UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                                   FORM 10-K

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
                   For the fiscal year ended December 31, 1994
                          Commission file number 1-9735

                             BERRY PETROLEUM COMPANY
              (Exact name of registrant as specified in its charter)

     DELAWARE                                             77-0079387
(State of incorporation                                (I.R.S. Employer
  or organization)                                  Identification Number)

                             28700 Hovey Hills Road
                             Taft, California 93268
         (Address of principal executive offices, including zip code)

   Registrant's telephone number, including area code: (805) 769-8811

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
          Title of each class                        on which registered
     Class A Common Stock, $.01 par value          New York Stock Exchange
   (including associated stock purchase rights) 

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X]  NO [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [  ]

     As of March 6, 1995, the registrant had 21,033,169 shares of Class A
Common Stock outstanding and the aggregate market value of the voting stock
held by nonaffiliates was approximately $108,570,000.  This calculation is
based on the closing price of the shares on the New York Stock Exchange on
March 6, 1995 of $9.25.  The registrant also had 898,892 shares of Class B
Stock outstanding on March 6, 1995, all of which is held by an affiliate of
the registrant.

DOCUMENTS INCORPORATED BY REFERENCE


     Part III is incorporated by reference from the registrant's definitive
Proxy Statement for its Annual Meeting of Shareholders to be filed, pursuant
to Regulation 14A, no later than 120 days after the close of the registrant's
fiscal year.

                            BERRY PETROLEUM COMPANY
                               TABLE OF CONTENTS

                                    PART I

                                                                         Page
Items 1
  and 2.           Business and Properties                                 3

Item 3.            Legal Proceedings                                      11

Item 4.            Submission of Matters to a Vote of 
                   Security Holders                                       11   

                   Executive Officers                                     12   

                                    PART II

Item 5.            Market for Registrant's Common Equity and 
                   Related Stockholder Matters                            13

Item 6.            Selected Financial Data                                15

Item 7.            Management's Discussion and Analysis of Financial 
                   Condition and Results of Operations                    16

Item 8.            Financial Statements and Supplementary Data            20

Item 9.            Changes in and Disagreements with Accountants 
                   on Accounting and Financial Disclosure                 43  

                                    PART III

Item 10.           Directors and Executive Officers of 
                   the Registrant                                         43

Item 11.           Executive Compensation                                 43

Item 12.           Security Ownership of Certain Beneficial 
                   Owners and Management                                  43

Item 13.           Certain Relationships and Related Transactions         43

                                    PART IV
                                                                      
                                                                      
Item 14.           Exhibits, Financial Statement Schedules, and Reports 
                   on Form 8-K                                            44






                                     
                                     2  
                                     
                                    


                                    Part I


Items 1 and 2.  Business and Properties

Introduction

     Berry Petroleum Company ("Berry" or "Company"), a Delaware corporation
formed in 1985 as the successor to Berry Holding Company and various related
entities, is an independent energy company engaged in the business of
production, development, exploration, blending and marketing of crude oil and
natural gas.  Information contained in this report on Form 10-K reflects the
business of the Company during the year ended December 31, 1994.

     The Company's mission is to enhance shareholder value and achieve real
asset growth.  To achieve this, Berry's corporate strategy is to acquire
primarily proved reserves with additional development potential and to
increase its proved reserves and production through further development of
its existing properties by application of enhanced oil recovery (EOR)
methods, advanced reservoir management and developmental drilling.  All of
the Company's reserves are located in the United States, and the Company
continues to focus on opportunities in North America.  While the Company has
substantial working capital available for acquisitions, the Company will, as
necessary, consider long-term debt or issuance of capital stock to finance a
sizable purchase.

     Approximately 89% of the Company's proved reserves are located in the
Midway-Sunset field in the San Joaquin Valley in California.  The majority of
these reserves are on properties owned in fee.  Net production from this
field in 1994 was 2.9 million barrels of oil equivalent (BOE) or 86% of total
1994 BOE production.  The Midway-Sunset field contains predominantly heavy
crude oil (under 20 degrees API gravity), the production of which depends
substantially on steam injection.  Berry utilizes primary, cyclic steaming
and steam flooding recovery methods in this field.  Production from other
fields utilize primary recovery methods.

     Berry operates substantially all of its principal oil producing
properties.  Field operations include the initial recovery of the crude oil
and its transport through treating facilities into storage tanks.  After the
treating process is completed, which includes removal of water and solids by
mechanical, thermal and chemical processes, the crude oil from the Midway-
Sunset, Montalvo and Rincon properties is metered through L.A.C.T. (Lease
Automatic Custody Transfer) facilities and transferred into crude oil
pipelines owned by other oil companies or transported by truck.













                                    3



Revenues

     The percentage of revenues by source for the prior three years is as
follows:

                                       1994    1993    1992
     Sales of oil and gas               95%     97%     96%
     Interest and other income           5%      3%      4%

     See Berry's Statements of Operations and accompanying Notes thereto.

Marketing

     The Company believes the market for its crude oil differs substantially
from the oil market in the remainder of the country.  Two key factors are
responsible for lower crude prices in California versus the Mid-Continent. 
The first is that the Company's crude oil is primarily lower gravity crude
oil and must be heated or blended for transport to refineries.  In general,
lower gravity crude oil results in lower yields of light products, such as
gasoline and kerosene, in low conversion refineries.  Additional processing,
such as coking and catalytic cracking, increases light product yields, but at
a higher capital cost per barrel of crude oil refined.  The refiner or crude
oil buyer generally pays lower prices for such crude oil, as reflected in
lower posted and spot prices.  The second factor is that current federal law
prohibits the export of Alaskan North Slope (ANS) crude oil to foreign
countries and, consequently, all ANS crude oil production must go to or by
the West Coast which reduces the price of both ANS and California crude oil. 
This federally mandated policy prevents free market prices on the West Coast. 
This policy results in California heavy crude price variations not consistent
with prevailing changes in market prices in other parts of the country, thus
making it difficult to hedge the Company's oil prices.  The Company continues
to be an advocate of lifting the ban on ANS exports so the Company and other
West Coast producers can receive a fair market price for their crude oil.

     While the Company continues to hold a license to export heavy crude oil,
it remains uneconomic to sell crude oil under the license.  This license has
been renewed annually since 1993 and is now scheduled to expire on December
31, 1995.  

     To provide additional market flexibility, the Company owns and operates
a blending facility located near its homebase properties.  The Company can
process up to approximately 5,000 barrels per day of heavy crude oil through
the facility.  The Company's heavy crude oil can be blended with lighter
crude oils and natural gasolines to produce a blended crude oil of
approximately 27 degree API gravity.  At times, this blending operation
allows the Company to improve the profit margin on the sale of its heavy
crude oil.  Blending also allows the Company to ship through common carrier
pipelines and sell directly to refiners in the Los Angeles basin, the San
Francisco Bay area and the Mid-Continent.  The Company suspended the blending
operations in December 1993 due to the high cost of natural gasoline, the
improved demand for the Company's 13 degree heavy crude oil, and the
narrowing margin between the posted price of the blended crude oil and the
heavy crude oil.  Although the Company sold its beginning crude oil inventory
in 1994, no blending occurred during the year.  The Company has the ability
to resume blending operations if warranted by market conditions.



                                     4
                                    

Environmental and Other Regulations

     The operations of Berry are affected in varying degrees by federal,
state, regional and local laws and regulations, including laws governing
allowable rates of production, well spacing, air emissions, water discharges,
endangered species, marketing, pricing, taxes and other laws relating to the
petroleum industry.  Berry is further affected by changes in such laws and by
constantly changing administrative regulations.

     Berry, as an owner and operator of oil and gas properties, is subject to
various federal, state, regional and local laws and regulations relating to
discharge of materials into, and protection of, the environment.  These laws
and regulations may, among other things, impose liability on the owner or the
lessee in the case of leased properties for the cost of pollution clean-up
resulting from operations, subject the owner or lessee to liability for
pollution damages, require suspension or cessation of operations in affected
areas, and impose restrictions on the injection of liquids into subsurface
aquifers that may contaminate groundwater.  Such regulation has increased the
length of time and cost of planning, designing, drilling, installing,
operating and abandoning the Company's oil and gas wells and other treating
facilities.  

     Environmental regulations have an increasing impact upon the Company's
operations.  The Company estimates that it spends approximately $.3 million
on technical and managerial time annually to comply with environmental
regulations.  In addition, the Company spent approximately $1.1 million for
capital projects, repairs and maintenance, and permits related to
environmental control facilities in 1994 and anticipates spending
approximately $.8 million for similar expenditures in 1995, with additional
expenditures required in future years.  The Company believes these  are
necessary business costs in the domestic oil and gas industry.  Although
environmental requirements do have a substantial impact upon the energy
industry, generally these requirements do not appear to affect Berry to any
greater or lesser extent than other companies in  California and in the
domestic industry as a whole.  In most cases, foreign produced crude oil
enjoys a competitive advantage since foreign environmental regulations of oil
producing regions are not nearly as stringent or comprehensive as in the
United States and particularly California.

     Berry's properties in the Rincon and Montalvo areas, particularly
facilities located offshore, have significant environmental risks due to
their location.  Oil leaks that occur offshore generally have a greater
environmental impact than those onshore.  In Berry's case, a small offshore
oil spill could immediately involve significant clean-up, regulatory
investigation and penalties, any or all of which could subject the Company to
a significant financial burden.  In addition to purchasing insurance to cover
certain environmental risks, the Company mitigates this exposure by the
development and implementation of emergency response and major oil spill
contingency plans and, at Rincon, for pipeline shipments only, has installed
an automatic emergency shut-down system which minimizes the potential
discharge from a pipeline rupture.  The Company maintains an on-site spill
containment boom and is a member of Clean Seas, an organization with
significant experience and resources to contain and minimize the effects of
an oil spill.



                                     5
                                   

     The Company experienced an oil spill due to a ruptured pipe on its West
Montalvo field in December 1993 which required cleanup of the area directly
around the pipe as well as the nearby ocean and an agricultural runoff pond. 
A regulatory investigation is proceeding and the Company is potentially
subject to fines and penalties (see Item 3. "Legal Proceedings" and Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"). 

     The Company notified the California Regional Water Quality Control Board
that it had discovered evidence of the presence of petroleum hydrocarbons in
the groundwater underlying the Rincon Facilities.  The Company initiated an
investigation to determine the boundaries of the affected groundwater.  The
investigation to date has shown that the contamination is below actionable
levels.  The Company will continue to monitor the situation and intends to
request a resolution of "no further action required" from the appropriate
review division.

     The Company is not aware of any unrecorded environmental claims existing
at December 31, 1994 which would have a material impact on the Company's
financial condition or results of operations.

Competition

     The oil and gas industry is highly competitive.  As an independent
producer, the Company does not own any refining or retail outlets.  It has
little control over the price it receives for its crude oil, and higher
costs, fees and taxes assessed at the producer level cannot necessarily be
passed on to the Company's customers.  In exploration and acquisition
activities, significant competition is faced since integrated companies,
independent companies and individual producers and operators are active
bidders for desirable oil and gas properties.  Although many of these
competitors have greater financial and other resources than the Company,
Management believes that it is in a position to compete effectively.

Employees

     The Company had 92 employees at December 31, 1994.

Oil and Gas Properties

     The Company spent a total of $1 million on property acquisitions, $4.7
million on development programs and $1.7 million on exploration programs in
1994.  The Company's 1995 budget for capital expenditures on development and
exploration activities during 1995 is $8.7 million.  As these activities are
influenced by numerous factors, many of which are outside the Company's
control, the actual expenditure level may vary considerably from budgeted
levels.

     The principal oil and gas producing properties of Berry are located in
Kern County and Ventura County, California.

     Homebase - Berry owns and operates working interests in thirteen
properties containing 905 acres located in the southern portion of the
Midway-Sunset field.  The Company estimates these properties account for
approximately 78% of the Company's proved oil and gas reserves and
approximately 77% of its current daily production on February 8, 1995.  These
properties rely on thermally enhanced oil recovery methods, primarily cyclic 

                                     6

steaming.  Nine of the thirteen properties are owned in fee and are not
burdened by royalties.  These nine properties accounted for approximately 71%
of Berry's average daily production during 1994 and represent 65% of the
Company's proved oil and gas reserves.  Berry has a 100% working interest in
all the Midway-Sunset properties it operates except one, where the Company
owns a 96.875% working interest.

     In December 1994, the Company purchased two adjacent properties totaling
152 acres which are included in the acreage and reserve totals above.  The 
properties are not currently producing, although a development program is
underway on one of the properties.

     Fairfield Properties - Berry owns and operates approximately 1,344 acres
in the northern portion of the Midway-Sunset field which account for
approximately 11% of the Company's proved oil and gas reserves and
approximately 10% of its daily production on February 8, 1995.  These
properties rely on thermally enhanced oil recovery methods, primarily cyclic
steaming and steam flooding.  Berry's interests consist of four fee
properties comprising 1,009 acres and six leases comprising 335 acres.

     McKittrick 21Z - Berry owns and operates 468 acres located near the
historic McKittrick townsite in Kern County, California which account for
approximately 3% of the Company's proved oil and gas reserves and less than
1% of its daily production on February 8, 1995.

     Rincon - Berry operates two private leases and four leases owned by the
State of California in the Rincon field in Ventura County, California.  These
leases entitle the Company to a 100% working interest in oil and gas wells
located on approximately 1,631 acres.  Berry estimates that its Rincon
properties currently account for 2% of its proved oil and gas reserves and
approximately 3% of its daily production on February 8, 1995.  These
properties rely on primary production methods.

     West Montalvo -  Berry owns 100% of the working interest in six leases
in Ventura County, California in the West Montalvo field.  Two of the six
leases are owned by the State of California.  The Company estimates current
proved reserves from West Montalvo account for approximately 5% of Berry's
proved oil and gas reserves.  Total production from these leases, containing
8,563 acres, represents approximately 8% of Berry's total current daily oil
and gas production on February 8, 1995.

     Other - The Company has interests in certain other properties located
primarily in California, Louisiana and Texas, which it estimates account for
less than 1% of the Company's proved oil and gas reserves and approximately
1% of the Company's total oil and gas production.

Development

     Homebase - South Midway-Sunset Field.  During 1994, 14 development wells
were drilled and 25 wells were deepened and/or repaired.  The objective of
this work was to maintain productive capacity and develop additional reserves
in the Company's single largest asset.  On the Ethel D property, one well was
hydraulically fractured and steam stimulated in an extension of a successful
program begun in 1993.


                                     7


     In December 1994, the Company purchased two adjacent properties,
increasing homebase reserves by 1.2 million barrels.  Development of the main
property will be undertaken in 1995 by the initial drilling of 5 to 10 wells.

     Two major cost saving programs were completed in 1994.  These were the
installation of a high voltage power substation and a produced water
recycling plant to supply water to the steam cogeneration plant.  These
projects are expected to reduce power costs and steam water supply costs.

     At December 31, 1992, the Company had an approximate 11% interest in
University Cogeneration Partners Ltd. 1985-1, a limited partnership, which
owns a cogeneration plant that sells steam to the Company.  The Company
purchases approximately 12,500 Bbls/day of steam from the facility which is
used in the steaming operations of the homebase properties.  As of December
1994, the Company increased its partnership interest to approximately 45%.

     Fairfield - North Midway-Sunset Field.  During 1994, the Company drilled
two wells in the Potter sand and one well in the Mya sand reservoir.  In
1993, seven wells were deepened and a steam drive project was initiated. 
While initial results were disappointing, the project was suspended prior to
maturity due to low crude oil prices.

     McKittrick - The Company initiated a Tulare zone steamflood in the first
quarter of 1993.  However, because of low oil prices for revenue and high gas
prices for steam generation cost, the steam drive project was shut-in during
1994 and is not expected to resume until the Company can achieve sustained
higher oil prices.

     Montalvo - Development, redrill and remedial well activity were postponed
in 1994 while the Company assessed and implemented facility improvements
following the late 1993 oil spill.  The program to return idle wells to
production is expected to resume in 1995.

     Rincon - Drilling of extended reach wells to develop proven reserves in
the western part of the field was deferred from 1994 to 1995 because of
marginal oil prices.

Exploration

     The Company participated in the drilling of four exploratory wells in
1994 in which it owned between 12.5% and 25% working interest in each well.

     California - One wildcat well was drilled and abandoned as a dry hole in
December 1994.

     Texas - A 3D Seismic survey was made of the Company's Tyler/Lexi
prospects and yielded a significant improvement in structural interpretation
to support the 1994-1995 exploration program.  Two 1993 discovery wells
became uneconomic due to a significant decline in production and were written
off in June 1994.  A new well in the prospect was prepared for spud at year
end.  The Company divested its interests in non-economic oil and gas
properties in East Texas during 1994.  These properties were previously
written down in 1993 by $2.9 million.





                                     8
                                     

     Louisiana - The Earl Chauvin #1, a 1993 discovery, started gas sales in
April 1994.  One exploratory well on another prospect was drilled and
abandoned as a dry hole in March 1994.

     Nevada - In 1994, two exploratory wells were drilled and abandoned as dry
holes.  The Company has four additional prospect wells to drill to fulfill a
six well multicompany exploratory program.

Oil and Gas Reserves

     Reserve Reports - The Company engaged DeGolyer and MacNaughton to
estimate the proved oil and gas reserves of the Company for the year ended
December 31, 1994 for all of the Company's properties and for the years ended
December 31, 1993 and 1992 for the Midway-Sunset field and certain properties
located in other fields.  The reserves for 1993 and 1992 for the Rincon and
Montalvo fields were prepared by Babson and Sheppard.  The reserves at
December 31, 1992 for the Colorado gas properties, which were sold in 1993,
were prepared by Reed W. Ferrill & Associates.  These three firms (the
Petroleum Engineers) were also asked to estimate the future net revenues to
be derived from such properties.  Each of the Petroleum Engineers is an
independent oil and gas reserve engineering firm. In preparing their
respective reports for December 31, 1994, 1993 or 1992, each Petroleum
Engineer reviewed and examined such geological, economic, engineering and
other data provided by the Company as considered necessary under the
circumstances applicable to each reserve report.  Each Petroleum Engineer
also examined the reasonableness of certain economic assumptions regarding
estimated operating and development costs and recovery rates in light of
economic circumstances as of December 31, 1994, 1993 and 1992.

     For the Company's operated properties, reserve estimates are filed
annually with the U.S. Department of Energy.  Refer to the Supplemental
information about oil and gas producing activities (unaudited) for the
Company's oil and gas reserve disclosures.

Production

     The following table sets forth certain information regarding production
for the periods indicated:
                                       Years ended December 31
                                         1994    1993    1992 

     Net Annual Production(1):
      Oil (Mbbls)                        3,250   3,617   3,683
      Gas (Mmcf)                           793     771   1,029
     Average Sales Price:
      Oil (per bbl)                     $11.61  $11.43  $12.83
      Gas (per mcf)                       1.87    1.96    1.83
     Average Production Cost (per bbl
      equivalent)(2)                      6.28    6.35    5.43

     (1)  Net production represents production owned by Berry and produced to
          its interest, less royalty and other similar interests.  All oil
          and gas produced, other than lease fuel needs, is sold at the well
          site.  Berry does not refine any of its production.

     (2)  Equivalent oil and gas information is at a ratio of six thousand
          cubic feet of natural gas to one barrel ("bbl") of oil.
                                     
                                     9

Acreage and Wells

     At December 31, 1994, the Company's properties accounted for the
following developed and undeveloped acres:

                                     Developed Acres  Undeveloped Acres
                                     Gross      Net     Gross      Net 

         California                  7,493     7,370     6,812    6,812
         Nevada                          -         -    56,768    9,461
         Texas                         840       277    10,812    3,508
         Other                       1,170       211       625      156
                                   _______   _______   _______  _______
                                     9,503     7,858    75,017   19,937
                                   =======   =======   =======  =======
  
     Gross acres represent all acres in which Berry has a working interest;
net acres represent Berry's aggregate working interests in the gross acres.

     Berry currently has 1,615 gross oil wells (1,601 net) and 23 gross gas
wells (7 net).  Gross wells represent the total number of wells in which
Berry has a working interest.  Net wells represent the number of gross wells
multiplied by the percentages of the working interests owned by Berry.  One
or more completions in the same bore hole are counted as one well.  Any well
in which one of the multiple completions is an oil completion is classified
as an oil well.

Drilling Activity

     The following table sets forth certain information regarding Berry's
drilling activities for the periods indicated:

                             1994            1993            1992   
                        Gross     Net   Gross     Net   Gross     Net
Exploratory Wells 
 Drilled:
  Productive (1)          0       0.0     3       0.7     1       0.3
  Dry (2)                 4       0.8     3       0.5     3       0.9
Development Wells
 Drilled:
  Productive (1)         14      14.0    18      18.0    25      25.0
  Dry (2)                 0       0.0     0       0.0     0       0.0
Total Wells Drilled:
  Productive (1)         14      14.0    21      18.7    26      25.3
  Dry (2)                 4       0.8     3       0.5     3       0.9

(1)  A productive well is a well that is not a dry well.

(2)  A dry well is a well found to be incapable of producing either oil or
     gas in sufficient quantities to justify completion as an oil or gas
     well. 
                              
As of March 6, 1995, one exploratory well was being drilled.




                                    10


Title and Insurance

     The Company is not aware of any defect in the title to any of its
principal properties.  Notwithstanding the absence of a recent title opinion
or title insurance policy, the Company believes it has satisfactory title to
these properties, subject to such exceptions as the Company believes are
customary and usual in the oil and gas industry and which the Company
believes will not materially impair its ability to recover the proved oil and
gas reserves or to obtain the resulting economic benefits.

     The oil and gas business can be hazardous, involving unforeseen
circumstances such as blowouts or environmental damage.  To address the
hazards inherent in the oil and gas business, the Company maintains a
comprehensive insurance program.


Item 3. Legal Proceedings

     On December 25, 1993, a crude oil spill was discovered on the Company's
West Montalvo Lease in Ventura County, California.  The Company estimates
that the total discharge was approximately 2,100 barrels.  The Company is
aware that certain governmental authorities are currently investigating the
circumstances surrounding the spill.  The Company paid $.6 million to settle
all potential state criminal claims against the Company in August 1994.  The
Company is working on dealing with all other potential matters, related
thereto.  As of the date of this report, no actions have been filed against
the Company in connection with the spill.

     The Company is in a dispute with University Cogeneration Partners Ltd,
1985-1, regarding certain costs related to the cogeneration facility
operations.  The Company is a minority owner of University Cogeneration
Partners Ltd, 1985-1, of which the major asset is the cogeneration facility
located on the Company's properties.  A Demand for Arbitration was filed
against the Company in early 1995 and the Company answered and filed a
counter Demand for Arbitration, which relates to costs and billings to the
Company.  While the outcome of these proceedings against the Company cannot
be predicted with certainty, Management does not expect these matters to have
a material adverse effect on the financial position or results of operations
of the Company.

     The information with respect to the issues before the U.S. Tax Court set
forth in Note 8 to the Company's financial statements under Item 8 is
incorporated herein by reference.


Item 4.  Submission of Matters to a Vote of Security Holders

None.










     
                                    11


                              EXECUTIVE OFFICERS

     Listed below are the names, ages (as of December 31, 1994) and positions
of the executive officers of Berry and their business experience during the
past five years.

     JERRY V. HOFFMAN, 45, President and Chief Executive Officer since May
1994 and President and Chief Operating Officer from March 1992 until May
1994.  Mr. Hoffman was added to the Board of Directors in March 1992.  Mr.
Hoffman held the Senior Vice President and Chief Financial Officer positions
from January 1988 until March 1992.  Mr. Hoffman, CPA, has held a variety of
other positions with the Company and its prior subsidiaries or successors
since February 1985.

     DONALD A. DALE, 48, Controller since December 1985.  Mr. Dale, CPA, was
the Controller for Berry Holding Company from September 1985 to December
1985.

     RALPH J. GOEHRING, 38, Chief Financial Officer since March 1992 and
Manager of Taxation from September 1987 until March 1992.  Mr. Goehring, CPA,
is also the Assistant Secretary for Berry Petroleum Company.

     CHESTER L. LOVE, 60, Vice President of Engineering since March 1994 and
Manager of Engineering from May 1992 to March 1994.  Mr. Love was previously
a Vice President of Consulting for Scientific Software-Intercomp from 1979 to
1992.

     KENNETH A. OLSON, 39, Corporate Secretary since December 1985 and
Treasurer since August 1988.  Mr. Olson, CPA, has held a variety of other
positions with the Company and its prior subsidiaries or successors since
July 1985.

     STEVEN J. THOMAS, 44, Manager of Production since March 1993 joined the
Company's engineering department in September 1992.  Mr. Thomas was an
engineering and petroleum consultant from 1990 to 1992 and was employed by
Chevron USA from 1979 to 1990 in various drilling, production and facilities
engineering positions.



















                                    12



                                 PART II


Item 5.  Market for the Registrant's Common Equity and Related Stockholder 
Matters
         
     Shares of Class A Common Stock (Common Stock) and Class B Stock, referred
to collectively as the "Capital Stock", are each entitled to one vote and 95%
of one vote, respectively.  Each share of Class B Stock is entitled to a
$1.00 per share preference in the event of liquidation or dissolution. 
Further, each share of Class B Stock is convertible into one share of Common
Stock at the option of the holder.  On December 31, 1991, the Company issued
382,629 shares of unregistered Class A Common Stock and $1,290,000 in cash in
exchange for all of the outstanding common stock of Surprise Oil Corporation. 
The Common Stock issued in the merger was registered in a Form S-3
Registration Statement in 1992 and subsequently deregistered in January 1994. 
Effective December 31, 1994, the Common Stock issued in the merger can be
sold by the shareholders without restriction.

     Between February 28, 1992 and June 30, 1992, the Company operated an odd-
lot purchase program whereby the Company offered to purchase at market price
the outstanding shares from holders of less than 100 shares of the Company's
Common Stock.  The buyback program purchased 10,211 shares from 522 odd-lot
shareholders of the Company.  In July 1992, the Company initiated the
repurchase of up to $5 million of its Class A Common Stock.  During 1992, a
total of 44,200 shares were purchased by the Company in the repurchase
program.  No additional shares were purchased in 1993 or 1994 in the
repurchase program, which has been suspended.

     In 1989, the Company adopted a Stockholder Rights Agreement and declared
a dividend distribution of one such Right for each outstanding share of
Capital Stock on December 22, 1989.  Each share of Capital Stock issued after
December 22, 1989 includes one Right.  The Rights expire on December 8, 1999. 
See Note 6 of Notes to the Financial Statements.

     The Company's Class A Common Stock is listed on the New York Stock
Exchange under the symbol "BRY".  The Class B Stock is not publicly traded. 
The market data and dividends for 1994 and 1993 are shown below:

                                                Cash
                      Low          High       Dividends
     1994 

First Quarter      $ 8          $  9 7/8      $    .10 
Second Quarter       8            10 3/4           .10 
Third Quarter        8 7/8        10 1/4           .10     
Fourth Quarter       9            11 3/8           .10 

     1993

First Quarter      $ 11 5/8     $ 13 1/2      $    .15
Second Quarter       11 3/4       14 1/4           .15
Third Quarter        10 7/8       13 1/4           .15
Fourth Quarter        8 1/8       11 3/4           .10 

     The number of holders of record of the Company's Common Stock and Class
B Stock as of March 6, 1995 was approximately 1,030 and 1, respectively.


                                    13



     The Company's dividend policy is for the Board of Directors to declare
and pay dividends quarterly in March, June, September and December.  The
dividend level may change as it is subject to Board approval, and such
approval is influenced by the price of crude oil, capital commitments and
satisfactory financial results.  Effective December 1993, the quarterly
dividend level was reduced 33% from $.15 per share to $.10 per share.

     Dividends declared on 4,415,000 shares of certain Common Stock are
restricted, whereby 37.5% of the dividends declared on these shares are paid
by the Company to the surviving member of a group of individuals, the B
group, for as long as this remaining member shall live.













































                                    14


<PAGE>15

Item 6.  Selected Financial Data

     The following table sets forth certain financial information with 
respect to the Company and is qualified in its entirety by reference to the 
historical financial statements and notes thereto of the Company included 
in Item 8, "Financial Statements and Supplementary Data".  The statement of 
operations and balance sheet data included in this table for each of the 
five years in the period ended December 31, 1994 was derived from the 
audited financial statements and the accompanying notes to those
financial statements.                                             

<TABLE>
<CAPTION>
                                                 1994       1993      1992      1991      1990
<S>                                           <C>        <C>       <C>       <C>       <C> 
Statement of Operations Data:
Operating revenues:
  Sales of oil and gas                        $ 39,451   $ 42,843  $ 49,598  $ 43,439  $ 53,664
  Blending, net                                     87        265    (1,262)   (1,156)      420

Operating costs (excluding DD&A 
    and exploratory dry hole costs)             21,224     23,790    20,931    20,575    20,208
General and administrative expenses
    (excluding DD&A)                             5,118      5,999     5,511     3,840     6,834
Depletion, depreciation & amortization (DD&A)    7,270      9,983     8,123     5,373     4,217
Net income (loss)                               (1,129)        32    10,115    16,597    17,656
Net income (loss) per share (1)                   (.05)         -       .46       .77       .82

Cash dividends per share                           .40        .55       .60       .60       .56
Weighted average number of shares outstanding   21,932     21,926    21,915    21,539    21,505

Balance Sheet Data:
Working capital                               $ 38,273   $ 40,418  $ 50,642  $ 54,420  $ 64,057
Shareholders' equity                            88,632     98,323   109,690   113,204   104,521
Total assets                                   118,254    135,159   140,140   145,594   130,554

Operating Data:
Capital expenditures                             6,934     13,983    12,180    14,028    13,617
Average sales price per barrel of oil            11.61      11.43     12.83     12.44     16.75
Average production cost per BOE                   6.28       6.35      5.43      6.03      6.34

Total Production:
    Oil (Bbls)                                   3,250      3,617     3,683     3,336     3,114
    Gas (Mcf)                                      793        771     1,029       466       439
Proved reserves:
    Oil (Bbls)                                  75,996     72,078    72,434    71,054    65,187
    Gas (Mcf)                                    6,530      5,476    10,003    11,772    20,264

(1) Less than $.01 per share in 1993. 

                                                    15

</TABLE>















<PAGE>16

Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of  Operations                                                 

     The following discussion provides information on the results of
operations for the three years ended December 31, 1994 and the financial
condition, liquidity and capital resources as of December 31, 1994, 1993 and
1992.  The financial statements of Berry and the notes thereto contain
detailed information that should be referred to in conjunction with this
discussion.

     The profitability of the Company's operations in any particular
accounting period will be directly related to the average realized prices of
oil and gas sold, the type and volume of oil and gas produced and the results
of development and exploration activities.  The average realized prices of
oil and gas will fluctuate from one period to another due to world market
conditions and other factors.  The California crude oil market is especially
sensitive since a significant portion of California's crude oil needs are met
by imports from Alaska.  The aggregate amount of oil and gas produced may
fluctuate based on development and exploration of oil and gas reserves
pursuant to current reservoir management plans.  Production rates, steam
costs and maintenance expenses are expected to be the principal influences on
operating costs.  Accordingly, the results of operations of the Company may
fluctuate from period to period based on the foregoing principal factors,
among others.

                           Results of Operations

     The Company incurred a net loss in 1994 of $1.1 million compared to net
income of $32,000 and $10.1 million in 1993 and 1992, respectively.

     The loss in 1994 was due primarily to three factors.  First, the Company
recorded $5.4 million of exploratory dryhole costs for certain properties
which the Company intends to abandon.  Second, the Company recorded an
impairment writedown in June 1994 of $2.9 million related to its Poso Creek
and Kern Front properties and a producing well at Rincon.  This impairment
was necessary due to low production, low estimated reserves and continued low
oil prices.  Third, the Company recorded an additional charge of $1.3 million
in June 1994 related to the December 1993 Montalvo oil spill.

                                         1994           1993           1992 

Production - BOE Per Day                 9,266         10,261         10,530   
Average Sales Price - Per BOE          $ 11.60        $ 11.43        $ 12.75
Operating Cost - Per BOE               $  6.28        $  6.35        $  5.43
Depreciation/Depletion - Per BOE       $  1.96        $  2.47        $  2.03

     Operating income from producing operations in 1994 was $11.6 million, up
17% from $9.9 million in 1993, but down 45% from $21.2 million in 1992.



         

                                     
                                    16    
                                      



     Production volumes declined 10% and 12% in 1994 from 1993 and 1992,
respectively, for a number of reasons.  First, in December 1993 the PRC 735
lease in the Montalvo field was shut in due to an oil spill and was not
brought back on production until April 1994.  Second, the Company shut in a
number of marginal wells and reduced the volume of steam injected in its
enhanced oil recovery operations where it was uneconomic to continue steaming
at the low price levels experienced in early 1994.  Third, the PRC 1466 lease
(Rincon Island) was shut down in January to replace an oil shipping line. 
This lease was not put back on production until July 1994.

     The average sales price in 1994 of $11.60 was slightly higher than the
$11.43 received in 1993, but down 9% from the $12.75 received in 1992.  Total
operating costs (excluding depletion, depreciation and amortization, "DD&A")
in 1994 were down 11% from 1993 and comparable to 1992.  The cost of steaming
wells represents the largest component of operating costs.  In 1994 the
Company reduced its steam injection in its homebase, Fairfield and McKittrick
properties a total of 24% and 15% from 1993 and 1992, respectively.  The
Company injected 13,676 bbls/day of steam in 1994 compared to 18,005 bbls/day
in 1993 and 16,129 bbls/day in 1992.

     DD&A of $1.96/BOE in 1994 was down 21% and 3% from 1993 and 1992,
respectively.  DD&A in 1994 was lower than in 1993 due primarily to the lower
depreciable basis resulting from the impairment and dryhole charges recorded
in the second quarter of 1994.  DD&A in 1993 was higher than in 1992 due to
the further development of certain of the Company's properties, which
resulted in a higher depreciable asset base, and higher depletion rates used
on certain of the Company's properties.

     To provide additional marketing flexibility for the Company's heavy
crude oil production, the Company owns and operates a blending facility
located near its homebase properties which can process up to approximately
5,000 barrels per day of heavy crude oil.  The Company's heavy crude oil can
be blended with lighter crude oil and natural gasolines to produce a blended
crude oil of approximately 27 degree API gravity.  Blending allows the
Company to ship through common carrier pipelines and sell directly to
refiners in the Los Angeles basin, the San Francisco Bay Area and the Mid-
Continent and, at times, improve the profit margin on the sale of its heavy
crude oil.

     The Company suspended the blending operations in December 1993 due to
the high cost of natural gasoline,the improved demand for the Company's heavy
crude oil, and the narrowing margin between the posted price of the blended
crude oil and the heavy crude oil.  The Company sold its beginning crude oil
inventory, but did not blend in 1994.  Blending operations will resume in the
future, if warranted by market conditions.  After deducting fixed expenses
including labor, line rental, insurance, DD&A, etc., blending and trading
operations resulted in a net loss of $.1 million in 1994.









                                     
                                    17


General

     Interest income declined to $1.6 million in 1994 from $1.9 million and
$2.8 million in 1993 and 1992, respectively, due primarily to lower average
invested cash balances.

     General and administrative expenses were $5.1 million in 1994, down 15%
and 7%, respectively, from $6 million and $5.5 million in 1993 and 1992.  The
reduction in 1994 was due primarily to lower payroll related costs and other
benefits from the Company's 1994 cost reduction activities and lower legal
fees.

     The Company's pre-tax losses incurred in 1994 and 1993 resulted in
effective tax benefits of 42% and 102% in 1994 and 1993, respectively,
compared to a 36% tax rate  in 1992.  The most important factor affecting
1994 and 1993 was the impact of certain tax benefits, primarily enhanced oil
recovery credits and percentage depletion as applied to the pre-tax losses.

Liquidity and Capital Resources

     Working capital at December 31, 1994 was $38.3 million, down 5% from
$40.4 million at December 31, 1993 and 24% from $50.6 million at December 31,
1992.  Working capital declined in 1994 because cash was used for capital
expenditures of $6.9 million and to pay dividends of $8.8 million ($.40 per
share).

     Cash flow provided by operating activities of $14.6 million was up 33%
from $11.0 million in 1993, but down 34% from $22.2 million in 1992.  Cash
flow was lower in 1994 and 1993 due to lower oil prices compared to 1992.  In
addition, cash flow in 1994 was negatively impacted by the decline in
production in 1994 compared to 1993 and 1992.  However, 1994 cash flow also
included $1.4 million in income tax refunds with no comparable amounts in
1993 and 1992.

     The Company has a $1 million Revolving Credit and Term Loan Agreement
with a major California bank.  There are no outstanding borrowings under this
line, and the Company believes it can borrow additional funds should the need
arise for future acquisitions or other corporate purposes.

     One of the Company's objectives each year is to replace the oil and gas
produced through acquisitions, exploration or further development of the
Company's existing properties.  At December 31, 1994, the total proved
reserves were 77.1 million BOE, up from 73.0 million BOE at December 31, 1993
and 74.1 million BOE at December 31, 1992.  Although the Company produced 3.4
million BOE in 1994, total proved reserves increased 6% from the beginning of
the year primarily due to higher oil prices, the acquisition of 1.2 million
barrels, and the further development of the Company's properties.  

     Environmental regulations have an increasing impact upon the Company's
operations.  The Company estimates that it spends approximately $.3 million
on technical and managerial time annually to comply with environmental
regulations.  In addition, the Company spent approximately $1.1 million for
capital projects, repairs and maintenance, and permits related to
environmental control facilities in 1994 and anticipates spending
approximately $.8 million for similar expenditures in 1995, with additional
expenditures required in future years.

                                     
                                    18


     The Company's 1995 capital budget is $9.3 million, up from $5.8 million
in 1994.  Of the 1995 budget, 59% relates to the development of the Midway
Sunset properties, 24% for development of the Rincon properties, 9% for
exploration and the remaining 8% for the development of other properties and
general projects.

     The Company continues to be an advocate for lifting the federal ban on
Alaska North Slope (ANS) export so the Company and other West Coast producers
can receive a fair market price for their crude oil.  Management believes the
likelihood of passage of legislation lifting the ban has been greatly
improved due to the change of members in both the U.S. Senate and House of 
Representatives and their approach to free trade issues.  If such legislation
were to become law, the Company could experience a noticeable improvement  in
the price the Company receives for its crude oil.  While the actual effect is
uncertain and governed by numerous factors outside the Company's control,
Management estimates the increase to be from $.75 to $1.50 per barrel.

Impact of Inflation

     The impact of inflation on the Company has not been significant in
recent years because of the relatively low rates of inflation experienced in
the United States.


































                                    19




I
tem 8.  Financial Statements and Supplementary Data

                          BERRY PETROLEUM COMPANY
                     Index to Financial Statements and
                             Supplementary Data


                                                                      Page

Report of Coopers & Lybrand L.L.P., Independent Accountants            21

Balance Sheets at December 31, 1994 and 1993                           22

Statements of Operations for the
  Years Ended December 31, 1994, 1993 and 1992                         23

Statements of Shareholders' Equity
  for the Years Ended December 31, 1994, 1993 and 1992                 24

Statements of Cash Flows for the
  Years Ended December 31, 1994, 1993 and 1992                         25

Notes to the Financial Statements                                      27

Supplemental Information About Oil & Gas Producing Activities          40


Financial statement schedules have been omitted since they are either not
required, are not applicable, or the required information is shown in the
financial statements and related notes.


























                                     
                                    20                    



                         REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
Berry Petroleum Company

We have audited the accompanying balance sheets of Berry Petroleum Company as
of December 31, 1994 and 1993, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1994.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Berry Petroleum Company as
of December 31, 1994 and 1993, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.



COOPERS & LYBRAND L.L.P.


/s/ Coopers & Lybrand L.L.P.

February 22, 1995

Los Angeles, California

















                                    
                                    21

                            BERRY PETROLEUM COMPANY
                               Balance Sheets
                          December 31, 1994 and 1993
                    (In Thousands Except Share Information)
 
                                                    1994         1993  
               ASSETS

Current assets:
 Cash and cash equivalents                       $   7,466    $   9,457
 Short-term investments available for sale          27,617       26,967
 Accounts receivable                                 9,471       16,089
 Deferred income taxes                               3,315        3,154
 Prepaid expenses and other                          1,073        1,872
                                                 _________    _________
    Total current assets                            48,942       57,539

Oil and gas properties (successful
 efforts basis), buildings and equipment, net       66,915       75,513
Other assets                                         2,397        2,107
                                                 _________    _________
                                                 $ 118,254    $ 135,159
                                                 =========    =========
     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:                        
 Accounts payable                                $   6,032    $  12,397
 Accrued liabilities - oil spill                     2,946        2,753
 Accrued liabilities - other                         1,691        1,971
                                                 _________    _________
    Total current liabilities                       10,669       17,121

Deferred income taxes                               18,953       19,715
                                                 _________    _________
                                                    29,622       36,836
                                                 _________    _________
Commitments and contingencies (Notes 7, 8 and 11)

Shareholders' equity:
 Preferred stock, $.01 par value;  
  2,000,000 shares authorized;
  no shares outstanding                                  -            -
 Capital stock, $.01 par value;
  Class A Common Stock,
   50,000,000 shares authorized;
   21,033,169 shares issued and outstanding            210          210
  Class B Stock, 1,500,000 shares authorized;
   898,892 shares issued and outstanding
   (liquidation preference of $899)                      9            9
Capital in excess of par value;                     52,852       52,641
Retained earnings                                   35,561       45,463
                                                 _________    _________
     Total shareholders' equity                     88,632       98,323
                                                 _________    _________
                                                 $ 118,254    $ 135,159
                                                 =========    =========
The accompanying notes are an integral part of these financial statements.

                                    22

                            BERRY PETROLEUM COMPANY
                           Statements of Operations
                 Years ended December 31, 1994, 1993 and 1992
                     (In Thousands Except Per Share Data)

                                               1994        1993        1992   

Revenues:
 Sales of oil and gas                        $ 39,451    $ 42,843    $ 49,598 
 Blending operations, net                          87         265      (1,262)
 Interest                                       1,616       1,893       2,812 
 Gain (loss) on sale of assets                    113      (1,100)          - 
 Other income, net                                 68         195         314 
                                             ________    ________    ________ 
                                               41,335      44,096      51,462 
                                             ________    ________    ________ 
Expenses:
 Operating costs                               21,224      23,790      20,931 
 Depreciation, depletion & amortization         7,270       9,983       8,123 
 Impairment of properties                       2,915       2,911           - 
 Oil spill costs                                1,344       2,004           - 
 Exploratory dry hole costs                     5,414         788          916 
 General and administrative                     5,118       5,999        5,511 
 Interest                                           -           -          107 
                                             ________    ________     ________ 
                                               43,285      45,475       35,588 
                                             ________    ________     ________ 

Income (loss) before income taxes              (1,950)     (1,379)      15,874 
Provision (benefit) for income taxes             (821)     (1,411)       5,759 
                                             ________    ________     ________ 
Net income (loss)                            $ (1,129)   $     32     $ 10,115 
                                             ========    ========     ======== 

Net income (loss) per share                  $   (.05)   $      -     $    .46 
                                             ========    ========     ======== 

Weighted average number of
shares of capital stock used
to calculate earnings per share                21,932      21,926       21,915 
                                             ========    ========     ======== 











The accompanying notes are an integral part of these financial statements.




                                    23


                            BERRY PETROLEUM COMPANY
                       Statements of Shareholders' Equity
                  Years Ended December 31, 1994, 1993 and 1992
                      (In Thousands Except Per Share Data)



                                           Capital in
                          Capital Stock     Excess of  Retained  Shareholders'
                        Class A    Class B  Par Value  Earnings     Equity

Balances at
 January 1, 1992       $    210    $     9   $ 52,458   $ 60,527    $113,204 

Stock retired                 -          -       (653)         -        (653)
Stock options
 exercised                    -          -        172          -         172 
Cash dividends
 declared -
  $.60 per share              -          -          -    (13,148)    (13,148)
Net income                    -          -          -     10,115      10,115 
                        _______    _______   ________   ________    ________ 
Balances at
 December 31, 1992          210          9     51,977     57,494     109,690 

Stock options
 exercised                    -          -        664          -         664 
Cash dividends
 declared -
 $.55 per share               -          -          -    (12,063)    (12,063)
Net income                    -          -          -         32          32 
                        _______    _______   ________   ________    ________ 
Balances at
 December 31, 1993          210          9     52,641     45,463      98,323 

Stock options                 -          -        211          -         211 
Cash dividends
 declared -
 $.40 per share               -          -          -     (8,773)     (8,773)
Net loss                      -          -          -     (1,129)     (1,129)
                       ________    _______   ________   ________    ________ 
Balances at
 December 31, 1994     $    210    $     9   $ 52,852   $ 35,561    $ 88,632 
                       ========    =======   ========   ========    ======== 










The accompanying notes are an integral part of these financial statements.


                                    24


                            BERRY PETROLEUM COMPANY
                            Statements of Cash Flows
                  Years Ended December 31, 1994, 1993 and 1992
                                (In Thousands)

                                                 1994       1993       1992   
Cash flows from operating activities:

 Net income (loss)                             $ (1,129)  $     32   $ 10,115 
 Depletion, depreciation and amortization         7,270      9,983      8,123 
 (Gain) loss on sale of assets                     (113)     1,100          - 
 Exploratory dryhole costs                        5,090        170        174 
 Impairment of properties                         2,915      2,911          - 
 Increase in deferred income tax liability         (762)     1,536      3,641 
 Other, net                                         504       (377)       (74)
                                               ________   ________   ________ 
  Net working capital provided
   by operating activities                       13,775     15,355     21,979 

(Increase) decrease in current assets other
 than cash, cash equivalents and short-term
 investments                                      7,256     (9,248)     5,771 
Increase (decrease) in current liabilities       (6,452)     4,850     (5,581)
                                               ________   ________   ________ 
Net cash provided by operating activities        14,579     10,957     22,169 
                                               ________   ________   ________ 

Cash flows from investing activities:

 Capital expenditures                            (6,934)   (13,983)   (12,180)
 Purchase of short-term investments             (30,524)   (15,560)   (38,330)
 Maturities of short-term investments            29,874     30,290     41,018
 Other, net                                        (213)      (197)       118 
                                               ________   ________   ________ 
Net cash used in investing activities          $ (7,797)  $    550   $ (9,374)
                                               ________   ________   ________ 






 











The accompanying notes are an integral part of these financial statements.



                                    25

                            BERRY PETROLEUM COMPANY
                      Statements of Cash Flows, Continued
                 Years Ended December 31, 1994, 1993 and 1992
                                (In Thousands)

                                                 1994       1993       1992 
Cash flows from financing activities:


 Dividends paid                                $ (8,773)  $(12,063)  $(13,148)
 Proceeds from exercise of stock options              -        664        172 
 Purchase and retirement of Company's
   common stock                                       -          -       (653)
 Other, net                                           -          -        (66)
                                               ________   ________   ________ 
Net cash used in financing activities            (8,773)   (11,399)   (13,695)
                                               ________   ________   ________ 
Net increase (decrease) in cash and
 cash equivalents                                (1,991)       108       (900)
Cash and cash equivalents at beginning
 of year                                          9,457      9,349     10,249 
                                               ________   ________   ________ 
Cash and cash equivalents at end
 of year                                       $  7,466   $  9,457   $  9,349 
                                               ========   ========   ======== 

Supplemental disclosures of cash
 flow information:

Interest paid                                  $      5   $      8   $    107 
                                               ========   ========   ======== 

Income taxes paid                              $    484   $    765   $  3,230 
                                               ========   ========   ======== 
 




















The accompanying notes are an integral part of these financial statements.

                                    
                                    26

                            BERRY PETROLEUM COMPANY

                       Notes to the Financial Statements

1.  Summary of significant accounting policies

Cash and cash equivalents

     Cash equivalents consist principally of commercial paper and money
market funds.  The Company considers all highly liquid investments purchased
with a remaining maturity of three months or less to be cash equivalents. 
Cash equivalents of $5,979,000 and $6,169,000 at December 31, 1994 and 1993,
respectively, are stated at cost, which approximates market.

Short-term investments

     All short-term investments are classified as available for sale.  Short-
term investments consist principally of United States treasury notes,
corporate notes, state and local municipal bonds and auction market preferred
stock with remaining maturities of more than three months at date of
acquisition.  Such investments are stated at cost, which approximates market. 
The Company utilizes specific identification in computing realized gains and
losses on investments sold.  For the three years ended December 31, 1994,
realized and unrealized gains and losses were insignificant to the financial
statements.  United States treasury notes with an aggregate market value of
$4,500,000 are pledged as collateral to the California State Lands Commission
(SLC) for the estimated future dismantlement, restoration and abandonment of
the Company's Rincon leases, and $550,000 of United States treasury notes are
pledged as collateral to the SLC as a performance bond on the Company's
Montalvo properties.

Oil and gas properties, buildings and equipment

     The Company accounts for its oil and gas exploration and development
costs using the successful efforts method.  Under this method, costs to
acquire mineral interests in oil and gas properties, to drill and complete
development wells and drill and complete exploratory wells that find proved
reserves are capitalized.  Exploratory dryhole costs and other exploratory
costs, including geological and geophysical costs, are charged to expense
when incurred.  The costs of carrying and retaining unproved properties are
also expensed when incurred.  Depletion of oil and gas producing properties
is computed using the units-of-production method.  The estimated costs, net
of salvage value, of plugging and abandoning oil and gas wells and related
facilities are accrued using the units-of-production method and are taken
into account in determining depletion, depreciation and amortization expense.

     Buildings and equipment are recorded at cost.  Depreciation is provided
on a straight-line basis over estimated useful lives ranging from 5 to 30
years for buildings and improvements and 3 to 10 years for machinery and
equipment.  When assets are sold, the applicable costs and accumulated
depreciation are removed from the accounts and any gain or loss is included
in income.  Expenditures for maintenance and repairs are expensed as
incurred.




                                    27



                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

1.  Summary of significant accounting policies (cont'd)

     The Company evaluates its oil and gas properties for impairment on a
field by field basis.  If it is determined through an internal engineering
study that the net realizable value of a producing property is lower than its
net book value, an impairment allowance will be recorded for the difference. 
In performing these studies, the Company uses standard industry techniques
and considers numerous factors, including but not limited to:  production
history, the Company's perception of future crude oil and natural gas prices
and lease operating expenses, estimated capital expenditures, and the
experience of the Company with the specific operations in the particular
field or geological area.

Income Taxes

     Income taxes are provided based on the liability method of accounting
pursuant to Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes".  The provision for income taxes is based on
pretax financial accounting income.  Deferred tax assets and liabilities are
recognized for the future expected tax consequences of temporary differences
between income tax and financial reporting and principally relate to
differences in the tax bases of assets and liabilities and their reported
amounts, using enacted tax rates in effect for the year in which differences
are expected to reverse.  If it is more likely than not that some portion or
all of a deferred tax asset will not be realized, a valuation allowance is
recognized.

Earnings per share

     Earnings per share is computed by dividing net income by the weighted
average number of capital shares and dilutive common stock equivalents, if
any, outstanding during the year.

Postretirement and post employment benefits

     The Company adopted SFAS No. 106, "Employers' Accounting for Post-
retirement Benefits Other Than Pensions" using the immediate recognition
method and SFAS No. 112, "Employers' Accounting for Postemployment Benefits,"
in 1993.  The impact of such adoption on the Company's financial statements
was immaterial.

Reclassifications

     Certain reclassifications have been made to the 1993 and 1992 financial
statements to conform with the 1994 presentation.







                                    


                                    28


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

2.  Fair value of financial instruments

     Financial instruments consist of cash and short-term investments, whose
carrying amounts are not materially different from their fair values because
of the short maturity of those instruments.  The Company's available-for-sale
short-term investments at December 31, 1994 consist primarily of United
States treasury notes (62%), corporate notes (27%), and municipal bonds and
auction market preferred stock (11%).  Of the short-term investments at
December 31, 1994, 47% mature in one year or less and 53% mature in 13 to 24
months.  The Company has no involvement with derivative financial
instruments.

3.  Concentration of Credit Risks

     The Company sells oil, gas and natural gas liquids to pipelines and
refineries.  Credit is extended based on an evaluation of the customer's
financial condition.  For the three years ended December 31, 1994 the Company
has experienced no credit losses on the sale of oil, gas and natural gas
liquids.

     The Company places its temporary cash investments with high credit
quality financial institutions and limits the amount of credit exposure to
any one financial institution.  For the three years ended December 31, 1994,
the Company has not incurred losses related to these investments.

     The following summarizes the accounts receivable balances at December
31, 1994 and sales activity with significant customers for each of the years
ended December 31, 1994, 1993 and 1992 (in thousands):

                          Accounts                      Sales                
                         Receivable         For the Year Ended December 31,
     Customer         December 31, 1994      1994        1993        1992

        A                $    710          $ 16,027    $ 16,747    $  4,286
        B                   1,040            11,319      11,686      20,136
        C                       -                 -           -       6,561
        D                       -                 -           -       4,966
                         ________          ________    ________    ________
                         $  1,750          $ 27,346    $ 28,433    $ 35,949
                         ========          ========    ========    ========
                                
   The loss of any of these customers could have a temporarily adverse
impact on the Company's revenues.










                                    29
                                    

                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements


4.  Oil and gas properties, buildings and equipment

Oil and gas properties, buildings and equipment consist of the following
at December 31 (in thousands):
                                                    1994              1993
Oil and gas:
  Proved properties:
    Producing properties, including
     intangible drilling costs                   $  56,216         $  59,978
    Lease and well equipment                        67,232            66,925
  Unproved properties                                  383               464
                                                 _________         _________
                                                   123,831           127,367
  Less accumulated depletion,
   depreciation and amortization                    59,909            55,221
                                                 _________         _________
                                                    63,922            72,146
                                                 _________         _________
Commercial and other:
  Land                                                 151               151
  Buildings and improvements                         3,806             3,785
  Machinery and equipment                            3,969             3,784
                                                 _________         _________
                                                     7,926             7,720
  Less accumulation depreciation                     4,933             4,353
                                                 _________         _________
                                                     2,993             3,367
                                                 _________         _________
                                                 $  66,915         $  75,513
                                                 =========         =========

     The following sets forth costs incurred for oil and gas property
acquisition, exploration and development activities, whether capitalized or
expensed (in thousands):
                                            1994         1993         1992

Acquisition of properties                $  1,023     $      -     $  2,311
Exploration                                 1,701        3,336        1,470
Development                                 4,678       10,958        9,286
                                         ________     ________     ________
                                         $  7,402     $ 14,294     $ 13,067
                                         ========     ========     ========











                                    30


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements


4.  Oil and gas properties, buildings and equipment (cont'd)


Results of operations from oil and gas producing and exploration activities

     The results of operations from oil and gas producing and exploration
activities (excluding blending operations, corporate overhead and interest
costs) for the three years ended December 31 are as follows (in thousands):

                                           1994        1993        1992

Sales to unaffiliated parties            $ 39,451    $ 42,843    $ 49,598 
Production costs                          (21,224)    (23,790)    (20,931)
Exploration expenses                       (5,414)       (788)       (916)
Depletion, depreciation and
 amortization                              (6,627)     (9,143)     (7,429)
                                         ________    ________    ________ 
                                            6,186       9,122      20,322 

Income tax expenses                        (1,723)     (2,225)     (7,373)
                                         ________    ________    ________ 
Results of operations from
  producing and exploration activities   $  4,463    $  6,897    $ 12,949 
                                         ========    ========    ======== 

     In 1994, the Company recorded an impairment writedown of $2.9 million
related to its Poso Creek and Kern Front properties and a producing well at
Rincon.  Similarly, in 1993 the Company recorded an impairment writedown of
$2.9 million related to certain properties in East Texas which were
subsequently transferred to another company in December 1994 at no gain or
loss to the Company. 

5.  Debt obligations

     The Company has a Revolving Credit and Term Loan Agreement (Agreement)
with a major California bank.  In June 1994 the Company decreased the amount
available under this Agreement from $5,000,000 to $1,000,000.  The funds from
this Agreement can be used for the acquisition of oil and gas properties,
other investments, letters of credit and general corporate purposes.  At
December 31, 1994, the Company had no outstanding borrowings or letters of
credit under the Agreement.

6.  Shareholders' equity

     Shares of Class A Common Stock (Common Stock) and Class B Stock,
referred to collectively as the "Capital Stock" are each entitled to one vote
and 95% of one vote, respectively.  Each share of Class B Stock is entitled
to a $1.00 per share preference in the event of liquidation or dissolution. 
Further, each share of Class B Stock is convertible into one share of Common
Stock at the option of the holder.

                                    
     
                                    31


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

6.  Shareholders equity (cont'd)

     In December 1989, the Company adopted a Stockholder Rights Agreement and
declared a dividend distribution of one Right for each outstanding share of
Capital Stock.  Each Right, when exercisable, entitles the holder to purchase
one one-hundredth of a share of a Series A Junior Participating Preferred
Stock, or in certain cases other securities, for $38.00.  The exercise price
and number of shares issuable are subject to adjustment to prevent dilution. 
The Rights would become exercisable, unless earlier redeemed by the Company,
10 days following a public announcement that a person or group has acquired,
or obtained the right to acquire, 20% or more of the outstanding shares of
Common Stock or, 10 business days following the commencement of a tender or
exchange offer for such outstanding shares which would result in such person
or group acquiring 20% or more of the outstanding shares of Common Stock,
either event occurring without the prior consent of the Company.

     The Rights will expire in December 1999 or may be redeemed by the
Company at 1 cent per Right prior to that date unless they have theretofore
become exercisable.  The Rights do not have voting or dividend rights, and
until they become exercisable, have no diluting effect on the earnings of the
Company.  250,000 shares of the Company's Preferred Stock have been
designated Series A Junior Participating Preferred Stock and reserved for
issuance upon exercise of the Rights.

     In July 1992, the Company authorized the repurchase of up to $5 million
of its Class A Common Stock.  During 1992, a total of 44,200 shares were
purchased by the Company.  No additional shares were purchased in 1993 or
1994.  On February 28, 1992, the Company initiated an odd-lot purchase
program whereby the Company offered to purchase the outstanding shares from
holders of less than 100 shares of the Company's Common Stock at market
price.  The odd-lot program, which ended in June 1992, resulted in the
purchase of 10,211 shares from 522 odd-lot shareholders of the Company.

     During 1994, 1993 and 1992, the Company issued -0-, 44,536, and 14,028
shares, respectively, through its Nonstatutory Stock Option Plan.

     Dividends declared on 4,415,000 shares of certain Common Stock are
restricted, whereby 37.5% of the dividends declared on these shares are paid
by the Company to the surviving member of a group of individuals, the B
Group, as long as this remaining member shall live.














                                    32


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

7.  Transactions with affiliates

University Cogeneration Partners, Ltd. 1985-1

     The Company increased its investment in University Cogeneration
Partners, Ltd. 1985-1, a limited partnership (the Cogeneration Partnership)
to an approximate 45% limited partner interest at December 31, 1994.  The
Cogeneration Partnership was formed in 1985 to finance the construction of a
cogeneration plant on the Company's properties.  The Company also committed
to purchase the steam generated by the plant and supply the natural gas to
fuel the plant.  At December 31, 1994 and 1993, the receivable due from the
Cogeneration Partnership for natural gas purchases, net of the steam sales to
the Company, was $820,000 and $997,000, respectively.  The investment of
$1,898,000 is accounted for at cost.  For the years ended December 31, 1994,
1993 and 1992, the Company recognized as revenue distributions from the
Cogeneration Partnership of $0, $72,085 and $146,000, respectively.

     The Company has committed to purchase the steam generated by the
Cogeneration Partnership through 1996 at a target cost which compares
favorably to the alternative cost of burning crude oil.  Amounts paid by the
Company for the steam in 1994, 1993 and 1992 were $4.6 million, $4.3 million
and $4.9 million, respectively.  To provide water to the cogeneration plant,
the Company committed to purchase a minimum of 18,000 barrels of water per
day in 1992 through 1994 and 6,333 barrels per day in 1995 from a water
district at a cost of $.045 per barrel.  Amounts paid by the Company for this
water in 1994, 1993 and 1992 were $.4 million, $.3 million and $.3 million,
respectively.

8.  Income taxes

     In the first quarter of 1992, the Company adopted SFAS No. 109.  The
Company previously followed SFAS No. 96.  There was no current or cumulative
effect of adoption on continuing operations.

     The provision (benefit) for income taxes consists of the following (in
thousands):

                                     1994           1993           1992  

          Current:                          
            Federal                $    158       $   (873)      $  2,497
            State                       (56)           (74)         1,052
                                   ________       ________       ________
                                        102           (947)         3,549

          Deferred:
            Federal                  (1,077)          (369)         1,664
            State                       154            (95)           546
                                   ________       ________       ________
                                       (923)          (464)         2,210
                                   ________       ________       ________
                                   $   (821)      $ (1,411)      $  5,759
                                   ========       ========       ========


                                    33


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

8.  Income taxes (cont'd)

     The current deferred tax assets and liabilities are offset and presented
as a single amount in the financial statements.  Similarly, the noncurrent
deferred tax assets and liabilities are presented in the same manner.  The
following table summarizes the components of the total deferred tax assets
and liabilities before such financial statement offsets.  The components of
the net deferred tax liability are as follows (in thousands):

                                                 Dec 31,         Dec 31,
                                                  1994            1993

Federal benefit of state taxes                 $   1,334       $   1,213 
Differences between financial reporting            
 and tax bases of assets acquired                  3,226           3,256 
Net operating loss carryforwards                   1,470           2,057 
Credit/deduction carryforwards                     3,037           1,935 
Other, net                                           712           1,073 
Valuation allowance                               (3,089)         (3,089)  
                                               _________       _________ 
Total deferred tax asset                           6,690           6,445 
                                               _________       _________ 

Depreciation and depletion                       (16,567)        (18,038)
State taxes, net                                  (3,795)         (3,641)
Other, net                                        (1,966)         (1,327)
                                               _________       _________ 

Total deferred tax liability                     (22,328)        (23,006)
                                               _________       _________ 

Net deferred tax liability                     $ (15,638)      $ (16,561)
                                               =========       ========= 




















                                    
                                    34



                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

8.  Income taxes (cont'd)

     A reconciliation of the Company's provision for income taxes and the
amount computed by applying the U.S. statutory federal income tax rate of 34%
to pretax income is as follows (in thousands):

                                              1994        1993        1992

Tax computed at 34%                         $   (663)   $   (469)   $  5,400 

Increase (decrease) in taxes resulting 
  from:
 
Asset acquisition/sale differences               394         637         (45)
Nontaxable income                               (171)       (323)       (154)
Percentage depletion                            (290)       (286)       (290)
State taxes, net                                  98        (113)      1,203 
Enhanced oil recovery, nonconventional
 fuel tax and alternative minimum
 tax credits                                    (406)     (1,199)       (506)
Other, net                                       217         342         151 
                                            ________    ________    ________ 
                                            $   (821)   $ (1,411)   $  5,759 
                                            ========    ========    ======== 

Effective Tax Rate                             (42.1)%    (102.3)%      36.3%
                                            ========    ========    ======== 

     The Company has $4.3 million of loss carryforwards which may be utilized
in future years to reduce the Company's federal income taxes.  The expiration
dates and amounts are as follows; 1999 - $.4 million, 2000 - $3.9 million. 
The Company also has approximately $2.5 million of various tax credits and
$1.6 million of statutory depletion carryforwards available to reduce future
federal income taxes.  If not fully utilized, certain enhanced oil recovery
tax credits of $1.4 million and $.6 million will expire in the years 2008 and
2009, respectively.  The other credits may be carried forward indefinitely.

     For the years ended December 31, 1987 through 1989, the Internal Revenue
Service (IRS) has proposed various adjustments with which the Company
disagrees.  One issue was settled and three issues went to trial in U.S. Tax
Court in April 1993.  These issues involved disputes related to 1) a
deduction upon expiration of a purchase option, 2) deductibility versus
capitalization of litigation costs defending the Company's fiduciary
responsibility, and 3) the appropriate IRC 382 limitation associated with a
change of ownership upon the stock purchase of an existing corporation.  In
1991, the Company paid under protest the proposed assessment of $1.1 million
relating to these issues.  The Company is awaiting the outcome of this  case,
which may also impact future years with respect to issues two and three
above.  The Company believes that adequate accruals have been provided for
all years.


                                    
                                    35


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements


9.  Stock option and stock appreciation rights plans

     The Company has a 1987 Nonstatutory Stock Option Plan (the NSO Plan) and 
a 1987 Stock Appreciation Rights Plan (the SAR Plan).  The NSO Plan provides
for the granting of options (Options) to purchase up to an aggregate of
700,000 shares of Common Stock.  The SAR Plan authorizes a maximum of 700,000
shares of Common Stock which may be subject to stock appreciation rights
(SARs).  Holders of SARs have the right upon exercise to receive a payment,
payable at the discretion of the Compensation Committee in cash or in shares
of Common Stock, equal to the amount by which the market price exceeds the
Base Price (as defined) with respect to the shares subject to such SARs on
the date of exercise.  The Base Price with respect to shares subject to SARs
still available for grant shall in no case be less than 80% of the fair
market value of such shares on the date of grant.  All Options and SARs are
granted at the discretion of the Board of Directors.  The term of each Option
or SAR may not exceed ten years from the date of grant.

     On December 2, 1994, the Board of Directors of the Company adopted,
subject to shareholder approval, the Berry Petroleum Company 1994 Stock
Option Plan (the 1994 Plan).  The 1994 Plan provides for the granting of
stock options to purchase up to an aggregate of 1,000,000 shares of Common
Stock.  All Options, with the exception of the formula grants to non-employee
directors, will be granted at the discretion of the Compensation Committee of
the Board of Directors.  The term of each Option may not exceed ten years
from the date the Option is granted.

     Included in general and administrative expenses is $0 in 1994, $(18,000)
in 1993 and $.2 million in 1992 for compensation expense related to the
Options and SARs granted to date.  The credit in 1993 was due to the decline
in the Company's stock price during that year.  Because the options issued on
December 2, 1994 were all issued at current market value, there is no
accounting charge to the Company in connection with the current Option
grants.  At December 31, 1994 and 1993, the accrued liabilities for the NSO
and SAR Plans are $.2 million and $.4 million, respectively.


















                                    36


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

9.  Stock option and stock appreciation rights plans (cont'd)
                                     
                                      1994                      1993        
                              Options      SARs         Options      SARs  
Balance outstanding,
 January 1                    142,941     69,020        413,902    213,300 
  Granted                     333,000          -              -          - 
  Exercised                         -     (5,380)      (270,961)  (142,980)
  Canceled/expired            (77,800)   (23,900)             -     (1,300)
                             ________   ________       ________   ________ 
Balance outstanding,
 December 31                  398,141     39,740        142,941     69,020 
                             ========   ========       ========   ======== 
Balance exercisable
 at December 31                65,141     39,740        142,941     57,800 
                             ========   ========       ========   ======== 
Available for future 
 grant                        860,800          -        116,000    283,960 
                             ========   ========       ========   ======== 
Exercise Price               $   9.80   $   9.80       $   9.80   $   9.80 
                             to 10.75   to 10.00       to 10.00   to 10.00 
                             ========   ========       ========   ======== 
Market price at date                    $  10.50                  $  11.63 
 of exercise                 $      -  to 10.875       $  13.13   to 13.13 
                             ========   ========       ========   ======== 

     During 1992 41,160 Options and 8,160 SARs were exercised at an exercise
price ranging from $9.80 to $10.00 and a market price ranging from $11.13 to
$12.88.

     On December 2, 1994, 300,000 Options were issued to certain key employees
at an exercise price of $10.75 per share which was the closing market price
of the Company's Class A Common Stock on the New York Stock Exchange on that
date.  The Options vest 25% per year for four years.  The 1994 Plan also
allows for Option grants to the Board of Directors under a formula plan
whereby all non-employee directors are eligible to receive Options.  On
December 2, 1994, an aggregate of 33,000 Options (3,000 Options each) were
issued to the eleven non-employee directors at an exercise price of $10.75
per share.  The Options granted to the non-employee directors vest
immediately.  The formula plan provides for the annual grant of 3,000 Options
to each non-employee director holding office on each December 2nd at the fair
market value on the date of grant.

     The Options granted on December 2, 1994 utilized all 193,800 remaining
Options from the 1987 Nonstatutory Stock Option Plan and 139,000 shares from
the 1994 Plan.  The Board of Directors adopted a resolution to terminate the
1987 Stock Appreciation Rights Plan without utilizing the 307,860 SARs which
were still available for issuance.  The 39,740 currently outstanding SARs are
still available for exercise under the original terms of issuance.






                                    37


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements
10. Retirement Plan

     The Company sponsors a defined contribution retirement or thrift plan
(401(k) Plan) to assist all employees in providing for retirement or other
future financial needs.  Employee contributions (up to 6% of their earnings)
are matched by the Company dollar for dollar.  Effective November 1, 1992,
the 401(k) Plan was modified to provide for increased Company matching of
employee contributions whereby Company matching contributions will range from
6% to 9% of eligible participating employee earnings, if certain financial
results are achieved.  For 1994, 1993 and 1992, all matching contributions
were at the 6% rate.  The Company's contributions to the 401(k) Plan were $.2
million in 1994, $.3 million in 1993 and $.3 million in 1992.

11. Oil Spill

     On December 25, 1993, the Company experienced a crude oil spill on its
PRC 735 State lease located in the West Montalvo field in Ventura County,
California.  The spill required clean-up of the area directly around the pipe
as well as the nearby ocean and an agricultural runoff pond.  Working closely
with the United States Coast Guard, the California Department of Fish and
Game, and other regulatory agencies, the Company substantially completed the
clean-up of the spill in January 1994.  Certain governmental authorities,
including the United States Coast Guard and the California Department of Fish
and Game, are currently investigating the circumstances surrounding the
spill.  The Company negotiated a resolution of the state criminal
investigation for a total of $600,000 in August 1994.  Investigations
continue regarding potential civil and federal criminal penalties, if any.

     Management believes the Company has an adequate amount of insurance
coverage for the majority of the costs associated with the spill and has 
received preliminary coverage letters from its insurance carriers tendering
coverage, subject to certain reservations.  Definitive determination will not
become known until some time in the future.  The Company estimates the total
cost of the spill, net of insurance reimbursement, to be a minimum of $3.3
million and a maximum of $5.1 million.  Since no other amount in the range is
more likely to occur, the minimum amount was expensed by the Company ($1.3
million in the second quarter of 1994 and $2 million in 1993).  The costs
incurred and estimated to be incurred in connection with the spill not yet
paid by the Company are included in accounts payable and accrued liabilities
at December 31, 1994, and the probable remaining minimum insurance
reimbursement is included in accounts receivable.  As of December 31, 1994,
the Company had received approximately $7.2 million under its insurance
coverage as reimbursement for costs incurred and paid by the Company
associated with the spill.











                                    38


                            BERRY PETROLEUM COMPANY
                       Notes to the Financial Statements

12. Quarterly financial data (unaudited)

     The following is a tabulation of unaudited quarterly operating results
for 1994 and 1993 (in thousands).  Certain reclassification have been made to
the 1993 columns to conform with the 1994 presentation.

                                           
                      Operating      Gross      Net Income   Net Income (Loss)
     1994              Revenues     Profit        (Loss)         Per Share

First Quarter         $   7,205    $     (18)    $    (598)     $    (.03)
Second Quarter            9,827       (5,916)(A)    (4,665)          (.21)
Third Quarter            11,640        4,602         2,609            .12 
Fourth Quarter           10,866        3,141         1,525            .07 
                      _________    _________     _________      _________ 
                      $  39,538    $   1,809     $  (1,129)     $    (.05)
                      =========    =========     =========      ========= 

     1993

First Quarter         $  10,980    $   2,361     $     753      $     .03 
Second Quarter           12,428        2,744           344            .02 
Third Quarter            11,016           14 (B)      (538)          (.02)
Fourth Quarter            8,684         (973)(C)      (527)          (.03)  
                      _________    _________     _________      _________ 

                      $  43,108    $   4,146     $      32      $       - 
                      =========    =========     =========      ========= 

(A)  Includes property impairment of $2.9 million and additional oil spill
     costs accrual of $1.3 million.

(B)  Includes property impairment of $2.9 million.

(C)  Includes accrual of oil spill costs of $2.0 million.

















                                    

                                    39

                            BERRY PETROLEUM COMPANY

Supplemental information about oil & gas producing activities (unaudited)

     The following estimates of proved oil and gas reserves, both developed
and undeveloped, represent interests owned by the Company located solely
within the United States.  Proved reserves represent estimated quantities of
crude oil and natural gas which geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from known
reservoirs under existing economic and operating conditions.  Proved
developed oil and gas reserves are the quantities expected to be recovered
through existing wells with existing equipment and operating methods.  Proved
undeveloped oil and gas reserves are reserves that are expected to be
recovered from new wells on undrilled acreage, or from existing wells for
which relatively major expenditures are required for completion.

     Disclosures of oil and gas reserves which follow are based on estimates
prepared primarily by independent engineering consultants for the three years
ended December 31, 1994.  Such estimates are subject to numerous
uncertainties inherent in the estimation of quantities of proved reserves and
in the projection of future rates of production and the timing of development
expenditures.  These estimates do not include probable or possible reserves.

Changes in estimated reserve quantities

     The net interest in estimated quantities of proved developed and
undeveloped reserves of crude oil and natural gas at December 31, 1994, 1993
and 1992, and changes in such quantities during each of the years then ended
were as follows (in thousands):

                           1994                1993               1992
                        Oil     Gas        Oil      Gas         Oil     Gas
                       Mbbls   Mmcf       Mbbls    Mmcf        Mbbls    Mmcf

Proved developed
 and undeveloped
 reserves:
 Beginning of year    72,078    5,476     72,434   10,003    71,054   11,772 
 Revision of pre-
  vious estimates      6,002    1,847      3,203   (5,735)    5,058   (1,943)
 Production           (3,250)    (793)    (3,617)    (771)   (3,683)  (1,029)
 Discoveries               -        -         58    1,979         -      109 
 Purchase of reserves
  in place             1,166        -          -        -         5    1,094 
                     _______  _______    _______  _______   _______  _______ 
 End of year          75,996    6,530     72,078    5,476    72,434   10,003 
                     =======  =======    =======  =======   =======  ======= 
Proved developed
 reserves:
 Beginning of year    62,261    4,810     65,516    6,797    58,514    7,359 
                     =======  =======    =======  =======   =======  ======= 
 End of year          62,718    4,727     62,261    4,810    65,516    6,797 
                     =======  =======    =======  =======   =======  ======= 




                                    40



                            BERRY PETROLEUM COMPANY

Supplemental information about oil & gas producing activities (unaudited)
(cont'd)

     Standardized measure of discounted future net cash flows from estimated
production of proved oil and gas reserves (in thousands):

     The standardized measure has been prepared assuming year-end sales
prices adjusted for fixed and determinable contractual price changes, year-
end costs and statutory income tax rates previously legislated, and a ten
percent annual discount rate.  No deduction has been made for depletion,
depreciation or any indirect costs such as general corporate overhead or
interest expense.

                                                 1994       1993      1992

Future cash inflows                          $ 960,412  $ 607,137 $ 874,966
Future production and development costs        317,735    473,903   486,751
Future income tax expenses                     213,225     37,332   139,445
                                             _________  _________ _________
Future net cash flows                          429,452     95,902   248,770

10% annual discount for estimated timing
 of cash flows                                 248,499     59,276   147,716
                                             _________  _________ _________

Standardized measure of discounted future
 net cash flows                              $ 180,953  $  36,626 $ 101,054
                                             =========  ========= =========

Average sales prices at December 31:

          Oil  ($/bbl)                       $   12.49  $    8.25 $   11.85
          Gas  ($/Mcf)                            1.78       2.18      1.53






















                                    41



                            BERRY PETROLEUM COMPANY

Supplemental information about oil & gas producing activities
(unaudited)(cont'd)

Changes in standardized measure of discounted future net cash flows from
proved oil and gas reserves (in thousands):

                                                1994       1993       1992

Standardized measure - beginning of year     $ 36,626    $101,054  $101,149 
                                             ________    ________  ________ 

Sales of oil and gas produced,
 net of production costs                      (18,227)    (18,697)  (27,282)
Revisions to estimates of proved reserves:
 Net changes in sales prices and
  production costs                            194,099    (110,914)    5,000 
 Revisions of previous quantity estimates      24,315       2,261    12,214 
 Change in estimated future development costs  (5,470)      6,751   (10,636)
Extensions, discoveries and improved recovery
  less related costs                                -       2,929         - 
Purchases of reserves in place                  3,815           -       328 
Development costs incurred during the period    4,678      10,958     9,285 
Accretion of discount                           4,602      15,555    15,450 
Income taxes                                  (68,416)     36,920    (2,064)
Other                                           4,931     (10,191)   (2,390)
                                             ________    ________  ________ 
Net increase (decrease)                       144,327     (64,428)      (95)
                                             ________    ________  ________ 
Standardized measure - end of year           $180,953    $ 36,626  $101,054 
                                             ========    ========  ======== 
























                                    42







I
tem 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     None


                                PART III


Item 10. Directors and Executive Officers of the Registrant

     The information called for by Item 10 is incorporated by reference from
information under the caption "Election of Directors" in the Company's
definitive proxy statement to be filed pursuant to Regulation 14A no later
than 120 days after the close of its fiscal year.  The information on
Executive Officers is contained in Part I of this Form 10-K.


Item 11. Executive Compensation

     The information called for by Item 11 is incorporated by reference from
information under the caption "Executive Compensation" in the Company's
definitive proxy statement to be filed pursuant to Regulation 14A no later
than 120 days after the close of its fiscal year.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information called for by Item 12 is incorporated by reference from
information under the caption "Voting Securities" and "Principal Shareholders
and Ownership by Management" in the Company's definitive proxy statement to
be filed pursuant to Regulation 14A no later than 120 days after the close of
its fiscal year.

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons beneficially owning
greater than ten percent of the outstanding Shares, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission.  Based solely on a review of the copies of such forms furnished
to the Company, or written representations that no Form 5 was required, the
Company believes that all Section 16(a) filing requirements were complied
with, except that one report for one transaction was filed late by Mr.
Bryant.


Item 13.  Certain Relationships and Related Transactions

     The information called for by Item 13 is incorporated by reference from
information under the caption "Certain Relationships and Related
Transactions" in the Company's definitive proxy statement to be filed
pursuant to Regulation 14A no later than 120 days after the close of its
fiscal year.





                                    
                                    43




                                PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

A.   Financial Statements and Schedules

     See Index to Financial Statements and Supplementary Data in Item 8.

B.   Reports on Form 8-K

     None

C.   Exhibits

Exhibit No.                     Description of Exhibit                    Page

3.1*           Registrant's Restated Certificate of Incorporation
               (filed as Exhibit 3.1 to the Registrant's Registration
               Statement on Form S-1 filed on June 7, 1989, File No.
               33-29165)
3.2*           Registrant's Restated Bylaws (filed as Exhibit 3.2 to
               the Registrant's Registration Statement on Form S-1 on
               June 7, 1989, File No. 33-29165)
3.3*           Registrant's Certificate of Designation, Preferences and
               Rights of Series A Junior Participating Preferred Stock
               (filed as Exhibit 3.3 to the Annual Report on Form 10-K
               for the year ended December 31, 1989, File No. 0-11708)
4.1*           Rights Agreement between Registrant and Bank of America
               dated as of December 8, 1989 (filed as Exhibit 1 to Form
               8-K filed on December 20, 1989, File No. 0-11708)
10.1*          Description of Cash Bonus Plan of Berry Petroleum Company
               (filed as Exhibit 10.7 to the Annual Report on Form 10-K
               for the year ended December 31, 1990, File No. 1-9735)
10.2*          Energy Supply Agreement dated January 18, 1985, as amended
               by and between Registrant and University Cogeneration, Inc.
               (filed as Exhibit 10.10 to the Registration Statement on
               Form S-4 filed on April 7, 1987, File No. 33-13240)
10.3*          Salary Continuation Agreement dated as of March 20, 1987,
               as amended August 28, 1987, by and between Registrant 
               and Jerry V. Hoffman (filed as Exhibit 10.11 to the
               Registration Statement on Form S-1 filed on June 7, 1989,
               File No. 33-29165)
10.4*          Form of Salary Continuation Agreements dated as of March 20, 
               1987, as amended August 28, 1987, by and between Registrant 
               and selected employees of the Company (filed as Exhibit 10.12
               to the Registration Statement on Form S-1 filed on June 7,
               1989, File No. 33-29165)
10.5*          Instrument for Settlement of Claims and Mutual Release by
               and among Registrant, Victory Oil Company, the Crail Fund
               and Victory Holding Company effective October 31, 1986
               (filed as Exhibit 10.13 to Amendment No. 1 to the    
               Registrant's Registration Statement on Form S-4 filed on
               May 22, 1987, File No. 33-13240)

                                    

                                    44

C.   Exhibits (cont'd)

Exhibit No.                     Description of Exhibit                     Page

10.6*          1987 Nonstatutory Stock Option Plan and 1987 Stock
               Appreciation Rights Plan as amended March 18, 1988
               (filed as Exhibit 10.14 in Registrant's Registration
               Statement on Form S-8 filed on July 28, 1988, File
               No. 33-23326)
10.7*          Service Contract by and between Registrant and Pride
               Petroleum Services, Inc. dated November 1, 1989 (filed
               as Exhibit 10.23 to the Registrant's Annual Report on
               Form 10-K for the year ended December 31, 1989, File
               No. 0-11708)
10.8           1994 Stock Option Plan                                        47 
23.1           Consent of Coopers & Lybrand L.L.P.                           65 
23.2           Consent of Babson and Sheppard                                66 
23.3           Consent of Reed W. Ferrill & Associates                       67 
23.4           Consent of DeGolyer and MacNaughton                           68 
27. **         Financial Data Schedule                                       69 
99.1           Undertaking for Form S-8 Registration Statement               70 
99.2*          Form of Indemnity Agreement of Registrant (filed as
               Exhibit 28.2 in Registrant's Registration Statement
               on Form S-4 filed on April 7, 1987, File No. 33-13240)
99.3*          Form of "B" Group Trust (filed as Exhibit 28.3 to
               Amendment No. 1 to Registrant's Registration Statement
               on Form S-4 filed on May 22, 1987, File No. 33-13240)


*  Incorporated by reference
** Included in the Company's electronic filing on EDGAR


























                                     
                                    45

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized on March 17, 1995.

                            BERRY PETROLEUM COMPANY



/s/ JERRY V. HOFFMAN   /s/ RALPH J. GOEHRING          /s/ DONALD A. DALE
JERRY V. HOFFMAN       RALPH J. GOEHRING              DONALD A. DALE
President and Chief    Chief Financial Officer        Controller (Principal
Executive Officer      (Principal Financial Officer)  (Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates so indicated.

     Name                        Office                      Date


/s/ Harvey L. Bryant       Chairman of the Board and      March 17, 1995
Harvey L. Bryant           Director

/s/ Jerry V. Hoffman       President, Chief Executive     March 17, 1995
Jerry V. Hoffman           Officer and Director           

/s/ Benton Bejach          Director                       March 17, 1995
Benton Bejach

/s/ William F. Berry       Director                       March 17, 1995
William F. Berry

/s/ Gerry A. Biller        Director                       March 17, 1995
Gerry A. Biller

/s/ Ralph B. Busch, Jr.    Director                       March 17, 1995
Ralph B. Busch, Jr.

/s/ William E. Bush, Jr.   Director                       March 17, 1995
William E. Bush, Jr.

/s/ William B. Charles     Director                       March 17, 1995
William B. Charles

/s/ Richard F. Downs       Director                       March 17, 1995
Richard F. Downs

/s/ John A. Hagg           Director                       March 17, 1995
John A. Hagg

/s/ Thomas J. Jamieson     Director                       March 17, 1995
Thomas J. Jamieson

/s/ Roger G. Martin        Director                       March 17, 1995
Roger G. Martin


                                    46





                              

                              EXHIBIT A
                               
                       BERRY PETROLEUM COMPANY
                       1994 STOCK OPTION PLAN


                              ARTICLE I

                           PURPOSE OF PLAN

     The purpose of this Plan is to promote the growth and

profitability of the Company and other Participating Companies by

providing, through the ownership of Options, incentives to

attract and retain highly talented persons to provide managerial,

administrative and other specialized services to the Company and

other Participating Companies and to motivate such persons to use

their best efforts on behalf of the Company and other

Participating Companies.

                            ARTICLE II
      
                           DEFINITIONS

      For purposes of this Plan, the following terms shall have

the meanings set forth in this Article II:

     2.1  Accrued Installment.  The term "Accrued Installment"

shall mean any vested installment of an Option.

     2.2  Board.  The term "Board" shall mean the Board of

Directors of the Company.

     2.3  Committee.  The term "Committee" shall mean the

Compensation Committee, or a successor committee, appointed by

the Board and constituting not less than two members of the

Board, each of whom is a Disinterested Person.



                                
                                A-1

                           EXHIBIT 10.8



     2.4  Company.  The term "Company" shall mean Berry Petroleum

Company, a Delaware corporation, or any successor thereof.

     2.5  Director.  The term "Director"
 shall mean a member of

the Board, or a member of the board of directors of any

Participating Company.

     2.6  Disinterested Person.  The term "Disinterested Person"

shall mean any person defined as a Disinterested Person in Rule

16b-3 of the Securities and Exchange Commission as amended from

time to time and as promulgated under the Exchange Act.

     2.7  Effective Date.  The term "Effective Date" shall mean

December 2, 1994.

     2.8  Eligible Person.  The term "Eligible Person" shall

mean, except as provided in Section 3.1, any full-time or part-

time employee, officer or Director of any Participating Company.

     2.9  Exchange Act.  The term "Exchange Act" shall mean the

Securities Exchange Act of 1934, as amended.

     2.10 Fair Market Value.  The term "Fair Market Value" shall

mean the closing sale price on the trading day in question of the

Shares on the Composite Tape for New York Stock Exchange Listed

Stocks, or, if the Shares are not quoted on the Composite Tape,

on the New York Stock Exchange, or, if the Shares are not listed

on such Exchange, on the principal United States securities

exchange on which the Shares are listed, or, if the Shares are

not listed on any such exchange, the closing bid quotation with

respect to the Shares on the trading day in question on the

National Association of Securities Dealers, Inc. Automated

Quotations Systems or any similar system then in use, or if no 



                               A-2
                              

such quotation is available, the fair market value on the date in

question of the Shares as determined in good faith by the

Committee.  If the day in question is not a trading day, the

determination of Fair Market Value shall be made as of the

nearest preceding trading day.

     2.11 Option.  The term "Option" shall mean a nonstatutory

option to acquire Shares granted under this Plan.

     2.12 Optionee.  The term "Optionee" shall mean an Eligible

Person who has been granted an Option. 

     2.13 Parent Corporation.  The term "Parent Corporation"

shall mean a corporation as defined in Internal Revenue Code

Section 424(e) or any successor thereto.

     2.14 Participating Company.  The term "Participating

Company" shall mean the Company and any Parent Corporation or

Subsidiary Corporation of the Company.

     2.15 Plan.  The term "Plan" shall refer to the Company's

1994 Stock Option Plan.

     2.16 Shares.  The term "Shares" shall mean shares of the

Company's Class A Common Stock, $.01 par value, and may be

unissued shares or treasury shares or shares purchased for

purposes of this Plan.

     2.17 Subsidiary Corporation.  The term "Subsidiary

Corporation" shall mean a corporation as defined in Internal

Revenue Code Section 424(f) or any successor thereto.

     2.18 Terminating Transaction.  The term "Terminating

Transaction" shall mean any of the following events:  (a) the 





                               A-3



dissolution or liquidation of the Company; (b) a reorganization,

merger or consolidation of the Company with one or more other

corporations as a result of which the Company goes out of

existence or becomes a subsidiary of another corporation (which 

shall be deemed to have occurred if another corporation shall

own, directly or indirectly, over eighty percent (80%) of the

aggregate voting power of all outstanding equity securities of

the Company); (c) a sale of all or substantially all of the

Company's assets; or (d) a sale of the equity securities of the

Company representing more than eighty percent (80%) of the

aggregate voting power of all outstanding equity securities of

the Company to any person or entity, or any group of persons and

entities acting in concert.

     2.19 Termination Date.  The term "Termination Date" shall

mean December 2, 2004.

     2.20 Total Disability.  The term "Total Disability" shall

mean a permanent and total disability as that term is defined in

Internal Revenue Code Section 22(e)(3) or any successor thereto.

                           ARTICLE III

           ADMINISTRATION OF PLAN; GRANT TO DIRECTORS

     3.1  Administration by the Committee.  This Plan shall be

administered by the Compensation Committee of the Board, or its

successor (the "Committee").  Subject to the provisions of this

Plan document, the Committee shall have full and absolute power

and authority in its sole discretion to (i) determine which

Eligible Persons shall receive Options, (ii) determine the time

when Options shall be granted, (iii) determine the terms and 



                               A-4



conditions, not inconsistent with the provisions of this Plan, of

any Option granted hereunder, (iv) determine the number of shares

subject to or covered by each Option, and (v) interpret the

provisions of this Plan and of any Option granted under this

Plan.  A member of the Committee shall not be an Eligible Person,

and shall not have been an Eligible Person at any time within one

(1) year prior to appointment to the Committee.  Except as

otherwise provided herein or otherwise permitted by Rule 16b-

3(c)(3) of the Exchange Act, during said one (1) year prior to

such appointment, no member of the Committee shall have been

eligible to acquire stock, stock options or stock appreciation

rights under any plan of the Company.

     3.2  Grant to Non-employee Directors.  All non-employee

Directors of the Company holding office on December 2, 1994,

shall receive a grant of 3,000 Options, conditioned upon the

receipt of Shareholder Approval at the 1995 Annual Meeting of

Shareholders.  For the duration of the 1994 Plan, each non-

employee Director holding office on December 2nd of each year

shall automatically receive a grant of 3,000 Options.  The above

referenced Options to non-employee Directors shall be granted

upon the following terms and conditions:

          (a)  The exercise price of the Options shall be Fair

Market Value on the date of grant.

          (b)  The Options shall vest immediately upon grant.
   
          (c)  This "formula" grant to non-employee Directors

shall not be amended more than once every (6) six months, other

than to comport with changes in the Internal Revenue Code, the 




                               A-5


Employee Retirement Income Security Act or the rules thereunder.

     3.3  Rules and Regulations.  The Committee may adopt such

rules and regulations as the Committee may deem necessary or

appropriate to carry out the purposes of this Plan and shall have

authority to take all action necessary or appropriate to

administer this Plan.

     3.4  Binding Authority.  All decisions, determinations,

interpretations, or other actions by the Committee shall be

final, conclusive, and binding on all Eligible Persons,

Optionees, Participating Companies and any successors-in-interest

to such parties.

                           ARTICLE IV

           NUMBER OF SHARES AVAILABLE UNDER THIS PLAN

     The maximum aggregate number of Shares which may be optioned

and sold under this Plan is 1,000,000 Shares. In the event that

Options granted under this Plan shall for any reason terminate,

lapse, be forfeited, or expire without being exercised, the 

Shares subject to such unexercised Options may again be subjected

to Options under this Plan.  In any event, however, no Option may

be granted hereunder if the sum of Shares subject to such Option

and the number of Shares subject to unexpired Options previously

granted hereunder (or subject to unexercised options or stock

appreciation rights under any other stock option or stock

appreciation right plan of the Company) would exceed twenty

percent (20%) of the total shares of voting stock outstanding at

such time.




                               A-6




                            ARTICLE V

                          TERM OF PLAN

     This Plan shall be effective as of the Effective Date and

shall terminate on the Termination Date.  No Option may be

granted hereunder after the Termination Date.

                           ARTICLE VI

                          OPTION TERMS

     6.1  Form of Option Agreement.  Any option granted under

this Plan shall be evidenced by an agreement ("Option Agreement")

in such form as the Committee, in its discretion, may from time

to time approve.  Any Option Agreement shall contain such terms

and conditions as the Committee may deem, in its sole discretion,

necessary or appropriate and which are not inconsistent with the

provisions of this Plan.

     6.2  Vesting and Exercisability of Options.  Subject to the

limitations set forth herein and/or in any applicable Option

Agreement entered into hereunder, Options granted under this Plan

shall vest and be exercisable in accordance with the rules set 

forth in this Section 6.2:

          a.  General.  Subject to the other provisions of this

Section 6.2, Options shall vest and become exercisable at such

times and in such installments as the Committee shall provide in

each individual Option Agreement.  Notwithstanding the foregoing,

the Committee may in its sole discretion accelerate the time at

which an Option or installment thereof may be exercised.  Unless

otherwise provided in this Section 6.2 or in the Option Agreement 




                               A-7




pursuant to which an Option is granted, an Option may be

exercised when Accrued Installments accrue as provided in such

Option Agreement and at any time thereafter until, and including,

the Option Termination Date (as defined below).

          b.  Termination of Options.  All installments and

Options shall expire and terminate on such date as the Committee

shall determine ("Option Termination Date"), which in no event

shall be later than ten (10) years from the date on which such

Option was granted.

          c.  Termination of Eligible Person Status Other Than by

Reason of Death or Disability.  In the event that the employment

of an Eligible Person with a Participating Company is terminated

for any reason (other than by reason of death or Total

Disability), any installments under an Option held by such

Eligible Person which have not accrued as of such termination

date shall expire and become unexercisable as of such termination

date.  Except as otherwise provided herein, in the event that an

Eligible Person who is a Director terminates his directorship or 

otherwise ceases to be a Director for any reason (other than by

reason of death or Total Disability), any installments under an

Option held by such Eligible Person which have not accrued as of

the directorship termination date shall expire and become

unexercisable as of the directorship termination date.  All

Accrued Installments as of the employment termination date and/or

the directorship termination date shall remain exercisable only

within such period of time as the Committee may determine, but in

no event shall any Accrued Installments remain exercisable for a 



                               A-8



period in excess of three (3) months following such termination

date or for a period in excess of the original Option Termination

Date, whichever is earlier.  For purposes of this Plan, an

Eligible Person who is an employee or Director of any

Participating Company shall not be deemed to have incurred a

termination of his employment or his directorship (whichever may

be applicable) so long as such Eligible Person is an employee or

Director (whichever may be applicable) of any Participating

Company.

          d.  Leave of Absence.  In the case of any employee on

an approved leave of absence, the Committee may make such

provision respecting continuance of any Options held by the

employee as the Committee deems appropriate in its sole

discretion, except in no event shall an Option be exercisable

after the original Option Termination Date.

          e.  Death or Total Disability of Eligible Person.  In

the event that the employment or directorship of an Eligible

Person with a Participating Company is terminated by reason of 

death or Total Disability, any unexercised Accrued Installments

of Options granted hereunder to such Eligible Person shall expire

and become unexercisable as of the earlier of:

                (1)  The applicable Option Termination Date, or

                (2)  The first anniversary of the date of

termination of the employment or directorship of such Eligible

Person by reason of the Eligible Person's death or Total

Disability.  Any such Accrued Installments of a deceased Eligible

Person may be exercised prior to their expiration only by the 



                               A-9                       
                               


person or persons to whom the Eligible Person's Option rights

pass by will or the laws of descent and distribution.  Any Option

installments under such a deceased or disabled Eligible Person's

Option that have not accrued as of the date of the termination of

employment, or directorship due to death or Total Disability

shall expire and become unexercisable as of such termination

date.

          f. Termination of Affiliation of Participating Company. 

Notwithstanding the foregoing provisions of this section, in the

case of an Eligible Person who is an employee or Director of a

Participating Company other than the Company, upon an Affiliation

Termination (as defined herein) of such Participating Company

such Eligible Person shall be deemed (for all purposes of this

Plan) to have incurred a termination of his employment or

directorship with such Participating Company for reasons other

than death or Total Disability, with such termination to be

deemed effective as of the effective date of said Affiliation

Termination.  As used herein the term "Affiliation Termination"

shall mean, with respect to a Participating Company, the

termination of such Participating Company's status as a

Participating Company (as defined herein) with respect to the

Company.

     6.3  Options Not Transferable.  Options granted under this

Plan may not be sold, pledged, hypothecated, assigned,

encumbered, gifted or otherwise transferred or alienated in any

manner, either voluntarily or involuntarily or by operation of

law, other than by will or the laws of descent and distribution,



                              A-10



and (except as specifically provided to the contrary in Section

6.2(e) hereof) may be exercised during the lifetime of an

Optionee only by such Optionee.

     6.4  Restrictions on Issuance of Shares. 

          a.  No Shares shall be issued or delivered upon

exercise of an Option unless and until there shall have been

compliance with all applicable requirements of the Securities Act

of 1933, all applicable listing requirements of any market or

securities exchange on which the Company's Common Stock is then

listed, and any other requirements of law or of any regulatory

body having jurisdiction over such issuance and delivery.  The

inability of the Company to obtain any required permits,

authorizations or approvals necessary for the lawful issuance and

sale of any Shares hereunder on terms deemed reasonable by the

Committee shall relieve the Company, the Board, and the Committee

of any liability in respect of the nonissuance or sale of such

Shares as to which such requisite permits, authorizations or

approvals shall not have been obtained.

          b.  As a condition to the granting or exercise of any

Option, the Committee may require the person receiving or

exercising such Option to make any representations and warranties

to the Company as may be required or appropriate under any

applicable law or regulation, including, but not limited to, a

representation that the Option or Shares are being acquired only

for investment and without any present intention to sell or

distribute such Option or Shares, if such a representation is 





                              A-11



required under the Securities Act of 1933 or any other applicable

law, rule or regulation.

          c.  The exercise of any Option under this Plan is

conditioned on approval of this Plan, within twelve (12) months

of the adoption of this Plan by the Board, by (i) the vote of the

holders of a majority of the outstanding securities of the

Company present, or represented, and entitled to vote at a

meeting duly held in accordance with applicable law, or (ii) the

written consent of the holders of a majority of the securities of

the Company entitled to vote if the requirements of Rule 16b-

3(b)(2) promulgated under the Exchange Act are otherwise

satisfied.  In the event such shareholder approval is not

obtained within such time period, any Options granted hereunder

shall be void.

     6.5  Option Adjustments.

          a.  If the outstanding Shares are increased, decreased,

changed into or exchanged for a different number or kind of

shares of the Company through reorganization, recapitalization,

reclassification, stock dividend, stock split or reverse stock 

split, an appropriate and proportionate adjustment shall be made

in the number or kind of shares, and the per-share Option price

thereof, which may be issued in the aggregate and to any

individual Optionee under this Plan upon exercise of Options

granted under this Plan; provided, however, that no such

adjustment need be made if, upon the advice of counsel, the

Committee determines that such adjustment may result in the

receipt of federally taxable income to holders of Options granted



                              A-12
                              


hereunder or the holders of Shares or other classes of the

Company's securities.

          b.  Upon the occurrence of a Terminating Transaction

(as defined in Article II hereof), as of the effective date of

such Terminating Transaction, this Plan and any then outstanding

Options (whether or not vested) shall terminate unless (i)

provision is made in writing in connection with such transaction

for the continuance of this Plan and for the assumption of such

Options, or for the substitution of such Options of new options

covering the securities of the successor or surviving corporation

in the Terminating Transaction or an affiliate thereof, with

appropriate adjustments as to the number and kind of securities

and prices, in which event this Plan and such outstanding Options

shall continue or be replaced, as the case may be, in the manner

and under the terms so provided; or (ii) the Committee otherwise

shall provide in writing for such adjustments as it deems

appropriate in the terms and conditions of the then outstanding

Options (whether or not vested), including without limitation (A)

accelerating the vesting of outstanding Options, and/or (B) 

providing for the cancellation of Options and their automatic

conversion into the right to receive the securities or other

properties which a holder of the Shares underlying such Options

would have been entitled to receive upon consummation of such

Terminating Transaction had such Shares been issued and

outstanding (net of the appropriate option exercise prices).  If

this Plan or the Options shall terminate pursuant to the

foregoing provisions of this paragraph (b) because neither (i) 



                              A-13



nor (ii) is satisfied, any Optionee holding outstanding Options

shall have the right, at such time immediately prior to the

consummation of the Terminating Transaction as the Company shall

designate, to exercise his or her Options to the full extent not

theretofore exercised, including any installments which have not

yet become Accrued Installments.

          c.  In all cases, the nature and extent of adjustments

under this Section 6.5 shall be determined by the Committee in

its sole discretion, and any such determination as to what

adjustments shall be made, and the extent thereof, shall be

final, binding and conclusive.  No fractional shares of stock

shall be issued under this Plan pursuant to any such adjustment.

     6.6  Taxes.  The Committee shall make such provisions and

take such steps as it deems necessary or appropriate for the

withholding of any federal, state, local and other tax required

by law to be withheld with respect to the grant or exercise of an

Option under this Plan, including, but without limitation, the

withholding of the number of Shares at the time of the grant or

exercise of an Option the Fair Market Value of which would 

satisfy any withholding tax on said exercise or grant, the

deduction of the amount of any such withholding tax from any

compensation or other amounts payable to an Optionee by any

member of the Participating Companies, or requiring an Optionee

(or the Optionee's beneficiary or legal representative) as a

condition of granting or exercising an Option to pay to any

member of the Participating Companies any amount required to be

withheld, or to execute such other documents as the Committee 



                              A-14



deems necessary or appropriate in connection with the

satisfaction of any applicable withholding obligation.

     6.7  Legends.  Each Option Agreement and each certificate

representing Shares acquired upon exercise of an Option shall be

endorsed with all legends, if any, required by applicable federal

and state securities laws to be placed thereon.  The

determination of which legends, if any, shall be placed upon

Option Agreements and/or said Share certificates shall be made by

the Committee in its sole discretion and such decision shall be

final, binding and conclusive.

                           ARTICLE VII

               SPECIAL OPTION TERMS UNDER THIS PLAN

     7.1  Option Exercise Price.  The Option exercise price for

Shares to be issued under this Plan shall be determined by the

Committee in its sole discretion, but shall not be less than

eighty percent (80%) of the Fair Market Value of the Shares on

the date of grant.  The date of grant shall be deemed to be the

date on which the Committee authorizes the grant of the Option,

unless a subsequent date is specified in such authorization.

     7.2  Exercise of Options.  An Option may be exercised in

accordance with this Section 7.2 as to all or any portion of the

Shares covered by an Accrued Installment of the Option from time

to time during the applicable Option period, except that an

Option shall not be exercisable with respect to fractions of a

Share.  Options may be exercised, in whole or in part, by giving

written notice of exercise to the Company, which notice shall

specify the number of Shares to be purchased and shall be 



                              A-15



accompanied by payment in full of the purchase price in

accordance with Section 7.3.  An Option shall be deemed exercised

when such written notice of exercise and payment has been

received by the Company.  No Shares shall be issued until full

payment has been made and the Optionee has satisfied such other

conditions as may be required by this Plan, as may be required by

applicable law, rules, or regulations, or as may be adopted or

imposed by the Committee. Until the issuance of stock

certificates, no right to vote or receive dividends or any other

rights as a stockholder shall exist with respect to optioned

Shares notwithstanding the exercise of the Option.  No adjustment

will be made for a dividend or other rights for which the record

date is prior to the date the stock certificate is issued, except

as provided in Section 6.5.

     7.3  Payment of Option Exercise Price.

          a.  Except as otherwise provided in Section 7.3(b), the

entire Option exercise price shall be paid in cash at the time

the Option is exercised.

          b.  In the discretion of the Committee, an Optionee may

elect to pay for all or some of the Optionee's Shares with Common

Stock of the Company previously acquired and owned at the time of

exercise by the Optionee, subject to all restrictions and

limitations of applicable laws, rules and regulations, and

subject to the satisfaction of any conditions the Committee may

impose, including, but not limited to, the making of such

representations and warranties and the providing of such other

assurances that the Committee may require with respect to the 



                              A-16



Optionee's title to the Company's Common Stock used for payment

of the exercise price.  Such payment shall be made by delivery of

certificates representing the Company's Common Stock, duly

endorsed or with duly signed stock power attached, such Common

Stock to be valued at its Fair Market Value on the date notice of

exercise is received by the Company.

                          ARTICLE VIII

                AMENDMENT OR TERMINATION OF PLAN

     8.1  Board Authority.  The Board may amend, alter, and/or
     
terminate this Plan at any time; provided, however, that unless

required by applicable law, rule, or regulation or unless no

longer required to satisfy the requirements of Rule 16b-3

promulgated under the Exchange Act, the Board shall not amend

this Plan without the approval of stockholders (as obtained in

accordance with the provisions of Section 6.4(c) hereof) if the

amendment would (A) materially increase the benefits accruing to

participants under this Plan, (B) materially increase the number

of securities which may be issued under this Plan, or (C)

materially modify the requirements as to eligibility for

participation in this Plan.  In determining whether a given 

amendment is within the scope of (A), (B) or (C), the Company may

rely, without limitation, upon the regulations promulgated and

the advice provided by the Securities and Exchange Commission

with respect to Rule 16b-3.  No amendment of this Plan or of any

Option Agreement shall affect in a material and adverse manner

Options granted prior to the date of any such amendment without

the consent of any Optionee holding any such affected Options.



                              A-17



     8.2  Contingent Grants Based on Amendments.  Options may be

granted in reliance on and consistent with any amendment adopted

by the Board alone which is necessary to enable such Options to

be granted under this Plan, even though such amendment requires

future stockholder approval; provided, however, that any such

contingent Option by its terms may not be exercised prior to

stockholder approval of such amendment and provided, further,

that in the event stockholder approval is not obtained within

twelve (12) months of the date of grant of such contingent

Option, then such contingent Option shall be deemed canceled and

no longer outstanding.

                           ARTICLE IX

                       GENERAL PROVISIONS

     9.1  Availability of Plan.  A copy of this Plan shall be

delivered to the Secretary and Assistant Secretary of the Company

and shall be shown by the Secretary or Assistant Secretary to any

Eligible Person making reasonable inquiry concerning this Plan.

     9.2  Notice.  Any notice or other communication required or

permitted to be given pursuant to this Plan or under Option

Agreement must be in writing and shall be deemed to have been 

given when delivered to and actually received by the party to 

whom addressed.  Notice shall be given to Optionees at their most

recent addresses shown in the Company's records.  Notice to the

Company shall be addressed to the Company at the address of the

Company's principal executive offices, to the attention of the

Secretary of the Company.

     9.3  Titles and Headings.  Titles and headings of sections

of this Plan are for convenience of reference only and shall not

affect the construction of any provision of this Plan.

                               A-18




                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in the registration statement of
Berry Petroleum Company on Form S-8 (File No. 33-23326) of our report dated
February 22, 1995 on our audits of the financial statements of Berry
Petroleum Company as of December 31, 1994 and 1993 and for the three years in
the period ended December 31, 1994, which report is included in this Annual
Report on Form 10-K.



COOPERS & LYBRAND L.L.P.


/s/ Coopers & Lybrand L.L.P.

Los Angeles, California  
March 17, 1995


































                               Exhibit 23.1









            CONSENT OF INDEPENDENT PETROLEUM ENGINEERING CONSULTANT



     The undersigned, an independent petroleum engineering consultant, hereby
consents to incorporation by reference in the Registration Statement No. 33-
23326 on Form S-8 of Berry Petroleum Company and the related Prospectus of
our reserve reports prepared pursuant to the Securities Exchange Act of 1934
dated January 26, 1994 and January 29, 1993, pertaining to interest of Berry
Petroleum Company and subsidiaries in certain oil and gas properties located
in California, and the use of the name Babson and Sheppard Petroleum
Engineers as the independent petroleum engineering firm that prepared such
reports for the years ended December 31, 1993 and 1992 which reports are
referenced in the December 31, 1994 Annual Report on Form 10-K of Berry
Petroleum Company.



Dated:  March 6, 1995



                                    BABSON AND SHEPPARD PETROLEUM ENGINEERS




                                     
                                 By:/s/ John F. Bergquist
                                    John F. Bergquist                      
                                    President                              






















                                Exhibit 23.2






          CONSENT OF INDEPENDENT PETROLEUM ENGINEERING CONSULTANT



     The undersigned, an independent petroleum engineering consultant,
hereby consents to incorporation by reference in the Registration Statement
No. 33-23326 on Form S-8 of Berry Petroleum Company and the related
Prospectus of our reserve report prepared pursuant to the Securities
Exchange Act of 1934 dated January 15, 1993, pertaining to interests of
Berry Petroleum Company and subsidiaries in certain oil and gas properties
located in Colorado, and the use of the name Reed W. Ferrill and Associates
as the independent petroleum engineering firm that prepared such report for
the year ended December 31, 1992, which report is referenced in the
December 31, 1994 Annual Report on Form 10-K of Berry Petroleum Company.



Dated:  March 6, 1995

                                   REED W. FERRILL AND ASSOCIATES


                                By:/s/Reed W. Ferrill
                                   Reed W. Ferrill
                                   President
































                                Exhibit 23.3
                                





                          DeGolyer and MacNaughton
                             One Energy Square
                           Dallas, Texas  75206


                              March 6, 1995



Berry Petroleum Company
28700 Hovey Hills Road
Taft, California  93268


Gentlemen:  

     In connection with the Annual Report on Form 10-K of Berry Petroleum
Company, hereinafter referred to as the "Company," for the fiscal year
ended December 31, 1994, we hereby consent to (i) the use of, and reference
to, our report dated February 23, 1995, entitled "Appraisal Report as of
December 31, 1994 on Certain Properties owned by Berry Petroleum Company,"
which pertains to the interests of the Company in certain oil and gas
properties located in California, Louisiana, Nevada, and Texas; our report
dated March 4, 1994, entitled "Appraisal Report as of December 31, 1993 on
Certain Properties owned by Berry Petroleum Company," which pertains to the
interests of the Company in certain oil and gas properties located in
California, Louisiana, Nevada, and Texas; and our report dated February 12,
1993, entitled "Appraisal Report as of December 31, 1992 on Certain
Properties owned by Berry Petroleum Company," which pertains to the
interests of the Company in certain oil and gas properties located in
California, Louisiana, Nevada and Texas (hereinafter collectively referred

to as the "Reports") under the caption "Oil and Gas Reserves-Reserve
Reports" in Items 1 and 2 of such Annual Report, and under the
caption"Supplemental Information About Oil and Gas Producing Activities
(Unaudited)" in Item 8 of such Annual Report; and (ii) the use of, and
reference to, the name DeGolyer and MacNaughton as the independent
petroleum engineering firm that prepared the Reports under such captions;
provided, however, that since the reserve estimates set forth in the
Reports dated March 4, 1994, and February 12, 1993, have been combined with
reserve estimates of other petroleum consultants and the engineering staff
of the Company for 1993 and 1992, we are necessarily unable to verify the
accuracy of the reserve values contained in the aforementioned Annual
Report for 1993 and 1992 and, because the cash flow calculations in the
Annual Report include estimated income taxes not included in the Reports,
we are unable to verify the accuracy of the cash flow values in the Annual
Report.


                                     Very truly yours,

                                     /s/ DeGoyler and MacNaughton
                                     DeGOLYER and MacNAUGHTON
                   


                                    Exhibit 23.4


                                




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
DECEMBER 31, 1994 FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                           7,466
<SECURITIES>                                    27,617
<RECEIVABLES>                                    9,471
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                48,942
<PP&E>                                         131,757
<DEPRECIATION>                                  64,842
<TOTAL-ASSETS>                                 118,254
<CURRENT-LIABILITIES>                           10,669
<BONDS>                                              0
<COMMON>                                           219
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      88,413
<TOTAL-LIABILITY-AND-EQUITY>                   118,254
<SALES>                                         39,451
<TOTAL-REVENUES>                                41,335
<CGS>                                                0
<TOTAL-COSTS>                                   33,265
<OTHER-EXPENSES>                                10,020
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (1,950)
<INCOME-TAX>                                     (821)
<INCOME-CONTINUING>                            (1,129)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,129)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)
        

</TABLE>






                  UNDERTAKING FOR FORM S-8 REGISTRATION STATEMENT

     For purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
Company hereby undertakes as follows, which undertaking shall be
incorporated by reference into the Company's Registration Statement on Form
S-8 No. 33-23326 (filed on July 28, 1988):

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to director, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of
 its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.



























                                Exhibit 99.1