8-K

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                     __________________________

                             FORM 8-K


                          CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) April 24, 2003

                     Berry Petroleum Company
      (Exact name of registrant as specified in its charter)

  Delaware                     1-9735            77-0079387
(State or other           (Commission File      IRS Employer
jurisdiction of               Number)       Identification No.
incorporation)


     5201 Truxtun Avenue, Suite 300 Bakersfield, CA  93309
           (Address of principal executive offices)

Registrant's telephone number, including area code (661) 616-3900


                                               N/A
(Former name or former address, if changed since last report)











Item 5. Other Events

     On April 24, 2003, Berry Petroleum Company, a Delaware
corporation, issued a press release, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.  Financial Statements, Proforma Financial Information
and Exhibits

     (c)  Exhibits

     99.1   Press Release of Berry Petroleum Company dated
            April 24, 2003.



                                       SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                 BERRY PETROLEUM COMPANY



                                 By     /s/ Kenneth A. Olson
                                 Name:      Kenneth A. Olson
                                Title:      Corporate Secretary
                                            and Treasurer

     April 24, 2003

EX-99

                          News Release

         Berry Petroleum Company
         Phone (661) 616-3900
         5201 Truxtun Avenue, Suite 300
         E-mail:  ir@bry.com
         Bakersfield, California 93309-0640
         Internet:  www.bry.com

         Contacts:  Jerry V. Hoffman, Chairman, President and CEO  - -
                    Ralph J. Goehring, SVP & CFO
April 24, 2003                                  For Immediate Release


                       BERRY PETROLEUM COMPANY
                  TO ACQUIRE UINTA BASIN PROPERTIES

     Bakersfield,  California  - Berry Petroleum  Company  (NYSE:BRY)
today  announced  that  it  has entered  into  a  Purchase  and  Sale
Agreement  with Williams Production RMT Company, a unit  of  Williams
(NYSE:WMB),  to acquire its Brundage Canyon, Utah properties  in  the
Uinta  Basin  for  approximately $49 million.   The  Brundage  Canyon
properties,  located in northeastern Utah, consist  of  approximately
43,500 net acres, and are currently producing approximately 2,200 net
BOE  per day of light crude oil and natural gas.  Berry estimates the
proved  reserves  at 8.6 million BOE (75% light oil and  25%  natural
gas).

     Jerry  V.  Hoffman,  Chairman,  President  and  Chief  Executive
Officer,  stated,  "This  acquisition  will  establish  an  operating
position for Berry in the Rockies, which meets one of our 2003 stated
goals,   and  provides  the  Company  with  geographic  and   reserve
diversification.   The  Brundage  Canyon  property  has  considerable
upside  potential.  Our technical personnel have identified  numerous
additional  drilling locations and we may drill up  to  26  wells  in
2003,  depending  upon the timing of our close  with  Williams.   Our
objective  is  to  build a sizeable portfolio of  assets  outside  of
California and to diversify our heavy oil asset base.  We believe the
Uinta   Basin   and  the  surrounding  area  offers  Berry   numerous
opportunities  to  achieve this goal through additional  acquisitions
and/or through the drill bit."

     The  effective  date of the transaction is April  1,  2003.  The
completion  of  the transaction is subject to certain conditions  and
there  is  no  assurance that all such conditions will be  satisfied.
Closing is expected in the third quarter of 2003.

     Berry Petroleum Company is a publicly traded independent oil and
gas   production  and  exploitation  company  with  headquarters   in
Bakersfield, California.

"Safe  harbor under the Private Securities Litigation Reform  Act  of
1995:"  This  release  may  contain  descriptions  of  the  Company's
expectations  regarding future business activities.   These  forward-
looking  statements are made in reliance upon safe harbor  provisions
of the Private Securities Litigation Reform Act of 1995. Accordingly,
actual  results may differ materially from those contemplated by  the
forward-looking statements.

                               Exhibit 99.1