form 79-702). Prior to the Producer signing such an agreement, 
PG&E shall provide the Producer with a breakdown of special facilities costs 
in a form having detail sufficient for the information to be reasonably 
understood by the Producer. The special facilities agreement will include, 
but is not limited to, a binding quotation of charges to the Producer and 
the following general terms and conditions:

(Continued)

 B15
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

F. SPECIAL FACILITIES (Cont'd.)

3. (Cont'd.)

a. Where facilities are installed by PG&E for the Producer's use as 
special facilities, the Producer shall advance to PG&E its estimated 
installed cost of the special facilities. The amount advanced is 
subject to the monthly ownership charge applicable to 
customer-financed special facilities as set forth in Section 1 of 
PG&E's Rule 2.

b. At the Producer's option, and where such Producer's generation is a 
qualifying facility and the Producer has established credit worthiness 
to PG&E's satisfaction, PG&E shall finance those special facilities it 
deems to be removable and reusable equipment. Such equipment shall 
include, but not be limited to, transformation, disconnection and 
metering equipment.

c. Existing facilities allocated for the Producer's use as special 
facilities and removable and reusable equipment financed by PG&E in 
accordance with Section F.3.b are subject to the monthly ownership 
charge applicable to Utility-financed special facilities as set forth 
in Section 1 of Rule 2.

d. Where the Producer elects to install and deed to PG&E an extension of 
PG&E's distribution or transmission lines for use as special 
facilities in accordance with Section B.5, PG&E's estimate of the 
installed cost of such extension shall be subject to the monthly 
ownership charge applicable to customer-financed special facilities as 
set forth in Section 1 of Rule 2.

  1) A qualifying facility is one which meets the requirements 
established by the Federal Energy Regulatory Commission's rules (18 
Code of Federal Regulations 292) implementing the Public Utility 
Regulatory Policies Act of 1978 (16 U.S.C.A. 796, et seq.).

(Continued)

 B16
           RULE 21--NONUTILITY-OWNED PARALLEL GENERATION

           (Continued)

F. SPECIAL FACILITIES (Cont'd.)

4. Where payment or collection of continuing monthly ownership charges is 
not practicable, the Producer shall be required to make an equivalent 
one-time payment in lieu of such monthly charges.

5. Costs of special facilities borne by the Producer may be subject to 
downward adjustment when such special facilities are used to furnish 
permanent service to a customer of PG&E. This adjustment will be based 
upon the extension allowance or other such customer allowance which PG&E 
would have utilized under its then applicable tariffs if the special 
facilities did not otherwise exist. In no event shall such adjustment 
exceed the original installed cost of that portion of the special 
facilities used to serve a new customer. An adjustment, where applicable, 
will consist of a refund applied to the Producer's initial payment for 
special facilities and/or a corresponding reduction of the ownership 
charge.

G. EXCEPTIONAL CASES

Where the application of this rule appears impractical or unjust, either 
PG&E or the Producer may refer the matter to the Public Utilities 
Commission for special rulings. The test for approving variations from 
this rule will be proof of indifference to PG&E's ratepayers. The burden 
of proof will fall to the party requesting the variance.

H. INCORPORATION INTO POWER PURCHASE AGREEMENTS

Pursuant to Decision No. 83-10-093, if in accordance with Section A.4 
the Producer enters into a written form of power purchase agreement 
with Utility, a copy of the Rule 21 in effect on the date of execution 
will be appended to, and incorporated by reference into, such power 
purchase agreement. The rule appended to such power purchase agreement 
shall then be applicable for the term of the Producer's power purchase 
agreement with PG&E. Subsequent revisions to this rule will not be 
incorporated into the rule appended to such power purchase agreement.

 APPENDIX E
        APPENDIX E
[OMITTED]

 APPENDIX F
APPENDIX F
SITE LOCATION METES AND BOUNDS DESCRIPTION

(including fax transmittal cover sheet from Berry Petroleum)

                        BERRY PETROLEUM COMPANY
        
                        Corporate Development
                        (805)769-8000 

Number Of Pages (including this cover):

January 14, 1997
8:00 AM (PST)

Pacific Gas and Electric Company
Attn.: Tom Bantz, Power Contracts
(415) 973 9012 fax
(415) 973-5601-voice

Mike Starzer
Vice President, Corporate Development

 F2
SITE LOCATION METES AND BOUNDS DESCRIPTION

"All that portion of Section 28, T.12N., R.24W., S.B.B.&M, in the 
County of Kern, State of California, more particularly described as 
follows:

"Commencing at the S.W. corner of Section 31, T.32S., R.24E., 
M.D.B.&M.: thence S 89 degrees 12' 37" E, 497.89 feet; thence N 83 
degrees 47' 58" E, 173.34 feet; thence S 89 degrees 07' 14" E, 20.00 
feet; thence N 00 degrees 52' 46" E, 10.00 feet to the true point of 
beginning; thence N 86 degrees 52' 46" E, 330.00 feet; thence S 15 
degrees 55' 30" W. 189.52 feet; thence N 89 degrees 07' 14" W. 280.00 
feet; thence N 00 degrees 52' 46" E, 160.00 feet to the true point of 
beginning and containing 1.19 acres. "

P. 02

 APPENDIX G
TABLE G

    Effective Capacity Conversion Factors

Technology           Conversion Factors
Biomass                      0.40
Cogeneration                 0.40
Geothermal                   0.25
Hydroelectric                0.29
Solar                        0.24
Wind                         0.15

G-1

 APPENDIX H
                      APPENDIX H

                POINT OF DELIVERY SKETCH

(NOT REPRODUCED)

 211

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF 
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS 
CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D 
PROMULGATED PURSUANT THERETO, NOR HAVE THE SECURITIES BEEN 
QUALIFIED IN ANY STATE IN RELIANCE UPON EXEMPTIONS FROM 
QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.  
ACCORDINGLY, THE SECURITIES RECEIVED HEREBY MAY NOT BE RESOLD OR 
TRANSFERRED BY A SHAREHOLDER UNLESS THEY ARE SUBSEQUENTLY 
REGISTERED UNDER FEDERAL AND APPLICABLE STATE SECURITIES LAWS OR 
UNLESS EXEMPTIONS FROM REGISTRATION AND QUALIFICATION ARE 
AVAILABLE.

                        WARRANT CERTIFICATE

        For Purchase of Shares of Class A Common Stock

                                of

                        BERRY PETROLEUM COMPANY

                        November 14, 1996

        THIS CERTIFIES THAT, for value received, TANNEHILL OIL COMPANY, a 
California general partnership ("Warrant Holder"), is entitled, subject to
the terms and conditions hereinafter set forth, to purchase from BERRY 
PETROLEUM COMPANY, a Delaware corporation (the "Company"), one hundred 
thousand (100,000) fully paid and nonassessable shares (which number is
hereinafter sometimes referred to as the "Initial Exercise Number") of Class A 
Common Stock, par value $.01 per share, of the Company (the "Common Stock"), 
upon presentation and surrender of this Warrant Certificate, together with a 
completed and executed Election to Purchase in the form attached hereto, at 
any time during the Exercise Period (as hereinafter defined), at the principal
office of the Company and upon payment therefore to the Company of the 
purchase price by wire transfer, cash or certified check, in lawful money of
the United States of America.  The Initial Exercise Number shall be subject 
to adjustment as hereinafter set forth.

        This Warrant ("Warrant") is issued to the Warrant Holder in partial 
consideration for the transactions set forth in the Purchase and Sale
Agreement (the "Agreement"), dated as of November 14, 1996, by and between
the Company, the Warrant Holder and the individual partners of the Warrant
Holder.

        In certain contingencies provided for below, the number of shares of 
Common Stock subject to purchase hereunder or the purchase price thereof are
subject to adjustment, but the

 2
shares of Common Stock of the Company subject to purchase hereunder are the 
shares of such stock of the Company as they may exist on the date of the 
exercise of this Warrant, whether or not the rights or interests represented
by such shares are equivalent to the rights or interests represented by the 
shares of Common Stock of the Company authorized as of the date hereof.

        This Warrant is subject to the following terms and conditions:

        1. Exercise of Warrant.  The purchase rights represented by this Warrant
are exercisable at the option of the holder hereof, in whole at any time, or
in part from time to time (but not as to a fractional share of Common Stock)
during the Exercise Period (as defined below).  In the case of the purchase 
of less than all the shares purchasable under this Warrant, the Company 
shall cancel this Warrant upon the surrender hereof and shall execute and 
deliver a new Warrant of like tenor for the balance of the shares purchasable
hereunder.  The term "Exercise Period" shall mean and refer to the period 
commencing on the date hereof and ending on November 8, 2003.

        2. Price.  The purchase price for each share of Common Stock purchasable
pursuant to the exercise of this Warrant (the "Exercise Price") shall be 
equal to the Market Value (as defined below), plus two dollars ($2.00) per 
share in funds of the United States of America (or shall be such other amount
per share if and as adjusted as provided in Section 3 below).  The term 
"Market Value" shall mean the average closing price per share of Class A 
Common Stock traded on the New York Stock Exchange for the twenty (20) trading
days prior to the trading day before the closing of the transactions 
contemplated by the Agreement (the "Closing").  For example, assuming the 
respective closing prices of the Class A Common Stock for the twenty (20) 
trading days prior to Closing are as follows:

                10/15           $11-1/2                 10/3            $11
                10/14           $11-1/2         10/2            $11-1/2
                10/11           $11-3/4                 10/1            $11-3/4
                10/10           $11-3/4         9/30            $12
                10/9            $11-1/2         9/27            $12
                10/8            $11                             9/26            $11-3/4
                10/7            $11-1/4         9/25            $11-1/2
                10/6            $11                             9/24            $11-1/2
                10/5            $11-3/4         9/23            $11-1/4
                10/4            $11-1/2                 9/22            $11-1/4

the aggregate total of the closing prices is 230 and the average closing
price per share is equal to 11.5 (i.e., 230 / 20).  Pursuant to the above 
calculation and utilizing November 13, 1996, as the last trading day before 
the closing of the transaction contemplated herein, the Exercise Price per 
share shall be $14.06.

 3
        3.      Adjustments to Exercise Price and Number of Shares.

                3.1     The Exercise Price and number of shares of Common Stock purchasable 
pursuant to the exercise of this Warrant shall be subject to adjustment from 
time to time as follows:

                        a. Adjustment for Combinations or Consolidations of Common Stock.
In the event the Company, at any time after the date hereof (hereinafter 
referred to as the "Original Issue Date"), effects a subdivision or 
combination of its outstanding Common Stock into a greater or lesser number
of shares, then and in each such event, the Exercise Price and the number of
shares of Common Stock purchasable pursuant to the exercise of this Warrant 
shall be decreased or increased, respectively, proportionately.

                        b. Adjustment for Certain Dividends and Distributions.  In the 
event the Company at any time after the Original Issue Date shall make or 
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in additional 
shares of Common Stock, then and in each such event the maximum number of 
shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment to such number) of 
Common Stock issuable in payment of such dividend or distribution shall be 
deemed to be issued and outstanding as of the time of such issuance or, in 
the event such a record date shall have been fixed, as of the close of 
business on such record date.  In each such event, the Exercise Price shall
be decreased as of the time of such issuance or, in the event such a record
date shall have been fixed, as of the close of business on such record date,
by multiplying the Exercise Price by a fraction,

                (1) the numerator of which shall be the total number of shares of Common
Stock issued and outstanding or deemed to be issued and outstanding immediately
prior to the time of such issuance or the close of business on such record 
date; and 

                (2) the denominator of which shall be the total number of shares of 
Common Stock issued and outstanding or deemed to be issued and outstanding
immediately prior to the time of such issuance or the close of business on 
such record date plus the number of shares of Common Stock issuable in 
payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such 
dividend not fully paid or if such distribution is not fully made on the date
fixed therefor, the Exercise Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Exercise Price shall
be adjusted pursuant to paragraph 3.1(b) as of the time of actual payment of
such dividends or distribution.

                        c. Adjustments for Reclassifications and for Other Dividends and 
Distributions.  In the event the Company at any time after the Original Issue
Date shall effect a reclassification of its Common Stock (other than one 
resulting in the issuance of additional shares of Common Stock) or shall make
or issue, or fix a record date for the determination of 

 4
holders of Common Stock entitled to receive, a dividend or other distribution
to its stockholders payable in securities of the Company other than shares of
Common Stock, then and in each such event provision shall be made so that the
holder of this Warrant shall receive, upon exercise thereof, the securities 
of the Company which such holder would have received had this Warrant been 
exercised and the Common Stock issuable on exercise been received on the date
of such event.

                3.2 Upon any adjustment of the Exercise Price and of the number of 
shares of Common Stock and, if applicable, other securities and property 
issuable upon exercise of this Warrant, pursuant to this Section 3, the 
Company, within twenty (20) days thereafter, shall cause to be prepared a 
certificate of the Chief Financial Officer of the Company setting forth the 
Exercise Price after such adjustment and setting forth in reasonable detail 
the method of calculation used.

                3.3 In case:

                        a. The Company shall authorize the issuance to all holders of 
Common Stock of rights or warrants to subscribe for or purchase capital stock
of the Company or of any other subscription rights or warrants; or

                        b. the Company shall authorize the distribution to all holders of 
Common Stock of evidences of its indebtedness or assets (other than cash 
dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends payable in Common Stock); or

                        c. of any consolidation or merger to which the Company is a party 
and for which approval of any stockholders of the Company is required, or of
the conveyance or transfer of the properties and assets of the Company 
substantially as an entirety, or of any capital reorganization or any 
reclassification of the Common Stock (other than a change in par value, or 
from par value to no par value, or from no par value to par value, or as a 
result of a subdivision or combination); or

                        d. of the voluntary or involuntary dissolution, liquidation or 
winding up of the Company; or 

                        e. the Company proposes to take any other action which would 
require an adjustment of the Exercise Price or number or kind of shares 
issuable upon exercise of this Warrant, pursuant to this Section 3;

then the Company shall cause to be given to the registered holder of the 
outstanding Warrant at its address in the records of the Company at least 
thirty (30) calendar days (or fifteen (15) calendar days in any case specified
in paragraph a or b above) prior to the applicable record date hereinafter 
specified, by first-class mail, postage prepaid, written notice stating 
(i) the date as of which the holders of record of shares of Common Stock to 
be entitled to receive any rights, warrants or distribution are to be 
determined or (ii) the date on which any consolidation, merger, 

 5
conveyance, transfer, reorganization, reclassification, dissolution, 
liquidation or winding up is expected to become effective, and the date as 
of which it is expected that holders of record of shares of Common Stock 
shall be entitled to exchange the shares for securities or other property, 
if any, deliverable upon the consolidation, merger, conveyance, transfer, 
reorganization, reclassification, dissolution, liquidation or winding up.

                3.4 Irrespective of any adjustments in the Exercise Price or the number
or kind of shares purchasable upon exercise of the Warrant, the Warrant 
theretofore or thereafter issued may continue to express the same price and 
number and kind of shares as are stated in the similar Warrant initially 
issued.

        4. Elimination of Fractional Interests.  The Company shall not be 
required to issue certificates representing fractions of shares of Common 
Stock, but will make a payment in cash based on the Exercise Price in effect 
at that time.

        5. Covenants of the Company.  The Company covenants and agrees that all
shares which may be issued upon the exercise of this Warrant shall, upon 
issuance, be duly authorized, validly issued, fully paid and non-assessable
and free from all preemptive rights of any stockholder and all taxes, liens
and charges with respect to the issue thereof (other than taxes in respect 
of any transfer occurring contemporaneously with such issue).  The Company 
further covenants and agrees that during the Exercise Period within which 
the rights represented by this Warrant may be exercised, the Company will at
all times have authorized, and reserved, a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this 
Warrant.

        6. Restrictions on Transferability of Securities; Compliance with 
Securities Act.

                6.1 Restrictions on Transferability.  This Warrant and shares of Common
Stock issuable upon exercise of this Warrant are restricted shares and shall
not be transferable, except upon the conditions specified in this Section 6,
which conditions are intended to insure compliance with the provisions of the
Securities Act of 1933, as amended (the "Securities Act").  The holder of 
this Warrant shall cause any proposed transferee of this Warrant, or the 
shares of Common Stock issuable upon exercise of this Warrant held by that 
holder, to agree to take and hold those securities subject to the provisions
and upon the conditions specified in this Section 6.

                6.2 Certain Definitions.  As used in this Section 6, the term "Restricted
Securities" means (i) the Warrants, (ii) the shares of Common Stock issuable or
issued upon exercise of the Warrants, and (iii) any shares of Common Stock of 
the Company issued as a dividend or other distribution with respect to, or in 
exchange or in replacement of the Warrants or such shares of Common Stock.

                6.3 Restrictive Legend.  Each certificate representing (i) the Warrants,
(ii) shares of the Company's Common Stock issued upon exercise of the 
Warrants, or (iii) any other securities issued in respect of the Warrants or
the Common Stock issued upon exercise of the 

 6
Warrants upon any stock split, stock dividend, recapitalization, merger, 
consolidation or similar event, shall be stamped or otherwise imprinted with
a legend in the following form (in addition to any legend required under 
applicable state securities laws):

                THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 
           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 
           NOR HAVE THE SECURITIES BEEN QUALIFIED UNDER ANY STATE 
           SECURITIES LAWS.  ACCORDINGLY, THE SECURITIES MAY NOT BE 
           SOLD OR OFFERED FOR SALE UNLESS SUCH SECURITIES ARE 
           SUBSEQUENTLY REGISTERED UNDER FEDERAL AND APPLICABLE 
           STATE SECURITIES LAWS OR UNLESS EXEMPTIONS FROM 
           REGISTRATION AND QUALIFICATION ARE AVAILABLE.

                        Upon request of a holder of such a certificate, the Company shall remove
the foregoing legend from the certificate or issue to such holder a new 
certificate therefor free of any transfer legend, if, with such request, the 
Company shall have received the opinion referred to in Section 6.4 to the 
effect that any transfer by such holder of the securities evidenced by such 
certificate will not violate the Securities Act and applicable state 
securities laws.

                6.4 Notice of Proposed Transfers.  The holder of each certificate 
representing Restricted Securities by acceptance thereof agrees to comply in
all respects with the provisions of this Section 6.4.  Prior to any proposed 
transfer of any Restricted Securities, the holder thereof shall give written 
notice to the Company of such holder's intention to effect such transfer.  
Each such notice shall describe the manner and circumstances of the proposed 
transfer in sufficient detail, and shall be accompanied (except in 
transactions in compliance with Rule 144) by a written opinion of legal 
counsel who shall be reasonably satisfactory to the Company, addressed to 
the Company and reasonably satisfactory in form and substance to the Company's 
counsel, to the effect that the proposed transfer of the Restricted Securities 
may be effected without registration under the Securities Act, whereupon the 
holder of such Restricted Securities shall be entitled to transfer such 
Restricted Securities in accordance with the terms of the notice delivered by
the holder to the Company.  Each certificate evidencing the Restricted 
Securities transferred as above provided shall bear the appropriate 
restrictive legend set forth in Section 6.3 above, except that such 
certificate shall not bear such restrictive legend if the opinion of counsel
letter referred to above is to the further effect that such legend is not 
required in order to establish compliance with any provision of the Securities
Act.

                6.5     Reports Under Securities Exchange Act of 1934.  With a view to making 
available to the holders the benefits of Rule 144 promulgated under the 
Securities Act and any other rule or regulation of the Commission that may 
at any time permit a Holder to sell securities of the Company to the public
without registration, the Company agrees to use its best efforts to:

                        a.      make and keep public information available (as provided in Rule 
144) at all times;

 7
                        b.      file with the Commission in a timely manner all reports and other 
documents required of the Company under the Securities Act and the Securities
Exchange Act of 1934 (the "Exchange Act"); and

                        c.      furnish to any Holder so long as such Holder owns any of the Restricted
Securities upon request a written statement by the Company that it has 
complied with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly 
report of the Company, and such other reports and documents so filed by the
Company as may be reasonably requested in availing any holder of any rule or 
regulation of the Commission permitting the selling of any such Restricted 
Securities without registration.

        7.      Exchange and Replacement of Warrant.  Upon receipt by the Company of 
evidence reasonably satisfactory to it of the loss, theft, destruction or 
mutilation of this Warrant, and, in case of loss, theft or destruction, of 
an indemnity agreement or bond reasonably satisfactory to it, and 
reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the 
Company will make and deliver a new Warrant of like tenor, in lieu of this 
Warrant.

        8.      Rights Prior to Exercise of Warrant.  Prior to the exercise of this 
Warrant, the holder of this Warrant shall not be entitled to any rights of a
stockholder of the Company, including without limitation the right to vote, 
to receive dividends or other distributions or to exercise any preemptive 
rights, as to those shares of Common Stock subject to this Warrant, and shall
not be entitled to receive any notice of any proceedings of the Company 
except as provided herein.

        9.      Notices.  Any and all notices, demands, requests or other communications
required or permitted by this Warrant or by law to be served on, given to or
delivered to any party hereto by any other party to this Warrant shall be in
writing and shall be deemed duly served, given or delivered upon delivery by
facsimile transmission (confirmed by any of the methods that follow), by 
courier service (with proof of service), by hand delivery, or by certified or
registered mail (return receipt requested and first-class postage prepaid) 
and addressed as follows:

        If to the Warrant Holder:                                       with copies to:

        Tannehill Oil Company                                           Roger Coley, Esq.
        c/o Boyce Resource Development Co.              330 H Street, No. 7
        Attn:    Mr. Albert G. Boyce, Jr.                       Bakersfield, California 93304
 Managing General Partner
        120 Manteca Avenue                      
        P.O. Box 871                                                            Facsimile No. (805) 327-9120
        Manteca, California  95336                                      Confirmation No. (805) 328-5575
        Facsimile No. (209) 239-7886
        Confirmation No. (209) 239-4014

 8
        If to the Company:                                                      with copies to:

        Berry Petroleum Company                                         Nordman, Cormany, Hair & 
                                            Compton
        28700 Hovey Hills Road                                          Attn:   Laura K. McAvoy, Esq.
        Post Office Bin X                                                       1000 Town Center Drive, 
                                            Sixth Floor
        Taft, California 93268                                           Post Office Box 9100
 Attn: President                                                        Oxnard, California 93031-9100

        Facsimile No. (805) 769-8960                                    Facsimile No. (805) 988-8387
        Confirmation No. (805) 769-8811                         Confirmation No. (805) 485-1000

Any notice which is addressed and mailed in the manner herein provided shall 
be conclusively presumed to have been duly given to the party to which it is
addressed at the close of business, local time of the recipient, on the third
day after the day it is so placed in the mail.  Either party may change their
address for the purposes of this Warrant, by giving notice of the change, in 
the manner required by this Section, to the other party.

        10.     Successors. This Warrant shall be binding upon and inure to the benefit 
of the parties hereto and their respective heirs, executors, personal 
representatives, successors and assigns and shall be binding upon any person,
firm, corporation or other entity to whom this Warrant and any shares of 
Common Stock issuable upon exercise hereof are transferred (even if in 
violation of the provisions of this Warrant) and the heirs, executors, 
personal representatives, successors and assigns of such person, firm, 
corporation or other entity.

        11.     Governing Law.  This Warrant shall be construed in accordance 
with and be governed by the laws of the State of Delaware, without 
regard to its conflict of laws principles.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly 
executed and delivered by its duly authorized officers.

                                                                BERRY PETROLEUM COMPANY,
                                                        a Delaware corporation

                                                                By:     _______________________________
                                                                                Jerry V. Hoffman, President
                                                                                and Chief Executive Officer

                                                                By:     _______________________________
                                                                                Kenneth A. Olson, Secretary

 9
                        ELECTION TO PURCHASE

To: BERRY PETROLEUM COMPANY

        The undersigned owner of the accompanying Warrant hereby irrevocably 
exercises the option to purchase ___________ shares of Class A Common Stock
in accordance with the terms of such Warrant, directs that the shares 
issuable and deliverable upon such purchase (together with any check for a 
fractional interest) be issued in the name of and delivered to the 
undersigned, and makes payment in full therefor at the Exercise Price 
provided in such Warrant.

COMPLETE FOR REGISTRATION OF SHARES OF COMMON STOCK ON THE STOCK 
TRANSFER RECORDS MAINTAINED BY BERRY PETROLEUM COMPANY:

________________________________________________________________
Name of Warrant Holder

________________________________________________________________
Address

________________________________________________________________

________________________________________________________________
Social Security or Other Identifying Number

Signature: __________________________________

Date: _______________________________________

 

 220

                                     

                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the registration 
statements of Berry Petroleum Company on Form S-8 (File No. 33-23326 
and 33-61337) of our report dated February 28, 1997 on our audits of 
the financial statements of Berry Petroleum Company as of December 31, 
1996 and 1995 and for the three years in the period ended December 31, 
1996, which report is included in this Annual Report on Form 10-K.

COOPERS & LYBRAND L.L.P.

Los Angeles, California
March 13, 1997

                              EXHIBIT 23.1

 221

                         DeGolyer and MacNaughton
                             One Energy Square              
                           Dallas, Texas  75206

                                    March 7, 1997

Berry Petroleum Company
P.O. Bin X
Taft, CA  93268

Gentlemen:

     In connection with the Annual Report on Form 10-K for the fiscal 
year ended December 31, 1996, (the Annual Report) of Berry Petroleum 
Company (the Company), we hereby consent to (i) the use of and 
reference to our report dated February 12, 1997, entitled "Appraisal 
Report as of December 31, 1996 on Certain Property Interests owned by 
Berry Petroleum Company," our report dated February 12, 1996, entitled 
"Appraisal Report as of December 31, 1995 on Certain properties owned 
by Berry Petroleum Company," and our report dated February 23, 1995, 
entitled "Appraisal Report as of December 31, 1994 on Certain 
Properties owned by Berry Petroleum Company"(collectively referred to 
as the "Reports"), all three of which pertain to interests of the 
Company in certain oil and gas properties located in California, 
Louisiana, Nevada, and Texas, under the caption "Oil and Gas Reserves-
Reserve Reports" in items 1 and 2 of the Annual Report, in item 6 of 
the Annual Report, and under the caption "Supplemental Information 
About Oil and Gas Producing Activities (Unaudited)" in item 8 of the 
Annual Report and (ii) the use of and reference to the name DeGolyer 
and MacNaughton as the independent petroleum engineering firm that 
prepared the Reports under such items; provided, however, that since 
the cash-flow calculations in the Annual Report include estimated 
income taxes not included in the Reports, we are unable to verify the 
accuracy of the cash flow values in the Annual Report.

                               Very truly yours,

                               DeGOLYER and MacNAUGHTON

  

 5
 0000778438
 BERRY PETROLEUM COMPANY
 1,000

                   YEAR
                          DEC-31-1996
                               DEC-31-1996
                                          12,540
                                       704
                                   11,701
                                         0
                                          0
                                26,252
                                         222,865
                                  73,355
                                 176,403
                           18,402
                                              0
                                0
                                          0
                                           219
                                     100,790
                   176,403
                                         55,264
                                57,095
                                                0
                                   24,981
                                 4,820
                                     0
                                   0
                                 27,294
                                     9,748
                             17,546
                                       0
                                      0
                                            0
                                    17,546
                                      .80
                                      .80

 223

                    UNDERTAKING FOR FORM S-8 REGISTRATION STATEMENT

      For purposes of complying with the amendments to the rules governing 
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the 
Company hereby undertakes as follows, which undertaking shall be incorporated 
by reference into the Company's Registration Statements on Form S-8 (No. 33-
23326 and No. 33-61337 filed on July 28, 1988 and July 27, 1995, 
respectively):

      Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to director, officers and controlling persons of 
the Company pursuant to the foregoing provisions, or otherwise, the Company 
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Securities 
Act of 1933 and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense of any action, suit or 
proceeding is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Company will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.

                                Exhibit 99.1