<PAGE> 1

As filed with the Securities and Exchange Commission on July 27, 1995
                                       Registration No. 33-      
 ___________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        __________________ 
                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                     _______________________ 
                     BERRY PETROLEUM COMPANY
      (Exact name of registrant as specified in its charter)
                             Delaware
  (State or other jurisdiction of incorporation or organization)
                            77-0079387
               (I.R.S. Employer Identification No.)
                      28700 Hovey Hills Road
                            P.O. Bin X
                      Taft, California 93268
                          (805) 769-8811
       (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

          Berry Petroleum Company 1994 Stock Option Plan
                     (Full Title of the Plan)
                       ____________________ 
                         JERRY V. HOFFMAN
              President and Chief Executive Officer
                      28700 Hovey Hills Road
                            P.O. Bin X
                      Taft, California 93268
                          (805) 769-8811
       (Address, including zip code, and telephone number,
            including area code, of agent for service)
                       ____________________ 
                            Copies to:
                      Laura K. McAvoy, Esq.
                 Nordman, Cormany, Hair & Compton
               1000 Town Center Drive, Sixth Floor
                          P.O. Box 9100
                  Oxnard, California  93031-9100
                  ______________________________ 


<PAGE> 2

<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
                                                                                                                           

                                                          Proposed             Proposed
             Title of                                     Maximum              Maximum           
            Securities                     Amount         Offering             Aggregate            Amount of
              to be                         to be         Price Per            Offering            Registration
            Registered                   Registered         Share               Price                  Fee
 <S>                                    <C>              <S>                <C>                     <C>                       
 Class A Common Stock                   1,000,000        See Notes          $9,957,938(2)(3)        $3,436  
                                                                                                                           

</TABLE>


(1)  This Registration Statement also covers such additional number of shares,
     presently indeterminable, as may become issuable in the event of stock
     dividends, stock splits, recapitalizations or other changes in the
     Class A Common Stock.

(2)  Pursuant to Rule 457(h), the maximum offering price per share for options
     for 333,000 shares already granted is $10.75 and for options for the
     667,000 shares remaining available is a recent average of the high and
     low prices for the Class A Common Stock as reported by the New York Stock
     Exchange of $9.5625 per share.

(3)  Calculated pursuant to Rule 457(c).


<PAGE> 3
                             PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K, for the fiscal year
          ended December 31, 1994, as filed with the Securities and Exchange
          Commission on or about March 28, 1995;

     (b)  The information under the caption "Item 1.  DESCRIPTION OF
          REGISTRANT'S SECURITIES TO BE REGISTERED" on Pages 2 and 3 of the
          Registrant's Registration Statement on Form 8-A which was declared
          effective by the Securities and Exchange Commission on or about
          October 20, 1987.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     The Class A Common Stock ($.01 par value) is registered under Section 12 of
the Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

     The General Corporation Law of the State of Delaware (the "Delaware GCL")
provides that a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
when he is successful in the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement
of such litigation (other than a derivative suit) even if he is not
successful on the merits if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a shareholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, provided that no such indemnification may be made in accordance
with this clause (iii) if the director or officer is adjudged liable to the
corporation, unless a court determines that, despite such adjudication but in


<PAGE> 4
view of all of the circumstances, he is entitled to indemnification of such
expenses.  The indemnification described in clauses (ii) and (iii) above shall
be made only upon a determination by (i) a majority of a quorum of disinterested
directors, (ii) independent legal counsel or (iii) the shareholders, that
indemnification is proper because the applicable standard of conduct is met.
Expenses incurred by a director or officer in defending an action may be
advanced by the corporation prior to the final disposition of such action upon
receipt of an undertaking by such director or officer to repay such expenses if
it is ultimately determined that he is not entitled to be indemnified in
connection with the proceeding to which the expenses relate.

     As permitted by the Delaware GCL, the Registrant's Certificate of
Incorporation includes a provision eliminating, to the fullest extent
permitted, director liability for monetary damages for breaches of fiduciary
duty.

     The Bylaws of the Registrant provide, in effect, that, to the extent and
under the circumstances permitted by Section 145 of the Delaware GCL, the
Registrant may indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described above
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant or is or was serving at the request of the Registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including without limitation service
with respect to employee benefit plans.

     The Registrant has entered into, and may from time to time enter into, a
form of indemnity agreement (the "Indemnity Agreement") with each director or
officer designated by the Board of Directors, depending on the then current
status of directors' and officers' insurance coverage.  The Indemnity Agreement
requires that the Registrant indemnify directors and officers who are parties
thereto in all cases to the fullest extent permitted by applicable law.  Under
the Delaware GCL, except in the case of litigation in which a director or
officer is successful on the merits, indemnification of a director or officer
is discretionary rather than mandatory.  The Indemnity Agreement requires the
Registrant to make prompt payment of litigation expenses at the request
of the director or officer in advance of indemnification provided that he
undertakes to repay the amounts if it is ultimately determined that he is not
entitled to indemnification for such expenses and provided further that such
advance shall not be made if it is determined that the director or officer acted
in bad faith or deliberately breached his duty to the Registrant and its
shareholders and, as a result, it is more likely than not that he will not be
entitled to indemnification under the terms of the Indemnity Agreement.  The
advance of litigation expenses is mandatory absent a special determination to
the contrary; under the Delaware GCL and the Registrant's Bylaws, such advance
would be discretionary.  Under the Indemnity Agreement, the director or officer
is permitted to petition the court to seek recovery of amounts due under the
Indemnity Agreement and to recover the expenses of seeking such recovery if he
is successful.  Without the Indemnity Agreement, the Registrant would not be
required to pay or reimburse the director or officer for his expenses in seeking
indemnification recovery against the Registrant.  By the terms of the Indemnity
Agreement, its benefits are not available if the director or officer has other
indemnification or insurance coverage for the subject claim or, with respect to
the matters giving rise to the claim, (i) received a personal benefit,


<PAGE> 5
(ii) violated Section 16(b) of the Securities Exchange Act of 1934 or analogous
provisions of law, or (iii) committed certain acts of dishonesty.  Absent the
Indemnity Agreement, indemnification that might be made available to directors
and officers could be changed by amendments to the Registrant's Certificate of
Incorporation or Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  Berry Petroleum Company 1994 Stock Option Plan.

     4.2  Form of Stock Option Agreement.

     5.1  Opinion of Nordman, Cormany, Hair & Compton regarding validity of
          securities.

     23.1 Consent of Nordman, Cormany, Hair & Compton (included in Exhibit 5.1).

     23.2 Consent of Coopers & Lybrand L.L.P.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.


<PAGE> 6
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE> 7
                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taft, State of California, on this 24th day of
July, 1995.


                                   BERRY PETROLEUM COMPANY


                                   By:  /s/ Jerry V. Hoffman                
                                      Jerry V. Hoffman
                                      (Principal Executive Officer)


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


SIGNATURES                           TITLE                         DATE


/s/ Harvey L. Bryant          Chairman of the Board and         July 1, 1995
Harvey L. Bryant              Director


/s/ Jerry V. Hoffman          President, Chief                  July 24, 1995
Jerry V. Hoffman              Executive Officer and Director


/s/ Benton Bejach             Director                          July 1, 1995
Benton Bejach


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


/s/ Gerry A. Biller           Director                          July 1, 1995
Gerry A. Biller



<PAGE> 8
/s/ Ralph B. Busch, Jr.       Director                          July 17, 1995
Ralph B. Busch, Jr.


/s/ William E. Bush, Jr.      Director                          July 4, 1995
William E. Bush, Jr.


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


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


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


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


/s/ Roger G. Martin           Director                          July 1, 1995
Roger G. Martin



<PAGE> 9
                                  EXHIBIT INDEX
                                                                 
Exhibit No.                        Description                 Sequentially
                                                              Numbered Pages

     4.1       Berry Petroleum Company 1994 Stock                
               Option Plan.                                           10      

     4.2       Form of Stock Option Agreement.                        28      

     5.1       Opinion of Nordman, Cormany,
               Hair & Compton regarding validity 
               of securities.                                         34 

     23.1      Consent of Nordman, Cormany, Hair & Compton
               (included in Exhibit 5.1).                             34

     23.2      Consent of Coopers & Lybrand L.L.P.                    35






                              


<PAGE> 10
                               
                       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.



                                
                                  1

                          


     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 



                                 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 





                                 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 



                                 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 




                                 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.




                                 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 




                                 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 



                                 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 



                                 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,



                                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 





                                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



                                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) 



                                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 



                                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 



                                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 



                                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.



                                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.

                                 18





<PAGE> 28
                     BERRY PETROLEUM COMPANY
                         OPTION AGREEMENT

     This Option Agreement ("Agreement") is made effective as of
____________, 199__ ("Grant Date"), by and between BERRY PETROLEUM
COMPANY, a Delaware corporation (the "Company"), and
_________________ ("Grantee").

                  STATEMENT OF BACKGROUND FACTS

     The Board of Directors (the "Board") of the Company has
established the Berry Petroleum Company 1994 Stock Option Plan (the
"Plan").

     Pursuant to the provision of the Plan, the Committee
designated by the Board in accordance with the Plan (the
"Committee"), by action taken on ______________, 199__, granted to
the Grantee an option ("Option") to purchase shares of the Class A
Common Stock of the Company ("Common Stock"), subject to the terms
and conditions set forth herein.

     In consideration of the foregoing and of the mutual covenants
set forth herein and other good and valuable consideration, the
parties hereto agree as set forth below.  Unless otherwise defined
herein, capitalized terms shall have the same meanings as defined
in the Plan.

     1.   The Option.  The Grantee may, at the Grantee's option and
on the terms and conditions set forth herein, purchase all or any
part of an aggregate of _________ shares of Common Stock under the
Plan at the price per share set forth in Section 2 below.

     2.   Option Price and Exercise Dates.

          a.   The
 Option shall be exercisable at the option
     price per share ("Option Price") as to the specified
     number of shares ("Optioned Shares") on and after the
     "Start" dates and on or before the "Termination" dates
     set forth below:

                         Option         Exercise Dates
     Number of Shares    Price     Start          Termination

          ____           $_____    _______        _______

          ____           $_____    _______        _______

          ____           $_____    _______        _______

          ____           $_____    _______        _______

          ____           $_____    _______        _______


          b.   The Option may be exercised when installments
     accrue as indicated by the Start dates in Section 2a
     above, but only during an Exercise Period (as defined
     below) occurring on or after the applicable Start date
     and on or before the applicable Termination date, with
     respect to all or part of the Optioned Shares covered by
     such accrued installments, subject, however, to the
     further restrictions contained in this Agreement.  In the
     event that during any applicable Exercise Period the
     Grantee shall exercise the Option for less than the full
     number of Optioned Shares included within the accrued
     installment, the Grantee shall, during any balance of
     such Exercise Period or future Exercise Period (but on or
     before the applicable Termination date), be entitled to
     exercise the Option (in one or more subsequent
     increments) for the balance of the Optioned Shares
     included in said accrued installment.  In no event shall
     the Grantee be entitled to exercise the Option for
     fractional shares of Common Stock or for a number of
     shares exceeding the maximum number of Optioned Shares.

          c.   As used in this Agreement, the phrase "Exercise
     Period" shall mean such period as the Board may establish
     or consent to upon the advice of legal counsel.

          d.   The Option shall be exercised by giving to the
     Company written notice thereof during any applicable
     Exercise Period, and specifying in such notice the number
     of Optioned Shares with respect to which such Option is
     being exercised.

          e.   Grantee acknowledges that Grantee has no right
     whatsoever to exercise the Option granted hereunder with
     respect to any Optioned Shares covered by any installment
     unless and until such installment accrues as provided
     above.  Grantee further understands that the Option
     granted hereunder shall expire and become unexercisable
     as provided in the Plan.  

     3.   Delivery of Certificates.  As soon as practicable after
any proper exercise of an Option in accordance with the provisions
of this Agreement and the Plan, the Company shall deliver to the
Grantee at the main office of the Company, or such other place as
shall be mutually acceptable, a certificate or certificates
representing the shares of Common Stock (if any) to which the
Grantee is entitled upon exercise of such Option.

     4.   No Rights in Shares Before Issuance and Delivery. 
Neither the Grantee, his estate nor his transferees by will or the
laws of descent and distribution shall be, or have any rights or
privileges of, a shareholder of the Company with respect to any
shares issuable upon exercise of an Option unless and until
certificates representing such shares shall have been issued and
delivered.  No adjustment will be made for a dividend or other
rights where the record date is prior to the date such certificates
are issued.

     5.   Nontransferability of Options.  Any Options granted
hereunder are not transferable otherwise than by will or the laws
of descent and distribution.  Options shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any
way, whether by operation of law or otherwise, and shall not be
subject to execution, attachment or similar process.  Upon any
attempt to transfer an Option otherwise than by will or the laws of
descent and distribution, or to assign, pledge, hypothecate or
otherwise dispose of such Option, or upon the levy of any
execution, attachment or similar process thereon, such Option shall
become null and void and any subsequent attempted exercise of the
Option shall be ineffective against the Company.

     6.   Governing Plans.  A copy of the document evidencing the
Plan has been delivered to the Grantee on or before the date of
execution of this Agreement and receipt of such copy is hereby
expressly acknowledged by Grantee.  This Agreement hereby
incorporates by reference said Plan and all of the terms and
conditions of the Plan as the same may be amended from time to time
hereafter in accordance with the terms thereof.  The terms of this
Agreement shall in no manner limit or modify the controlling
provisions of the Plan, and in the case of any conflict between the
provisions of the Plan and this Agreement, the provisions of the
Plan shall be controlling and binding upon the parties hereto.

     7.   Termination of Employment Due to Change in Control.  Upon
the occurrence of a Terminating Transaction (as defined in the
Plan), as of the effective date of such Terminating Transaction,
the then outstanding unvested Options shall immediately become
fully vested and exercisable without regard to the vesting
provisions of Section 2a hereof.  This acceleration, however, will
not occur if the Options are to be continued by a successor entity
or if appropriate substitutions are provided.  Should a Terminating
Transaction occur, the options shall expire as of the earlier of:
(i) the Termination date set forth in Section 2a hereof, plus
ninety (90) days, or (ii) ninety (90) days after the date of the
Terminating Transaction.  

     8.   Certain Representations and Warranties.  Grantee
expressly acknowledges, represents and agrees:

          a.   That Grantee has read and understands the terms
     and provisions of the Plan, and hereby accepts this
     Agreement subject to all the terms and provisions of the
     Plan;

          b.   That Grantee shall accept as binding,
     conclusive and final all decisions or interpretations of
     the Committee upon any questions arising under the Plan;

          c.   That if use of Common Stock of the Company to
     pay the exercise price of the Option is authorized by the
     Committee pursuant to the discretion granted to the
     Committee under the Plan, Grantee has been advised to
     consult with a competent tax advisor regarding the
     applicable tax consequences prior to utilizing such 
     Common Stock to exercise an Option; and

          d.   That if Grantee is a person subject to the
     provisions of Section 16 of the Securities Exchange Act
     of 1934, Grantee has been advised to consult with a
     competent federal securities law advisor as to the
     reporting obligations and potential liability for profits
     under said Section 16 with respect to the granting and
     exercise of Options.

     9.   No Employment Rights or Obligations.

          a.   Nothing in the Plan or in this Agreement shall
     be construed to create or imply any contract of
     employment between the Company, or any direct or indirect
     parent or subsidiary corporation of the Company (the
     "Participating Companies"), and the Grantee.  Nothing in
     the Plan or in this Agreement shall confer upon the
     Grantee any right to continue in the employ of any of the
     Participating Companies or confer upon any Participating
     Company any right to require continued employment by the
     Grantee.  Grantee acknowledges and agrees that the
     employment of Grantee by such Participating Company is
     expressly at the will of the Participating Company, and
     the Participating Company may terminate Grantee's
     employment by such Participating Company at any time for
     any reason or for no reason.  Similarly, Grantee may
     terminate his or her employment with a Participating
     Company at any time for any reason or for no reason.

          b.   Any question(s) as to whether and when there
     has been a termination of Grantee's employment, the
     reason (if any) for such termination, and/or the
     consequences thereof under the terms of the Plan, shall
     be determined by the Board in its sole discretion, and
     the Board's determination thereof shall be final, binding
     and conclusive.

     10.  Governing Law.  This Agreement shall be governed by,
interpreted under, construed and enforced in accordance with the
internal laws, and not the laws pertaining to conflicts or choice
of laws, of the State of California applicable to agreements made
and to be performed wholly within the State of California.

     11.  Agreement Binding on Successors.  The terms of this
Agreement shall be binding upon the executors, administrators,
heirs, successors, transferees and assignees of the Grantee. 

     12.  Costs of Litigation.  In any action at law or in equity
to enforce any of the provisions or rights under this Agreement or
the Plan, the unsuccessful party to such litigation, as determined
by the court in a final judgment or decree, shall pay the
successful party or parties all costs, expenses and reasonable
attorneys' fees and disbursements incurred by the successful party
or parties (including, without limitation, costs, expenses, fees
and disbursements on any appeals), and if the successful party
recovers judgment in any such action or proceeding such costs,
expenses and attorneys' fees and disbursements shall be included as
part of the judgment.

     13.  Necessary Acts.  The Grantee agrees to perform all acts
and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement, including,
but not limited to, all acts and documents related to compliance
with federal and/or state securities and/or tax laws.

     14.  Counterparts.  For convenience, this Agreement may be
executed in any number of identical counterparts, each of which
shall be deemed a complete original in itself and may be introduced
in evidence or used for any other purpose without the production of
any other counterparts.

     15.  Invalid Provisions.  In the event that any provision of
this Agreement is found to be invalid or otherwise unenforceable
under any applicable law, such invalidity or unenforceability shall
not be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.

     IN WITNESS WHEREOF, the Company and the Grantee have executed
this Agreement effective as of the date first written above.

BERRY PETROLEUM COMPANY            GRANTEE


By:  ________________________      ____________________________
                                   Signature

Printed
Name:  ______________________      ____________________________
                                   Printed Name

Title:  _____________________      ____________________________
                                   Street Address

                                   ____________________________
                                   City and State

                                   ____________________________
                                   Social Security No. 

     By his or her signature below, the spouse of the Grantee, if
such Grantee is legally married as of the date of execution of this
Agreement, acknowledges that he or she has read this Agreement and
the Plan and is familiar with the terms and provisions thereof, and
agrees to be bound by all the terms and conditions of said
Agreement and said Plan.

                                   ____________________________
                                   Spouse's Signature


                                   ____________________________
                                   Printed Name


                                   Dated:  ____________________



     By his or her signature below, the Grantee represents that he
or she is not legally married as of the date of execution of this
Agreement.

                                   ____________________________
                                   Grantee's Signature


                                   Dated:  ____________________






<PAGE> 34  
                          LAW OFFICES OF

                 NORDMAN, CORMANY, HAIR & COMPTON
                      1000 TOWN CENTER DRIVE
                             6TH FLOOR
                       POST OFFICE BOX 9100
                   OXNARD, CALIFORNIA 93031-9100
                          (805) 485-1000
                          (805) 656-3304

  
  
                         July 19, 1995
  
  Berry Petroleum Company
  28700 Hovey Hills Road
  P.O. Bin X
  Taft, CA  93268
  
     Re:  Registration Statement on Form S-8
  
  Gentlemen:
  
     We have acted as counsel for Berry Petroleum Company, a
  Delaware corporation (the "Company"), in connection with the
  various legal matters relating to the Registration Statement on
  Form S-8 to be filed by the Company with the Securities and
  Exchange Commission with respect to 1,000,000 shares of Class
  A Common Stock, $.01 par value per share (the "Shares"), of the
  Company which may be purchased pursuant to exercise of options
  granted pursuant to the Company's 1994 Stock Option Plan.  
  
     We have examined such corporate records, certificates, and
  such questions of law as we have considered necessary or
  appropriate for the purposes of this opinion and on the basis
  of such examination, advise you that in our opinion, subject to
  compliance with applicable state securities laws, we are of the
  opinion that the Shares have been duly authorized and upon
  issuance and sale in conformity with and pursuant to the
  Registration Statement, and
 receipt of the purchase price
  therefor as specified in the Registration Statement, the Shares
  will be legally and validly issued, fully paid and non-assessable.
  
     We consent to the use of this opinion as an exhibit to the
  Registration Statement and to the use of our name in the
  Prospectus constituting any part thereof.
  
                            Very truly yours,
                            
                            NORDMAN, CORMANY, HAIR & COMPTON
                            
                            
                            



<PAGE> 35

                           EXHIBIT 23.2



             CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 22, 1995, on our audit of the financial
statements of Berry Petroleum Company.



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



Los Angeles, California
July 14, 1995