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


                                FORM 8-K/A


                              CURRENT REPORT

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

                              Date of Report: February 2,2005
           (Date of Earliest Event Reported):(January 27, 2005)


                         Berry Petroleum Company
           (Exact Name of Registrant as Specified in Charter)


           Delaware              1--9735            77-0079387
        (State or Other     (Commission File       (IRS Employer
         Jurisdiction            Number)        Identification No.)
       of Incorporation)


          5201 Truxtun Avenue, Suite 300            93309
                 Bakersfield, CA
     (Address of Principal Executive Offices)    (Zip Code)


 Registrant's Telephone Number, Including Area Code: (661) 616-3900

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):

o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))





EXPLANATORY NOTE: This report on Form 8-K/A amends our Form 8-K
filed on January 28, 2005 in its entirety to add disclosure in
Items 2.01 and 9.01.


Item 1.01  Entry Into a Material Definitive Agreement.

See disclosure in Item 2.01 below.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 3, 2004, Berry Petroleum Company (NYSE:BRY) entered
into a Purchase and Sale Agreement with J-W Operating Company and
others, which was effective November 1, 2004, to acquire their
interests in the Niobrara fields in northeastern Colorado.  Berry
issued a news release on December 6, 2004 announcing the entering
into of the Purchase and Sale Agreement.  On January 27, 2005,
Berry closed this acquisition, whereby Berry acquired the Yuma
County, Colorado, Niobrara natural gas assets from J-W Operating
Company. The acquisition consists of a 52% working interest
ownership (43% net revenue interest) in approximately 130,000
gross acres and over 650 producing gas wells concentrated in 20
productive fields in northeastern Colorado, as well as 100%
ownership in certain gas compression and transportation assets.
Current net production is approximately 8.8 million cubic feet of
natural gas per day and Berry estimates net proved reserves to be
approximately 87 billion cubic feet. The adjusted purchase price
of $105 million will be financed by bank borrowings under Berry's
existing credit facility. On January 28, 2005, Berry issued a news
release announcing the closing of this acquisition.  A copy of
this news release is furnished as Exhibit 99.1 to this report. A
copy of the Purchase and Sale Agreement with respect to this
acquisition is filed as Exhibit 99.2 to this report and is
incorporated herein by reference.

Other than Berry's negotiations and discussions with
representatives of  J-W Operating Company concerning the
transactions described above, there are no material relationships
between Berry and J-W Operating Company or any of Berry's
affiliates, officers or directors, or any associate of
any officer or director of Berry.

Item 7.01 Regulation FD Disclosure.

See the information described in Item 2.01 above.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required in connection with the business
acquisition described in Item 2.01 are expected to be filed on or
before April 14, 2005.

(b) Pro Forma Financial Information.

The financial statements required in connection with the business
acquisition described in Item 2.01 are expected to be filed on or
before April 14, 2005.

(c) Exhibits.

Exhibit 99.1   News Release, dated January 28, 2005, announcing
          the closing of the acquisition with J-W Operating
          Company and others.

Exhibits 99.2  Purchase and Sale Agreement, dated December 3,
          2004, among Berry Petroleum Company and J-W Operating
          Company and others.+

(+ Confidential treatment has been requested with respect to certain
 portions of this exhibit.  Omitted portions have been filed separately
 with the Securities and Exchange Commission.)

                            SIGNATURES

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 hereunto duly authorized.

                         BERRY PETROLEUM COMPANY


Date:  February 2, 2005  By:  /s/ Kenneth A. Olsen
                              Kenneth A. Olsen
                              Corporate Secretary