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 6, 2004, Berry Petroleum Company (Berry) signed a
development agreement with Petro-Canada Resources (USA) Inc., to
develop Petro-Canada's Coyote Flats Prospect in the Uinta Basin in
northeast Utah. Berry will be the operator and upon completing a
defined drilling program, will own 50% of approximately 75,000 gross
(72,000 net) undeveloped acres. The Company estimates its total
obligation under this agreement to be approximately $10.3 million
and will vary based on drilling costs. The news release dated
December 7, 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 7, 2004 regarding the
     Registrant's announcing the signing of a development agreement with
Petro-Canada Resources (USA) Inc., to develop Petro-Canada's Coyote
Flats Prospect in the Uinta Basin in northeast Utah.






                     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 7, 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 SIGNS DEVELOPMENT AGREEMENT
                  ON ADDITIONAL UINTA BASIN ACREAGE

Bakersfield,  CA  -  December  7,  2004  -  Berry  Petroleum  Company
(NYSE:BRY)   announced  a  Development  Agreement  with  Petro-Canada
Resources (USA) Inc., to develop Petro-Canada's Coyote Flats Prospect
in  the Uinta Basin in northeast Utah. Berry will be the operator and
upon  completing  a  defined  drilling  program,  will  own  50%   of
approximately  72,000  undeveloped acres. The Company  estimates  its
total  obligation  under  this agreement to  be  approximately  $10.3
million and will vary based on drilling costs.

Robert  Heinemann, president and chief executive officer,  said,  "We
are very pleased to partner with Petro-Canada on this opportunity  to
develop this acreage.  We are buying into one completed well  in  the
Ferron sand that has tested at over one million cubic feet (MMcf) per
day  of natural gas and is awaiting pipeline hook-up.  By the end  of
December  we intend to begin drilling the first of three  test  wells
into  the  Ferron  sand  to  a  depth of  approximately  7,500  feet.
Additionally,  we will drill a six-well Emery coalbed  methane  (CBM)
pilot,  which  is based on encouraging coal thickness encountered  in
the  drilling  of  the  earlier Ferron  well.  This  coal,  found  at
approximately  4,500  feet,  was  cored  and  has  potential  to   be
commercially successful. Upon the completion of this portion  of  the
drilling obligation, Berry will earn 50% in the subject property."

Michael  Duginski,  senior vice president of  corporate  development,
added,  "We  are  pleased  that we can add  this  highly  prospective
acreage  to  our  growing portfolio of assets in  the  Rockies.  This
acreage  is only 35 miles southwest of our Brundage Canyon  producing
asset  and  will  complement our asset base by adding both  potential
high-volume natural gas producing wells and long-lived gas production
through  the  CBM development. We paid $1.3 million  at  signing  and
expect  to  drill all of our obligation wells in 2005 for  around  $9
million, which will allow us to earn our interest in the acreage."

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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