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 *
HEINEMANN ROBERT
   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)
President and CEO
(Last)
(First)
(Middle)
5201 TRUXTUN AVE., SUITE 300		 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   M(15)   5,000 A $ 32.565 7,000 D  
Class A Common Stock 12/15/2006   J V 14 (16) D $ 0 3,529 I Held in 401(k) Plan
Class A Common Stock 12/15/2006   F(22)   1,931 D $ 32.565 5,069 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Options $ 8.07             12/02/2002 12/02/2012 Class A Common Stock 10,000   10,000 D  
Nonstatutory Stock Options $ 9.61             12/02/2003 12/02/2013 Class A Common Stock 10,000   10,000 D  
Nonstatutory Stock Option $ 14.375             06/16/2005 06/16/2014 Class A Common Stock 200,000   200,000 D  
Nonstatutory Stock Option $ 21.58             11/23/2005 11/23/2014 Class A Common Stock 130,000   130,000 D  
Nonstatutory Stock Option $ 30.645             12/15/2006 12/15/2015 Class A Common Stock 150,000   150,000 D  
Phantom Stock Units (1) $ 0             08/08/1988 08/08/1988 Class A Common Stock 3,017   3,017 (2) D  
Restricted Stock Unit (3) $ 0             01/31/2010(4) 01/31/2010(5) Class A Common Stock 161,300   161,300 D  
Nonstatutory Stock Option $ 32.565 12/15/2006(6)   A(7)   175,000   12/15/2007 12/14/2016 Class A Common Stock 175,000 $ 0 (8) 175,000 D  
Restricted Stock Units (9) $ 0 (10) 12/15/2006   A(11)   20,000     (13)   (14) Class A Common Stock 20,000 $ 0 (12) 20,000 D  
Restricted Stock Units (17) $ 0 (18) 12/15/2006   M(19)     5,000   (20)   (21) Class A Common Stock 5,000 $ 32.565 15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEINEMANN ROBERT
5201 TRUXTUN AVE., SUITE 300
BAKERSFIELD, CA 93309		       President and CEO  

Signatures

 Kenneth A Olson under POA for Robert Heinemann   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) 1 for 1
(2) Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors.
(3) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(4) The restricted stock units vest in one installment on January 31, 2010 provided the reporting person continues to serve as the CEO of the Company on such date, or earlier on certain conditions.
(5) The restricted stock units vest in one installment on January 31, 2010 provided the reporting person continues to serve as the CEO of the Company on such date, or earlier on certain conditions.
(6) 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.
(7) 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.
(8) 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.
(9) 1 for 1
(10) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(11) 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.
(12) 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.
(13) 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.
(14) 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.
(15) Vested shares issued pursuant to Rule 16b-3 plan.
(16) 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.
(17) 1 for 1
(18) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(19) Vesting of 25% of RSUs granted 12-15-2006
(20) 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.
(21) 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.
(22) Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3.

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