8-K

UNITED STATES
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): October 21, 2005 (October 21, 2005)

BERRY PETROLEUM COMPANY

(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) 1-9735
(Commission File Number) 77-0079387
(IRS Employer
Identification Number)

5201 TRUXTUN AVE., STE. 300, BAKERSFIELD, CA
(Address of Principal Executive Offices) 93309
(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:

      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))

Item 7.01  Regulation FD Disclosure

On October 21, 2005, Berry Petroleum Company issued a news release announcing the acquisition of additional Niobrara natural gas acreage. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

99.1 News release dated October 21, 2005 announcing the acquisition of additional Niobrara natural gas acreage by Berry Petroleum Company.
 

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 hereto duly authorized.

BERRY PETROLEUM COMPANY
By:	/s/ Shawn M. Canaday
	Shawn M. Canaday
	Treasurer

Date: October 21, 2005

Page 2 of 2

EX-99

	News Release Berry Petroleum Company 5201 Truxtun Avenue, Suite 300 Bakersfield, California 93309-0640	Phone (661) 616-3900 E-mail: ir@bry.com Internet: www.bry.com
Contacts: Robert F. Heinemann, President and CEO - - Ralph J. Goehring, Executive Vice President and CFO

BERRY PETROLEUM COMPANY ACQUIRES ADDITIONAL NIOBRARA NATURAL GAS ACREAGE

Bakersfield, CA - October 21, 2005 - Berry Petroleum Company (NYSE:BRY) has purchased a 50% working interest in approximately 70,000 gross (60,000 net) undeveloped acres in Colorado's Phillips and Sedgwick counties from Chandler Energy, LLC. This additional Niobrara leasehold position is adjacent to and immediately north of Berry's producing assets in Yuma County. Berry, as operator of the acreage, is scheduled to begin shooting a 3-D seismic survey within the next three months and expects to drill the first delineation wells in mid-2006.

Robert Heinemann, president and chief executive officer said, "This acreage acquisition is part of our ongoing strategy of adding highly prospective acreage near our core areas and is an excellent opportunity to leverage our operational and technical expertise in the Niobrara producing assets. Our interest in this shallow gas development area will now total approximately 550,000 acres."

Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with headquarters in Bakersfield, California and a regional office in Denver, Colorado. Visit www.bry.com for more information.

Safe harbor under the "Private Securities Litigation Reform Act of 1995"
Any statements in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties. Words such as "scheduled", "expects", "opportunity", and others indicate forward-looking statements, which are made based on management's current expectations and beliefs concerning future developments and their potential effects upon Berry Petroleum Company. Important factors which could affect actual results are discussed in Part II of our Form 10-K filed with the Securities and Exchange Commission, under the heading "Other Factors Affecting the Company's Business and Financial Results" in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

# # #