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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kelso Bruce S
   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)
VP of Rocky Mtn. and Mid Conti
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/15/2006   J V 40 (2) A $ 0 729 I Held in 401(k) Plan
Class A Common Stock 12/15/2006   M(11)   1,250 A $ 32.565 1,250 D  
Class A Common Stock 12/15/2006   F(17)   389 D $ 32.565 861 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Option $ 8.95             08/23/2004 08/23/2013 Class A Common Stock 10,000   10,000 D  
Nonstatutory Stock Option $ 9.97             12/05/2004 12/05/2013 Class A Common Stock 2,000   2,000 D  
Nonstatutory Stock Option $ 21.58             11/23/2005 11/23/2014 Class A Common Stock 22,500   22,500 D  
Nonstatutory Stock Option $ 30.645             12/15/2006 12/15/2015 Class A Common Stock 20,000   20,000 D  
Nonstatutory Stock Option $ 34.06             03/22/2009(1) 03/22/2016 Class A Common Stock 40,000   40,000 D  
Nonstatutory Stock Option $ 32.565 12/15/2006   A(3)   16,000   12/15/2007 12/14/2016 Class A Common Stock 16,000 $ 0 (4) 16,000 D  
Restricted Stock Units (5) $ 0 (6) 12/15/2006   A(7)   5,000     (9)   (10) Class A Common Stock 5,000 $ 0 (8) 5,000 D  
Restricted Stock Units (12) $ 0 (13) 12/15/2006   M(14)     1,250   (15)   (16) Class A Common Stock 1,250 $ 32.565 3,750 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kelso Bruce S
C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN
BAKERSFIELD, CA 93309		       VP of Rocky Mtn. and Mid Conti  

Signatures

 Kenneth A Olson under POA for Bruce Kelso   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) Non Statutory Stock Options (NSO). NSOs vest 100% 3 years from date of grant.
(2) Shares of Common Stock acquired by the reporting person in the Company's 401(k) Plan. All transactions were at market and were non-discretionary.
(3) 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.
(4) 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.
(5) 1 for 1
(6) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(7) 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.
(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) 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.
(10) 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.
(11) Vested shares issued pursuant to Rule 16b-3 plan.
(12) 1 for 1
(13) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(14) Vesting of 25% of RSUs granted 12-15-2006
(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) 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.
(17) Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3.

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