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)  July 19, 2004

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

Delaware                     1-9735               77-0079387
(State or other           (Commission            IRS Employer
jurisdiction of           File 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)
















                       1








Item 9.  Regulation FD Disclosure

     (c)  Exhibits

     The following Exhibits are hereby furnished as part of this Current
     Report on Form 8-K:

     Exhibit 99 - Press Release dated July 19, 2004 regarding the
     Registrant's announcing the acquisition of additional Uinta Basin
     acreage and joint exploration and development program.

                     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

     July 19, 2004

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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:Robert F. Heinemann, President and CEO
         Ralph J. Goehring, Executive Vice President and CFO

     BERRY PETROLEUM TO ACQUIRE ADDITIONAL UINTA BASIN ACREAGE;
           COMMITS TO EXPLORATION AND DEVELOPMENT PROGRAM

Bakersfield,  CA, July 19, 2004 - Berry Petroleum Company  (NYSE:BRY)
announced that it and an industry partner have entered into  a  joint
Exploration  and Development Agreement with the Ute Indian  Tribe  to
explore and develop approximately 125,000 prospective acres of tribal
lands  in  the  Uinta  Basin in Utah.  The  Company  also  agreed  to
purchase an interest in 46,000 acres of fee lands adjacent to or near
the  tribal acreage. This 171,000 acre block (over 265 square  miles)
is  located immediately west of the Company's Brundage Canyon  field.
Berry  is  currently  producing approximately 4,500  barrels  of  oil
equivalent  per  day  from this field, according  to  Bob  Heinemann,
president and chief executive officer.

Berry  and its partners will develop a plan to test the total acreage
and  Berry  will  operate the shallow horizons down to  approximately
6,500  feet.   Berry's ownership will be up to 75%  in  these  zones.
Natural  gas  potential  will be the focus of  the  deeper  horizons,
primarily  in  the  Wasatch and Mesaverde sections,  and  Berry  will
participate up to 25% in the development of these deeper  zones.  The
Ute  Indian Tribe plans to participate in both the shallow  and  deep
programs with a working interest of 25%.

Heinemann continued, "This acquisition is an excellent strategic  fit
as  it  builds  on  our  Brundage  Canyon  asset  and  leverages  our
capabilities.   It  increases  the potential  for  the  discovery  of
additional  light oil and natural gas in our core area  and  enhances
our  ongoing relationship with the Ute Tribe. We believe  this  joint
development will be very significant for our Company."

Michael  Duginski,  senior vice president of  Corporate  Development,
stated,  "With  this  acquisition, we have clearly  strengthened  our
diversification into the Rockies.  The initial drilling program  will
begin  in  2004 and we expect a significant increase in  drilling  in
2005.   A  successful development program could make  this  a  legacy
asset for Berry."

Logan Magruder, senior vice president of the Rocky Mountain and  Mid-
Continent  Region,  added, "We are fortunate to make  an  acquisition
adjacent to our existing operation.  We believe the horizons  we  are
targeting  in the shallow development will be a continuation  of  our
productive  Green River zones on the Brundage Canyon property.   This
joint  development  on  an additional 171,000  acres  enables  us  to
position the Company for growth in a natural gas prone area."

The  effective  date  of  the transaction  is  July  13,  2004.   The
completion of the transaction, which is expected in the third quarter
of 2004, is subject to certain conditions and approvals and there are
no assurances that all such conditions will be satisfied.

"Safe  harbor under the Private Securities Litigation Reform  Act  of
1995:"With  the  exception  of historical  information,  the  matters
discussed  in  this news release are forward-looking statements  that
involve risks and uncertainties.  Although the Company believes  that
its expectations are based on reasonable assumptions, it can give  no
assurance  that its goals will be achieved.  Important  factors  that
could  cause  actual results to differ materially from those  in  the
forward-looking  statements herein include, but are not  limited  to,
the timing and extent of changes in commodity prices for oil, gas and
electricity,  a  limited  marketplace for  electricity  sales  within
California,  counterparty  risk,  competition,  environmental  risks,
litigation uncertainties, drilling, development and operating  risks,
the  availability  of  drilling  rigs  and  other  support  services,
legislative   and/or   judicial  decisions   and   other   government
regulations.

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