SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

BUSCH RALPH B III

(Last)

(First)

(Middle)

C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN

(Street)

BAKERSFIELD

93309

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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								144,238	D
Class A Common Stock								90,000	I	As Co-Trustee of Charitable Trust
Class A Common Stock								7,000	I	Busch Family Foundation
Class A Common Stock								532	I	As Custodian for Minor Children
Class A Common Stock	05/02/2008		S		194	D	$50.12	126,471	I	As Co-Trustee of Union Bank Trust Shares
Class A Common Stock	05/02/2008		S		200	D	$50.5	126,271	I	As Co-Trustee of Union Bank Trust Shares
Class A Common Stock	05/02/2008		S		200	D	$50.75	126,071	I	As Co-Trustee of Union Bank Trust Shares
Class A Common Stock	05/02/2008		S		100	D	$50.15	125,971	I	As Co-Trustee of Union Bank Trust Shares
Class A Common Stock	05/05/2008		S		106	D	$50.75	125,865	I	As Co-Trustee of Union Bank Trust Shares
Class A Common Stock	05/05/2008		S		200	D	$52.48	125,665	I	As Co-Trustee of Union Bank Trust Shares

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonstatutory Stock Options 12-2-2000	$7.8438							12/02/2000	12/02/2010	Class A Common Stock	10,000		10,000	D
Nonstatutory Stock Options 12-2-01	$7.725							12/02/2001	12/02/2011	Class A Common Stock	10,000		10,000	D
Nonstatutory Stock Options 12-2-02	$8.07							12/02/2002	12/02/2012	Class A Common Stock	10,000		10,000	D
Nonstatutory Stock Options 12-2-03	$9.61							12/02/2003	12/02/2013	Class A Common Stock	10,000		10,000	D
Nonstatutory Stock Options 12-2-04	$21.77							12/02/2004	12/02/2014	Class A Common Stock	10,000		10,000	D
Nonstatutory Stock Option 12-15-05	$30.645							12/15/2005	12/15/2015	Class A Common Stock	10,000		10,000	D
Phantom Stock Units⁽¹⁾	$0⁽²⁾							08/08/1988⁽³⁾	08/08/1988⁽⁴⁾	Class A Common Stock	15,334		15,334	D
Nonstatutory Stock Option 12-15-06	$32.565							12/15/2006	12/14/2016	Class A Common Stock	10,000		10,000	D
2007 Restricted Stock Unit⁽⁵⁾	$0							01/01/2008⁽⁶⁾	12/13/2017⁽⁷⁾	Class A Common Stock	1,319		1,319	D
NSO 2007	$43.61							12/14/2007	12/13/2017	Class A Common Stock	3,956		3,956	D

Explanation of Responses:

1. 1 for 1

2. 1 for 1

3. 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.

4. 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.

5. 1 for 1

6. The RSU granted is 100% vested at the date of grant but the receipt of shares are subject to a deferral period which is generally at least four years from the grant date as per the deferral election.

7. The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.

Remarks:

This Form 4 is being filed late to report the sale of shares over 2 days that Mr. Busch has indirect ownership on his Form 4 but does not control. Mr. Busch was not notified in a timely manner that the sales had taken place.

	Kenneth A Olson under POA for Ralph Busch	06/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.