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) December 6, 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 1.01.  Entry into a Material Definitive Agreement.


     On December 3, 2004, Berry Petroleum Company (Berry) entered into an
purchase and sale agreement with J-W Operating Company and others to
acquire their interests in the Niobrara  fields in  northeastern  Colorado
for approximately  $110  million. The news release dated December 6, 2004
is attached hereto as Exhibit 99.


Item 7.01.  Regulation FD

     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 December 6, 2004 regarding the
     Registrant's announcing the acquisition of natural gas assets
     in northeastern Colorado.





                     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/Treasurer


     December 6, 2004



                                  2

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 ACQUIRES NATURAL GAS ASSETS IN NORTHEASTERN COLORADO

Bakersfield,  CA  -  December  6,  2004  -  Berry  Petroleum  Company
(NYSE:BRY) announced a Purchase and Sale Agreement with J-W Operating
Company and others to acquire their interests in the Niobrara  fields
in  northeastern  Colorado  for approximately  $110  million.   These
properties  consist of over 130,000 gross acres and the  Company,  as
operator, will have a working interest of approximately 52%.  Current
production,  net to Berry's interest, is 9 MMcf (million cubic  feet)
of natural gas per day, with estimated proved natural gas reserves of
87   Bcf   (billion  cubic  feet).   The  acquisition  also  includes
approximately  200  miles  of a pipeline  gathering  system  and  gas
compression  facilities  for  delivery  into  interstate  gas  lines.
Approximately  10% of the value is attributable to the  pipeline  and
compression systems.

Robert  F.  Heinemann, president and CEO, stated,  "This  acquisition
will  establish  another  significant core area  of  growth  for  the
Company  in  the  Rockies  and  adds a large  long-life  natural  gas
producing  asset  to  our  predominantly  oil-based  portfolio.    We
estimate  proved developed reserves to be approximately  34  Bcf  and
believe  that  development  of  the  assets  carries  relatively  low
geologic  risk  with  low  development and operating  costs.  Through
ongoing  development, production from the properties is projected  to
increase  more than 15% a year for the next four years. The focus  of
the  development  will  be infill drilling to  40-acre  spacing.   We
expect our capital budget for the properties in 2005 to be in the  $4
to  $8  million  range. Upon closing, our new Companywide  production
target for 2005 is in excess of 23,000 barrels of oil equivalent  per
day."

The  effective date of the transaction is November 1, 2004.   Closing
of  the  transaction,  which is subject to  standard  conditions,  is
expected  during  the  first quarter of 2005. The  purchase  will  be
financed  by  bank  borrowings under the  Company's  existing  credit
facility. J-W Operating Company was advised by Waterous & Co. in this
transaction.

Berry Petroleum Company is a publicly traded independent oil and  gas
production   and  exploitation  company  with  its  headquarters   in
Bakersfield,  California and was ranked number 25 by Forbes  Magazine
on its 2004 "200 Best Small Companies" list.

"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,  drilling, development and operating  risks,  a  limited
marketplace  for  electricity sales within  California,  counterparty
risk, competition, environmental risks, litigation uncertainties, the
availability of drilling rigs and other support services, legislative
and/or judicial decisions and other government or Tribal regulations.



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