POWER OF ATTORNEY

     Known all by these present, that the undersigned hereby constitutes
and appointsthe Corporate Secretary or any Assistant Corporate Secretary,
as duly appointed by the Board of Directors from time to time for Berry
Petroleum Company, as the undersigned's true and lawful attorney-in-fact
to:

1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Berry Petroleum Company
(the "Company"), Form 3, 4, 5, and Form 144 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, 5, and Form 144 and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or
similar authority; and

3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-
in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934 and further acknowledges that the undersigned remains solely
responsible for the facts disclosed in any such form.

This Power of Attorney shall remain in full force and effect until the
expiration date noted below or until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of securities issued or interest in securities to be issued by
the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14 day of December 2007.

/s/ Bruce S. Kelso
      Signature


  01/15/2010      		Bruce S. Kelso
Expiration Date                    Print Name