Edgar Filing: BERRY PETROLEUM CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOEHRING RALPH J

2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [BRY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
Executive VP and CFO

(Last)

(First)

(Middle)

C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006

(Street)

BAKERSFIELD, CA 93309

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/15/2006		M⁽⁹⁾		2,500	A	$ 32.565	65,618	D
Class A Common Stock	12/15/2006		J	V	20 ⁽¹⁰⁾	D	$ 0	4,980	I	Held in 401(k) Plan
Class A Common Stock	12/15/2006		F⁽¹⁶⁾		1,144	D	$ 32.565	64,474	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nonstatutory Stock Option

$ 8.15

12/07/2002

12/07/2011

Class A Common Stock

30,000

10,000

Nonstatutory Stock Option

$ 8.25

12/06/2003

12/06/2012

Class A Common Stock

30,000

Nonstatutory Stock Option

$ 9.97

12/05/2004

12/05/2013

Class A Common Stock

60,000

Nonstatutory Stock Option

$ 21.58

11/23/2005

11/23/2014

Class A Common Stock

70,000

Nonstatutory Stock Option

$ 30.645

12/15/2006

12/15/2015

Class A Common Stock

40,000

Nonstatutory Stock Option

$ 32.565

12/15/2006

A⁽¹⁾

40,000

12/15/2007

12/14/2016

Class A Common Stock

40,000

$ 0 ⁽²⁾

40,000

Restricted Stock Units ⁽³⁾

$ 0 ⁽⁴⁾

12/15/2006

A⁽⁵⁾

10,000

⁽⁷⁾

⁽⁸⁾

Class A Common Stock

10,000

$ 0 ⁽⁶⁾

10,000

Restricted Stock Units ⁽¹¹⁾

$ 0 ⁽¹²⁾

12/15/2006

M⁽¹³⁾

2,500

⁽¹⁴⁾

⁽¹⁵⁾

Class A Common Stock

2,500

$ 32.565

7,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOEHRING RALPH J C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN BAKERSFIELD, CA 93309			Executive VP and CFO

Signatures

Kenneth A Olson under POA for Ralph Goehring		12/19/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.
(2)	Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.
(3)	1 for 1
(4)	Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(5)	Grant of Restricted Stock Unit (RSU) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant.
(6)	Grant of Restricted Stock Unit (RSU) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant.
(7)	The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(8)	The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(9)	Vested shares issued pursuant to Rule 16b-3 plan.
(10)	Changes in the number of shares of Common Stock held in the individuals 401(k) account due to required maintenance of cash position. All transactions were at market and non-discretionary.
(11)	1 for 1
(12)	Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(13)	Vesting of 25% of RSUs granted 12-15-2006
(14)	The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(15)	The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(16)	Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3.

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