<PAGE>   1
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant /X/
 
Filed by a Party other than the Registrant / /
 
Check the appropriate box:
 
/ /  Preliminary Proxy Statement    
/X/  Definitive Proxy Statement     
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
 
                           BERRY PETROLEUM COMPANY
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)
 
- --------------------------------------------------------------------------------
                  (Name of Person(s) Filing Proxy Statement)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
     or Item 22(a)(2) of Schedule 14A.
 
/ /  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
 
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
          ---------------------------------------------------------------------
     (2)  Aggregate number of securities to which transaction applies:
 
          ---------------------------------------------------------------------
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11: 

          ---------------------------------------------------------------------
     (4)  Proposed maximum aggregate value of transaction:
 
          ---------------------------------------------------------------------
     Set forth the amount on which the filing fee is calculated and state how
     it was determined.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
          ---------------------------------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:
 
          ---------------------------------------------------------------------
     (3)  Filing Party:
 
          ---------------------------------------------------------------------
     (4)  Date Filed:

          ---------------------------------------------------------------------

<PAGE>   2
 
                            BERRY PETROLEUM COMPANY
                             28700 HOVEY HILLS ROAD
                                   P.O. BIN X
                             TAFT, CALIFORNIA 93268
 

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
                            TO BE HELD MAY 19, 1995
 
To the Shareholders of Berry Petroleum Company:
 
     The Annual Meeting of Shareholders of Berry Petroleum Company (the
"Company"), will be held at the Company's corporate headquarters at 28700 Hovey
Hills Road, Taft, California on May 19, 1995 at 10:00 a.m. for the following
purposes:
 
     1. To elect a board of twelve directors to serve until the next annual
        meeting of shareholders and until their successors are elected and
        qualified;
 
     2. To approve the Company's 1994 Stock Option Plan;
 
     3. To ratify the selection of Coopers & Lybrand L.L.P. as the Company's
        independent accountants for the year 1995; and
 
     4. To transact such other business as may be properly brought before the
        meeting or any adjournment thereof.
 
     The Board of Directors has fixed the close of business on March 27, 1995 as
the record date for determination of shareholders entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof.
 
     YOU ARE INVITED TO ATTEND THIS MEETING IN PERSON. WHETHER OR NOT YOU PLAN
TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
THEREFORE, YOU ARE URGED TO PROMPTLY SIGN AND RETURN THE ACCOMPANYING PROXY CARD
IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. IF YOU RETURN AN EXECUTED PROXY
AND THEN ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
ATTENDANCE AT THE MEETING WILL NOT BY ITSELF REVOKE A PROXY.
 
                                          By Order of the Board of Directors
 
                                          Kenneth A. Olson
                                          Corporate Secretary/Treasurer
 
A
pril 10, 1995
Taft, California

<PAGE>   3
 
                            BERRY PETROLEUM COMPANY
                             28700 HOVEY HILLS ROAD
                             TAFT, CALIFORNIA 93268
 
                                PROXY STATEMENT
 
                                 APRIL 10, 1995
 
                            ------------------------
 
     This Proxy Statement is furnished by the Board of Directors of Berry
Petroleum Company (respectively the "Board" and the "Company" or "Berry") in
connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders to be held on May 19, 1995, or at any adjournment thereof (the
"Annual Meeting" or "Meeting") pursuant to the Notice of said Meeting. This
Proxy Statement and the proxies solicited hereby are being first mailed to
shareholders of the Company on or about April 10, 1995.
 
     SHAREHOLDERS ARE URGED, WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL
MEETING, TO COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. You may revoke your proxy at any time prior
to its exercise by giving written notice to the Secretary of the Company. If you
return an executed proxy and then attend the Annual Meeting, you may revoke your
Proxy and vote in person. Attendance at the Annual Meeting will not by itself
revoke a proxy.
 
     Unless otherwise directed in the accompanying Proxy, persons named therein
will vote FOR the election of the twelve director nominees listed below, FOR the
approval of the 1994 Stock Option Plan and FOR the ratification of the selection
of Coopers & Lybrand L.L.P. as the Company's independent accountants for the
year 1995. As to any other business that may properly come before the Meeting,
the proxyholders will vote in accordance with the recommendation of the Board of
Directors.
 

                               VOTING SECURITIES
 
     March 27, 1995 has been fixed as the record date for determination of
shareholders entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof. As of March 10, 1995 there were 21,033,169 and 898,892
shares, respectively, of Class A Common Stock ("Common Stock") and Class B Stock
("Class B Stock"), par value $.01 per share, issued and outstanding, referred to
collectively as the "Capital Stock".
 
     Berry's Certificate of Incorporation provides that, except for proposed
amendments to Berry's Certificate of Incorporation adversely affecting the
rights of a particular class (which must be approved by the affected class
voting separately), the Common Stock and the Class B Stock will vote as a single
class on all matters upon which the Capital Stock is entitled to vote. Each
share of Common Stock is entitled to one vote and each share of Class B Stock is
entitled to 95% of one vote. The Certificate of Incorporation also provides for
certain adjustments to the Capital Stock in the event a separate class vote is
imposed by applicable law. Holders of the Capital Stock are entitled to
cumulative voting rights for election of directors. Cumulative voting rights
entitle a shareholder to cast as many votes as is equal to the number of
directors to be elected multiplied by the number of shares owned by such
shareholder. A shareholder may cast all of such shareholder's votes as
calculated above for one candidate or may distribute the votes among two or more
candidates. Unless otherwise instructed, the shares represented by proxies to
management will be voted in the discretion of management so as to elect the
maximum number of the management nominees which may be elected by cumulative
voting.

<PAGE>   4
 
 
              PRINCIPAL SHAREHOLDERS AND OWNERSHIP BY MANAGEMENT
 
     The following table sets forth certain information regarding the beneficial
ownership of Berry's Capital Stock as of March 10, 1995 by (i) each of its
directors who own Berry Capital Stock, (ii) all directors and officers as a
group, and (iii) each shareholder who beneficially owns more than 5% of Berry's
outstanding Capital Stock.
 

<TABLE>
<CAPTION>
                                                            AMOUNT AND NATURE OF
                                                                 BENEFICIAL
                                                               OWNERSHIP(1)(2)
     NAME AND ADDRESS                                     -------------------------
   OF BENEFICIAL OWNER*               POSITION             SHARES           PERCENT
- --------------------------    ------------------------    ---------         -------
<S>                           <C>                         <C>               <C>
Harvey L. Bryant              Chairman of the Board          21,220             **
                              and Director
Jerry V. Hoffman              President, Chief               73,591(3)          **
                              Executive Officer and
                              Director
Benton Bejach                 Director                      826,964(4)        3.8%
William F. Berry              Director                    1,739,551(5)        7.9%
Gerry A. Biller               Director                        9,000(6)          **
Ralph B. Busch, Jr., M.D.     Director                      945,408(7)        4.3%
William E. Bush, Jr.          Director                      582,900(8)        2.7%
William B. Charles            Director                      564,174(9)        2.6%
Richard F. Downs              Director                        8,000             **
John A. Hagg                  Director                       10,000             **
Thomas J. Jamieson            Director                          100(10)         **
Roger G. Martin               Director                        3,000             **
All Directors and Officers                                4,817,686(11)      21.9%
  as a group (17 persons)
C.J. Bennett                                              1,636,890(12)       7.5%
Winifred Lowell                                           1,987,112(13)       9.1%
Bank of California                                        2,141,684(14)       9.8%
</TABLE>

 
- ---------------
 
   * All directors and beneficial owners listed above can be contacted at Berry
     Petroleum Company, P.O. Bin X, Taft, CA 93268.
 
  ** Represents beneficial ownership of less than 1% of the Company's
     outstanding Capital Stock.
 
 (1) Unless otherwise indicated, shares shown as beneficially owned are those as
     to which the named person possesses sole voting and investment power.
 
 (2) All shares indicated are Common Stock, except 898,892 shares beneficially
     owned by Winifred Lowell, which are Class B Stock. Percent calculations are
     based on total shares of Capital Stock outstanding.
 
 (3) Includes 18,931 shares held directly, 33,600 shares which Mr. Hoffman has
     the right to acquire upon the exercise of options granted under the
     Company's 1987 Nonstatutory Stock Option Plan and 21,060 shares held by the
     Company's 401(k) Thrift Plan which Mr. Hoffman votes as Chief Executive
     Officer of Berry.
 
 (4) All indicated shares are held of record by Mr. Bejach's wife, Wanlyn Berry
     Bejach. Mr. Bejach does not exercise voting or investment power and
     disclaims beneficial ownership as to these shares.
 
 (5) Includes 1,704,829 shares held directly and 34,722 shares held in the Berry
     Children's Trust as to which William F. Berry has voting and investment
     power.
 
 (6) Includes 5,000 shares held directly and 4,000 shares held in the Michael J.
     Basso Trust for which Mr. Biller shares voting and investment power with
     the Trustors.
 
 (7) Includes 614,034 shares held of record by Dr. Busch's wife, for which he
     disclaims beneficial ownership. Includes shares held under trusts for the
     benefit of Frank H. Bennett II (as to 83,493 shares), Scott Forrest Bennett
     (as to 83,493 shares), Ellyn D. Busch (as to 78,194 shares) and Frank
     Bennett Busch (as to 78,194 shares). Ralph B. Busch, Jr., his wife, Ethel
     D. Busch, and her brother C.J. Bennett share
 
                                        2

<PAGE>   5
 
     voting and investment power under the aforementioned trusts. Also included
     are 8,000 shares of the C.J. Bennett Insurance Trust of 1987 for which Dr.
     Busch is Trustee.
        
 (8) Includes 252,700 shares held directly, 200 shares held by Mr. Bush's wife
     as Trustee for their children and 330,000 shares held in the William E.
     Bush Trust as to which Mr. Bush shares voting power with other trustees.
 
 (9) Includes 520,714 shares as to which Mr. Charles shares voting and
     investment power with his wife, Jaqueline Charles, as Trustee under the
     Charles Family Trust. Also includes 43,460 shares held of record by
     Jaqueline Charles as Trustee for their grandchildren. Does not include
     467,166 shares held in two family trusts as to which shares Mr. Charles
     does not possess voting or investment power.
 
(10) Includes 100 shares held indirectly by Mr. Jamieson through Jaco Oil
     Company, a corporation.
 
(11) Includes 65,941 shares which the Company's Officers have the right to
     acquire upon the exercise of options granted under the Company's 1987
     Nonstatutory Stock Option Plan.
 
(12) Includes 1,313,516 shares held directly by the C.J. Bennett Trust of 1987
     and 323,374 shares held in trust as noted in (7) above for which voting and
     investment power is shared with Ralph B. Busch, Jr. and his wife Ethel D.
     Busch.
 
(13) Held of record by Winberta Holdings, Ltd.; 898,892 shares are Class B Stock
     and 1,088,220 shares are Common Stock.
 
(14) Bank of California is the trustee of certain trusts to which the trustors
     retain the voting power.
 
     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.
 

                    PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
 
NOMINEES FOR ELECTION
 
     The Company's directors are elected at each annual meeting of shareholders.
At the Annual Meeting, twelve directors, constituting the authorized number of
directors, will be elected to serve until the next annual meeting of
shareholders and until their successors are elected and qualified. The nominees
receiving the greatest numbers of votes at the Annual Meeting up to the number
of authorized directors will be elected.
 
     The nominees for election as directors at the Annual Meeting set forth in
the table below are all incumbent directors who were elected at the 1994 Annual
Meeting of Shareholders. Each of the nominees has consented to serve as a
director if elected. Unless authority to vote for any director is withheld in a
proxy, it is intended that each proxy will be voted FOR such nominees. In the
event that any of the nominees for director should before the Meeting become
unable to serve, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominees as may be
recommended by the Company's
 
                                        3

<PAGE>   6
 
existing Board of Directors, unless other directions are given in the proxies.
To the best of the Company's knowledge, all the nominees will be available to
serve.
 

<TABLE>
<CAPTION>
                                                                                     DIRECTOR
                     NOMINEE                AGE                POSITION               SINCE
        ---------------------------------   ----      ---------------------------    --------
        <S>                                 <C>       <C>                            <C>
        Harvey L. Bryant                     65       Chairman of the Board              1985
                                                      and Director
        Jerry V. Hoffman                     45       President, Chief Executive         1992
                                                      Officer and Director
        Benton Bejach                        72       Director                           1985
        William F. Berry                     54       Director                           1985
        Gerry A. Biller                      62       Director                           1989
        Ralph B. Busch, Jr.                  72       Director                           1985
        William E. Bush, Jr.                 48       Director                           1986
        William B. Charles                   67       Director                           1985
        Richard F. Downs                     63       Director                           1985
        John A. Hagg                         47       Director                           1994
        Thomas J. Jamieson                   52       Director                           1993
        Roger G. Martin                      57       Director                           1985
</TABLE>

 
Set forth below is information concerning each of the nominee Directors of
Berry.
 
     Mr. Bryant was named Chairman of the Company's Board of Directors in March
1992 and is the Chairman of the Executive Committee. Mr. Bryant held the Chief
Executive Officer position from December 1985 until May 1994 and was the
President of the Company from December 1985 until March 1992.
 
     Mr. Hoffman was named President and Chief Executive Officer in May 1994 and
was President and Chief Operating Officer from March 1992 to May 1994. Mr.
Hoffman, a CPA, is a member of the Executive Committee and was the Senior Vice
President and Chief Financial Officer of the Company from February 1985 until
March 1992.
 
     Mr. Bejach is a member of the Compensation Committee. Mr. Bejach is
retired, but has real estate investments in Hawaii, Nevada and Tennessee. Mr.
Bejach is a brother-in-law to William F. Berry. Mr. Bejach's wife is a sister of
William F. Berry and a cousin of William B. Charles and Ralph B. Busch, Jr.'s
wife.
 
     Mr. Berry is the Chairman of the Investment Committee and a member of the
Executive Committee. Mr. Berry is currently a private investor and was involved
in investment banking for a major California bank for over 20 years. Mr. Berry
is a brother-in-law to Benton Bejach, a cousin to William B. Charles, William E.
Bush, Jr., and Ralph B. Busch Jr.'s wife.
 
     Mr. Biller is a member of the Investment and Audit Committees. Mr. Biller
is a senior partner of Vance, Thrift & Biller, a CPA firm in Ventura and has
been with that firm since 1957.
 
     Dr. Ralph Busch is the Chairman of the Compensation Committee and a member
of the Executive Committee. Dr. Busch is a retired anesthesiologist,
thoroughbred horse breeder, fallow deer rancher and a private investor. Dr.
Busch's wife is a cousin of William F. Berry, William E. Bush, Jr., William B.
Charles and Benton Bejach's wife.
 
     Mr. Bush is a member of the Investment Committee. Mr. Bush is currently the
General Manager of Kleen-Seed Delinting Company, Inc. and has held various other
positions at Kleen-Seed since May 1987. Prior to May 1987, Mr. Bush was the Area
Manager/Technical Representative of Gustafson, Inc. (a division of Uniroyal) for
Arizona and California for nine years. Mr. Bush is also a Director of Eagle
Creek Mining & Drilling, Inc. Mr. Bush is a cousin to William F. Berry, William
B. Charles, Benton Bejach's wife and Ralph B. Busch, Jr.'s wife.
 
                                        4

<PAGE>   7
 
     Mr. Charles is a member of the Compensation Committee. Mr. Charles is a
private investor and is the Chief Executive Officer of Winton Development Co.,
Inc., doing business as "Mt. Shasta Ski Park". Mr. Charles is also General
Manager of Mt. Shasta Ski Park. Mr. Charles is a cousin to William F. Berry,
William E. Bush, Jr., Benton Bejach's wife and Ralph B. Busch, Jr.'s wife.
 
     Mr. Downs is Chairman of the Audit Committee and a member of the Investment
Committee. Mr. Downs has been the President of Lyndow Financial, a privately
held company, since February 1991. Mr. Downs was Chief Financial Officer of
Duncan Enterprises, a manufacturer and marketer of hobby ceramic products, from
1973 to July 1990.
 
     Mr. Hagg has been the Chairman, President and Chief Executive Officer of
Northstar Energy Corporation ("Northstar") since 1985. Northstar is an
intermediate Canadian oil and gas producer, based in Calgary, Alberta with its
common shares listed on The Toronto Stock Exchange.
 
     Mr. Jamieson is a member of the Executive Committee. Mr. Jamieson is the
Chief Executive Officer, President and founder of Jaco Oil Company and the
majority owner and founder of Wholesale Fuels, Inc. which was started in 1983.
Founded in 1970, Jaco Oil Company, based in Bakersfield, California, has become
one of the largest independent gasoline marketers in the western United States.
Mr. Jamieson is a Director of Superior National Insurance Company and is also
involved in real estate, oil and gas properties and insurance.
 
     Mr. Martin is a member of the Audit, Compensation and Executive Committees.
Mr. Martin has been the Manager of Special Projects at the Wilmington Field for
the city of Long Beach, California since August 1991 and prior to that, served
as an independent oil and gas consultant. From 1984 to September 1985, Mr.
Martin served as the Manager, Unit Operations (Wilmington Field), with the city
of Long Beach. Mr. Martin was employed in 1982 and 1983 as the General Manager
of Technical Services for Diamond Shamrock Corporation, the principal business
of which was oil and gas exploration, production, refining and marketing. From
January 1975 to June 1981, Mr. Martin was the officer in charge of Elk Hills
Naval Petroleum Reserve.
 
COMMITTEES AND MEETINGS
 
     The Board of Directors has an Audit Committee, Compensation Committee,
Executive Committee and Investment Committee.
 
     The Audit Committee of the Board of Directors currently consists of Messrs.
Biller, Downs and Martin. The Audit Committee reviews, acts on and reports to
the Board of Directors with respect to various auditing, accounting and tax
matters, including the selection of the Company's independent accountants, the
scope of the annual audit, the nature of non-audit services, the fees to be paid
to the independent accountants, the performance of the Company's independent
accountants and the accounting practices of the Company.
 
     The Compensation Committee of the Board of Directors currently consists of
Messrs. Busch, Bejach, Charles and Martin. The Compensation Committee is
responsible for recommending total compensation for executive officers of Berry
to the Board of Directors, for reviewing general plans of compensation for the
officers and key employees and for reviewing and approving awards under Berry's
Bonus Plan. In addition, the Committee is charged with the full responsibility
of administering the Company's 1987 Nonstatutory Stock Option Plan and 1987
Stock Appreciation Rights Plan.
 
     The Executive Committee of the Board of Directors currently consists of
Messrs. Berry, Bryant, Busch, Hoffman, Jamieson and Martin. The Executive
Committee was formulated to provide for the orderly and smooth transition of the
Chief Executive Officer position from Mr. Bryant to Mr. Hoffman and to provide
additional resources to assist management in making strategic decisions, consult
with management on technical, strategic, organizational and administrative
matters, acquisitions and dispositions, exploration, mergers and policy
regarding the long-term growth of the Company.
 
                                        5

<PAGE>   8
 
     The Investment Committee of the Board of Directors currently consists of
Messrs. Berry, Biller, Bush and Downs. The Investment Committee is responsible
for providing management with investment guidelines, monitoring investment
performance and acting as a liaison between management and the Board of
Directors on banking and investment matters.
 
     During 1994, the Board of Directors met five times, the Audit Committee met
twice, the Compensation Committee met twice, the Executive Committee met seven
times and the Investment Committee met twice. All of the nominees holding office
attended in excess of 75% of the board meetings and meetings of committees of
which they were members. Non-employee directors are currently paid a quarterly
fee of $3,000, plus $400 for each board meeting and $400 for each committee
meeting attended which is not held on the same day as the board meeting.
Effective April 1, 1995, the quarterly directors fee was adjusted back to it's
pre-1994 level of $3,750 per quarter for all non-employee directors. The Company
does not have a Nominating Committee.
 

                             EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The following table discloses compensation for the three fiscal years ended
December 31, 1994, received by the Company's Chief Executive Officer and former
Chief Executive Officer. None of the Company's other executive officers received
in excess of $100,000 in compensation in 1994.
 

<TABLE>
<CAPTION>
                                                       ANNUAL COMPENSATION(1)         ALL OTHER
                        NAME AND                    -----------------------------    COMPENSATION
                   PRINCIPAL POSITION               YEAR    SALARY($)    BONUS($)       ($)(2)
    ----------------------------------------------  ----    ---------    --------    ------------
    <S>                                             <C>      <C>          <C>           <C>
    Jerry V. Hoffman                                1994     180,000          --        11,327
    President and Chief Executive Officer           1993     191,250      30,000        11,956
                                                    1992     162,500      10,000        10,747
    Harvey L. Bryant                                1994     106,442          --        60,979
    Chairman and former Chief Executive Officer(3)  1993     300,000      40,000        17,419
                                                    1992     300,000      15,000        16,659
</TABLE>

 
- ---------------
 
(1) Does not include the value of perquisites and other personal benefits
    because the aggregate amount of such compensation, if any, does not exceed
    the lesser of $50,000 or 10 percent of the total amount of annual salary and
    bonus for any named individual.
 
(2) Includes Company contributions under the 401(k) Thrift Plan for 1994 and
    1993, respectively, of $10,800 and $11,475 for Mr. Hoffman and $6,387 and
    $15,000 for Mr. Bryant. Also includes split dollar life insurance
    compensation for 1994 and 1993, respectively, of $527 and $481 for Mr.
    Hoffman and $2,770 and $2,419 for Mr. Bryant. Mr. Bryant's compensation for
    1994 also includes $40,572 for unused vacation and $11,250 of deferred
    compensation paid at retirement.
 
(3) Mr. Bryant retired as an employee and Chief Executive Officer on May 20,
    1994. Pursuant to a one year consulting agreement, Mr. Bryant will receive
    $4,800 per month from June 1994 through May 1995 as an independent
    contractor for the Company.
 
                                        6

<PAGE>   9
 
                             OPTION GRANTS IN 1994
 

<TABLE>
<CAPTION>
                                                                                    POTENTIAL REALIZABLE
                           NUMBER OF      PERCENT                                  VALUE AT ASSUMED ANNUAL
                           SECURITIES     OF TOTAL                                  RATES OF STOCK PRICE
                           UNDERLYING     OPTIONS                                  APPRECIATION FOR OPTION
                            OPTIONS      GRANTED TO     EXERCISE                      TERM(C) (DOLLARS)
                           GRANTED(A)    EMPLOYEES       PRICE       EXPIRATION    -----------------------
          NAME              (NUMBER)     IN 1994(B)    ($/SHARE)        DATE          5%           10%
- -------------------------  ----------    ----------    ----------    ----------    --------     ----------
<S>                          <C>            <C>          <C>          <C>          <C>          <C>
Jerry V. Hoffman.........    100,000        33.3%        $10.75       12/2/2004    $697,000     $1,847,000
Harvey L. Bryant.........      3,000          (A)        $10.75       12/2/2004    $ 20,910     $   55,410
</TABLE>

 

<TABLE>
<CAPTION>
                                                                   ASSUMED PRICE APPRECIATION
                                                                  -----------------------------
                                                                       5%              10%
                                                                  ------------     ------------
<S>                                                               <C>              <C>
Assumed price per share at 12/2/2004............................  $      17.72     $      29.22
Gain on one share valued at $10.75 at 12/2/94...................  $       6.97     $      18.47
Gain on all shares (based on 21,932,061 shares outstanding at
  12/31/94).....................................................  $152,866,465     $405,085,167
Gain for all 1994 optionees (based on 333,000 options)..........  $  2,321,010     $  6,150,510
Optionee gain as a percentage of total stockholder gain.........          1.5%             1.5%
</TABLE>

 
- ---------------
 
(A) The options were granted pursuant to the 1987 Nonstatutory Stock Option Plan
    and the 1994 Stock Option Plan. The 1994 Stock Option Plan is subject to
    shareholder approval. The exercise price of the options is the closing price
    of Berry Petroleum Company Class A Common Stock as reported by the New York
    Stock Exchange for the date of grant. The maximum option exercise period is
    ten years from the date of the grant. The optionees may pay for option stock
    with cash, Berry Common Stock they already own, or with proceeds from the
    sale of stock acquired by exercise of the option (a cashless exercise). The
    employee options become exercisable in four equal installments. The first
    25% become exercisable on December 2, 1995 and the remaining options become
    exercisable in equal installments on December 2, 1996, 1997 and 1998.
    Vesting of options ceases upon termination of employment. The options cease
    to be exercisable 90 days after termination of employment. The options
    granted to Mr. Bryant were from options granted to the non-employee
    directors and vest immediately.
 
(B) Total options granted in 1994: 333,000; 300,000 options were granted to
    employees and 33,000 options were granted to the non-employee directors,
    including 3,000 options to Mr. Bryant.
 
(C) Use of the assumed stock price appreciation of 5% and 10% each year for the
    option period is required by Securities and Exchange Commission Regulation
    S-K. No valuation method can accurately predict future stock price or option
    values because there are too many unknown factors. If the stock price does
    not increase, the options will have no value.
 
              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                     AND FISCAL YEAR-END OPTION/SAR VALUES
 
     The following table provides information on Options/SARs exercised in 1994
by the named executive officers and the value of such officers' unexercised
Options/SARs at December 31, 1994.
 

<TABLE>
<CAPTION>
                                                          NUMBER OF SECURITIES
                               SHARES                    UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                              ACQUIRED                  OPTIONS/SARS AT YEAR-END       IN-THE-MONEY OPTIONS/SARS
                                 ON        VALUE                 (#)(B)                    AT YEAR-END(A)($)
                              EXERCISE    REALIZED    ----------------------------    ----------------------------
            NAME                (#)        ($)(A)     EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
- ----------------------------  --------    --------    -----------    -------------    -----------    -------------
<S>                               <C>         <C>        <C>            <C>                <C>             <C>
Jerry V. Hoffman............      0           0          43,800         100,000            0               0
Harvey L. Bryant............      0           0          17,800           3,000            0               0
</TABLE>

 
                                        7

<PAGE>   10
 
- ---------------
 
(A) Market value of underlying securities at exercise date or year-end, as the
    case may be, minus the exercise or base price of "in-the-money"
    options/SARs. At December 31, 1994 the exercise price of the outstanding
    Options/SARs was in excess of the closing price as reported by the New York
    Stock Exchange.
 
(B) The unexercisable options at year-end were from the December 2, 1994 option
    grants and are subject to approval of the 1994 Stock Option Plan by the
    shareholders.
 
 
        BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
     Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following report shall not be incorporated by reference
into any such filings.
 
     The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. During 1994 the Committee was
composed of four non-employee Directors. The Committee is committed to a strong,
positive link between business performance, strategic goals, and compensation
and benefit programs.
 
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION POLICY
 
     The Company's compensation policy is designed to support the overall
objective of enhancing value for our shareholders by:
 
     o Attracting, developing, rewarding, and retaining highly qualified and
       productive individuals.
 
     o Directly relating compensation to both Company and individual
       performance.
 
     o Ensuring compensation levels that are externally competitive and
       internally equitable.
 
     o Encouraging executive stock ownership to enhance a mutuality of interest
       with other shareholders.
 
     The following is a description of the elements of executive compensation
and how each relates to the objectives and policy outlined above.
 
  BASE SALARY
 
     The Committee reviews each executive officer's salary annually. In
determining appropriate salary levels, we consider the level and scope of
responsibility, experience, Company and individual performance, internal equity,
as well as pay practices of other companies relating to executives of similar
responsibility. By design, we strive to set executives' salaries at competitive
market levels.
 
     We believe maximum performance can be encouraged through the use of
appropriate incentive programs. Incentive programs for executives are as
follows:
 
  ANNUAL INCENTIVES
 
     Annual incentive awards are made to executives to recognize and reward
corporate and individual performance. The plan in effect provides an incentive
fund of up to 2% of the Company's net earnings after taxes. A portion of the
available bonus is reserved for discretionary performance awards by the Chief
Executive Officer for other employees whose efforts and performance are judged
to be exceptional. The cash bonuses paid in 1993 based on 1992 results were 2%
of the Company's net earnings after taxes, however, due to low crude oil prices
and special charges, no incentive cash bonuses were paid in 1994 or in 1995.
 
     The amount individual executives may earn is directly dependent upon the
individual's position, responsibility, and ability to impact the Company's
financial success. External market data is reviewed periodically to determine
competitive incentive opportunities for individual executives.
 
                                        8

<PAGE>   11
 
  LONG-TERM INCENTIVE PLANS COMPENSATION
 
     Non-Statutory Stock Option ("NSO") and Stock Appreciation Rights ("SAR")
Plans
 
     The purpose of these plans is to provide additional incentives to employees
to work to maximize shareholder value. The NSO and SAR plans generally utilize
vesting periods to encourage key employees to continue in the employ of the
Company. The Compensation Committee is charged with responsibility for
administering and granting non-statutory stock options and stock appreciation
rights. As indicated in Proposal Number 2, the shares available in the 1987 NSO
Plan have been fully utilized, the 1987 Stock Appreciation Rights Plan has been
terminated and the 1994 Stock Option Plan, if approved by the shareholders, will
function to provide employees with continuing incentives to work towards
maximizing shareholder value.
 
  CHIEF EXECUTIVE OFFICER
 
     Mr. Hoffman replaced Mr. Bryant as the Chief Executive Officer in May 1994.
The Committee believes Mr. Hoffman has managed the Company well during his first
year in what has proved to be a very difficult environment for Berry Petroleum
Company in particular, and for energy companies as a whole. Mr. Hoffman's
compensation incentives are primarily derived from the Bonus Plan and the Option
and SAR Plans. The value of the Options and SARs are directly related to the
Company's stock performance.
 
                COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
 

<TABLE>
    <S>                          <C>                    <C>
    March 17, 1995               Dr. Ralph B. Busch     William B. Charles
                                 Benton Bejach          Roger G. Martin
</TABLE>

 
                            ------------------------
 
SEVERANCE AGREEMENTS
 
     The Company has entered into a salary continuation agreement with Mr.
Hoffman and other executives which guarantees their salary will be paid in one
lump sum, or, at their option, be continued for one year for Mr. Hoffman or six
months for the other executives, following a sale of all or substantially all of
the oil producing properties of Berry or a merger or other reorganization
between Berry and a non-affiliate which results in a change of ownership or
operating control.
 
LIFE INSURANCE COVERAGE
 
     The Company provides certain individuals who are officers or other
high-level executives with life insurance coverage in addition to that available
to employees under the Company's group-term life insurance plan. The amount of
this life insurance coverage for Mr. Hoffman is $442,000. Depending on certain
variables, an executive or beneficiary may be entitled to insurance benefits
exceeding the amount of term insurance that could otherwise have been purchased
with the portion of the premium payments that are imputed to the executive as
taxable income.
 
NON-QUALIFIED RETIREMENT PLAN
 
     Berry's Board of Directors adopted a non-qualified retirement plan in
December 1988. This plan was designed to make up the difference in retirement
benefits which certain employees could not receive due to limitations imposed by
the Internal Revenue Code. The Company's Defined Benefit Retirement Plan was
terminated as of December 31, 1991. The non-qualified retirement plan is
administered by the Board of Directors which determines the obligation and
required funding for the plan. Mr. Bryant is the only participant covered by
this plan. This plan provides monthly retirement payments beginning at age 65
and continuing for life with a 10 year period term certain. Mr. Bryant's
benefit, which began November 1, 1994 at age 65, is $4,805 per month. No
additional expense was incurred to fund this plan for 1994.
 
                                        9

<PAGE>   12
 
                               PERFORMANCE GRAPH
 
     The following Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
 
     Total returns assume $100 invested on December 31, 1989 in shares of Berry
Petroleum Company, the Standard & Poors ("S&P") 500 Index and the Dow Jones
Secondary Oil Company Index (which includes 13 companies) assuming reinvestment
of dividends for each measurement period. During 1994, the Company performed
slightly better than the S&P 500 and the peer group. The information shown is
historical and is not necessarily indicative of historical reserve or asset
growth or future performance.
 
                            TOTAL RETURN ANALYSIS


<TABLE>
<CAPTION>
  MEASUREMENT PERIOD                                   DOW JONES SECONDARY
(FISCAL YEAR COVERED)        BERRY PETROLEUM                OIL COS.#                S&P 500
- ---------------------        ---------------           -------------------           -------
<S>                              <C>                        <C>                      <C>
12/31/89                         100.00                      100.00                  100.00
12/31/90                         101.20                       82.23                   96.87
12/31/91                          77.34                       81.22                  125.81
12/31/92                          89.45                       86.18                  134.93
12/31/93                          75.50                       97.17                  148.01
12/30/94                          75.81                       96.19                  145.73
</TABLE>

- -----------
Source: Nordby International, Inc., Boulder, CO 800-926-7404

* S&P 500 Total Return provided by Bloomberg Financial Markets

# Dow Jones Secondary Oil Cos. total return calculated by Nordby International,
  Inc.

                                       10

<PAGE>   13
 

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
EAGLE CREEK MINING & DRILLING, INC.
 
     Eagle Creek Mining & Drilling, Inc. ("Eagle Creek"), a California
corporation, was a wholly-owned subsidiary of the Company's predecessor until it
was spun off to the majority shareholders of the predecessor in 1985. On
November 30, 1989, Eagle Creek purchased the assets of S&D Supply Company, a
California partnership. S&D Supply Company, a retail distributor of oilfield
parts and supplies ("S&D"), is now a division of Eagle Creek. The Company
renewed its five year contract in 1994 with S&D, whereby the Company will
purchase oilfield parts and supplies from S&D at competitive prices through
November 30, 1999. The amounts paid to S&D under this contract in 1994, 1993 and
1992 were $286,000, $597,000 and $116,000, respectively.
 
     Mr. Bush is a Director of Eagle Creek. Also, Mr. Charles, Mr. Bejach and
Dr. Busch are Directors of Berry and Mr. Charles, Mr. Bejach's wife, and Dr.
Busch's wife, and their immediate families, are significant beneficial owners of
the stock of Eagle Creek. In addition, certain of the family members are
directors and executive officers of Eagle Creek.
 
V
ICTORY SETTLEMENT TRUST
 
     In connection with the reorganization of the Company in 1985, a shareholder
of Berry Holding Company, Victory Oil Company, a California partnership
("Victory"), brought suit against Berry Holding Company (one of Berry's
predecessor companies prior to the reorganization in 1985) and all of its
directors and officers and certain significant shareholders seeking to enjoin
the reorganization. As a result of the reorganization, Victory's shares of Berry
Holding Company stock were converted into shares of Berry Common Stock
representing approximately 9.7% of the shares of Berry Common Stock outstanding
immediately subsequent to the reorganization. In 1986, Berry and Victory,
together with certain of its affiliates, entered into the Instrument for
Settlement of Claims and Mutual Release (the "Settlement Agreement").
 
     The Settlement Agreement provided for the exchange (and retirement) of all
shares of Common Stock of Berry held by Victory and certain of its affiliates
for certain assets (the "Settlement Assets") conveyed by Berry to Victory. The
Settlement Assets consisted of (i) a 5% overriding royalty interest in the
production removed or sold from certain real property situated in the
Midway-Sunset field which is referred to as the Maxwell property ("Maxwell
Royalty") and (ii) a parcel of real property in Napa, California.
 
     The shares of Berry Holding Company (BHC) originally acquired by Victory
and the shares of Berry Stock issued to Victory in exchange for the BHC Stock in
the reorganization (the "Victory Shares") were acquired subject to a legend
provision designed to carry out certain provisions of the Will of Clarence J.
Berry, the founder of Berry's predecessor companies. The legend enforces an
Equitable Charge (the "Equitable Charge") which requires that 37.5% of the
dividends declared and paid on such shares from time to time be distributed to a
group of lifetime income beneficiaries (the "B" Group).
 
     As a result of the Settlement Agreement, the "B" Group was deprived of the
dividend income they would have received on the Victory Shares under the
Equitable Charge. In order to adequately protect the interests of the "B" Group,
Berry executed a Declaration of Trust (the "Victory Settlement Trust"). In
recognition of the obligations of Berry and Victory with respect to the
Equitable Charge, Victory agreed in the Settlement Agreement to pay to Berry in
its capacity as trustee under the Victory Settlement Trust, 20% of the 5%
Maxwell Royalty ("Maxwell "B" Group Payments"). The Maxwell "B" Group Payments
will continue until the death of the last surviving member of the "B" Group, at
which time the payments will cease and the Victory Settlement Trust will
terminate. There is one surviving member of the "B" Group.
 
     Under the Settlement Agreement, Berry agreed to guarantee that the "B"
Group will receive the same dividend income under the Equitable Charge that they
would have received had the Victory shares remained as issued and outstanding
shares. Accordingly, when Berry declares and pays dividends on its capital
stock, it is obligated to calculate separately the amount of dividends that
would have been paid to the "B" Group had the Victory Shares not been retired
(the "Deemed Dividend Payments"). Berry will make payments from the
 
                                       11

<PAGE>   14
 
Victory Settlement Trust to the surviving member of the "B" Group which may
constitute all or a part of the Deemed Dividend Payment in March and September
of each year. Such payments will be made to the surviving member of the "B"
Group for the remainder of his life.
 
     Typically, the Maxwell "B" Group Payments have contributed to a portion or
all of the payment of the Deemed Dividend Payments. Pursuant to the Settlement
Agreement, Berry agreed to make up any deficiency in such Deemed Dividend
Payments. The Company paid $68,750 in 1994 to meet its obligations under the
Settlement Agreement to the B Group survivor. The B Group survivor and his
sister, Ethel D. Busch, are significant shareholders of Berry. Ethel D. Busch's
husband, Dr. Ralph Busch, is a current Director of Berry.
 
 
                   PROPOSAL NO. 2 -- 1994 STOCK OPTION PLAN
INTRODUCTION
 
     The 1994 Stock Option Plan (the "1994 Plan") was adopted by the Board of
Directors of the Company effective December 2, 1994. The 1994 Plan (the "Plan")
provides for the grant of options ("Options") to eligible directors, officers
and employees of the Company. The Plan is being submitted to the shareholders of
the Company for their approval at this Annual Meeting of Shareholders. The Plan
is intended to provide continuing availability of option grants and is
substantially similar to the 1987 Nonstatutory Stock Option Plan (the "1987
Plan"). Since there were no remaining authorized shares available for issuance
under the 1987 Plan and the 1987 Plan terminates in less than two years, the
Board of Directors adopted the new Plan. The remaining SARs available from the
1987 Stock Appreciation Rights Plan were cancelled in 1994.
 
     The Common Stock and the Class B Stock (the "Capital Stock") shall vote as
a single class on the Plan. Each share of Common Stock is entitled to one vote
and each share of Class B Stock is entitled to 95% of one vote. Approval of the
Plan requires a majority of the eligible votes cast in person or by proxy at the
A
nnual Meeting. The Board of Directors recommends that you vote FOR Proposal No.
2. Proxies solicited hereby will be voted for approval of the Plan unless a vote
against the proposal or abstention is specifically indicated.
 
     The following is a summary of the principal features of the Plan. The
summary, however, is subject in all respects to the express provisions of the
Plan, a copy of which is attached hereto as Exhibit A.
 
PURPOSE, ADMINISTRATION AND ELIGIBILITY
 
     The purpose of the Plan is to attract, retain and motivate talented persons
to provide managerial, administrative and other specialized services to the
Company by providing such persons with a proprietary interest in the Company. In
addition, the Plan is intended to further align these individuals' interests
with those of the shareholders. The Plan is administered by the Compensation
Committee of the Board, or its successor (the "Committee"), which determines (1)
the persons who are to receive Options, (2) the time when the Options will be
granted, (3) the terms and conditions, not inconsistent with the provisions of
the Plan, of any Options granted, and (4) the number of shares subject to or
covered by each Option. The Board has the authority, subject in all cases to the
express provisions of the Plan, to adopt rules and regulations relating to the
Plan. In general, any full-time or part-time employee, officer or director of
the Company, or of any parent corporation or subsidiary company, is eligible to
receive Options under the Plan. At this time, however, it is the Committee's
intention, except for formula grants to non-employee directors, to grant options
only to officers and/or key employees of the Company who, in the judgment of the
Committee, perform services of major importance in the management, operation
and/or development of the Company.
 
SECURITIES SUBJECT TO PLAN
 
     The maximum aggregate number of shares of Common Stock which may be
optioned and sold under the 1994 Plan is 1,000,000 shares of Common Stock. Such
limitation is subject to adjustment in the event of a reorganization,
recapitalization, reclassification, stock dividend, stock split or reverse
split. In any event, however, no Option may be granted if the sum of the shares
of Common Stock subject to unexpired or unexercised Options under the Plan or
under any other stock option or stock appreciation plan of the Company would
exceed 20% of the total shares of voting stock outstanding at such time. There
is no "per person" limit
 
                                       12

<PAGE>   15
 
on the number of or value of Options that a given individual may receive. The
closing sale price per share of the Common Stock as reported by the New York
Stock Exchange, as of March 6, 1995, was $9.25.
 
ALLOCATION OF OPTIONS
 
     On December 2, 1994, the Committee authorized the issuance of an aggregate
of 300,000 Options to the Company's six Executive Officers and to one other
Manager, at an exercise price of $10.75 per share. The closing sale price per
share of the Common Stock as reported by the New York Stock Exchange was $10.75
on December 2, 1994. None of the Options granted are currently eligible to be
exercised. The Options granted vest at 25% each year until 100% of the Options
are vested at the end of the fourth year.
 
FORMULA GRANTS
 
     The Plan allows for option grants to all non-employee directors under a
formula plan whereby all non-employee directors receive Options. On December 2,
1994, an aggregate of 33,000 Options (3,000 Options to each non-employee
director) were granted to the eleven non-employee directors at an exercise price
of $10.75 per share. The Options granted vest immediately and are eligible for
exercise anytime after the 1994 Plan is approved by the shareholders. The
formula plan provides for the annual grant of 3,000 Options to each non-employee
director holding office on each December 2nd for the term of the Plan at the
fair market value on the date of grant.
 
TERMS AND CONDITIONS
 
     In consideration of the granting of Options under the Plan, an eligible
person must enter into a written agreement. Such agreement may contain such
terms, provisions and conditions consistent with the Plan as may be determined
from time to time by the Committee.
 
     The per share exercise price for shares to be issued under the Plan shall
be determined by the Committee and may be equal to, greater than or less than
the fair market value (as defined in the Plan) of the shares on the date of the
grant or during a designated valuation period. In no event, however, shall the
exercise price be less than 80% of such fair market value. The exercise price is
payable in cash or, at the discretion of the Committee, with shares of Common
Stock previously acquired. The equivalent dollar value of the shares used to
effect a purchase shall be the fair market value of the shares on the date of
exercise.
 
     Options granted under the Plan will vest and be exercisable at such times
and in such installments as the Committee shall provide in the individual
agreement. In addition, all such installments shall expire and terminate on such
date as the Committee shall determine, which shall not be later than ten years
from the date such installment was granted. Any accrued Options under the Plan
terminate when the grantee's relationship with the Company is terminated for any
reason. In such event (except for a termination resulting from death or
disability), all accrued installments remain exercisable for no longer than
three months following such termination. If a grantee ceases his or her
relationship with the Company because of the grantee's death or disability, any
accrued Option will be exercisable on the date of termination of employment, but
no later than twelve months after such termination of employment. In no event,
however, will any Option be exercisable more than ten years after the date it
was granted.
 
     No Option granted under the Plan will be transferable by any grantee other
than by will or the laws of descent and distribution, and during the lifetime of
a grantee the Option will be exercisable only by him or her.
 
ACCELERATING EVENTS
 
     If the Company (i) dissolves or liquidates, (ii) goes out of existence or
becomes the subsidiary of another corporation as a result of a reorganization,
merger or consolidation, (iii) sells all or substantially all of its assets or
(iv) is acquired by any person, or group of persons acting in concert, through
the purchase of more than 80% of its voting stock, then all outstanding Options
granted under the Plan may become exercisable immediately prior to any such
event. This acceleration, however, will not occur if the Options are to be
continued by a successor entity or if appropriate substitutions are provided.
 
                                       13

<PAGE>   16
 
AMENDMENT OR TERMINATION
 
     The Plan provides that the Board of Directors may at any time amend, alter
or terminate the Plan; provided, however, that unless required by applicable
law, the Board shall not amend the Plan without shareholder approval if the
amendment would (i) materially increase the benefits under the Plan, (ii)
materially increase the number of shares which may be subject to options under
the Plan, (iii) materially modify the requirements as to eligibility for
participation under the Plan, or (iv) otherwise materially modify the Plan
within the meaning of certain SEC Rules and Regulations. The Plan will terminate
on December 2, 2004, unless sooner terminated by the Board.
 
FEDERAL INCOME TAX CONSEQUENCES
 
     The following summary of federal income tax consequences does not purport
to be a complete statement of the law in this area. Furthermore, the discussion
below does not cover the tax consequences of the Plan under state and/or other
local tax laws, and such tax laws may not correspond to the federal tax
treatment described herein. The Plan is not subject to the Employee Retirement
Income Security Act of 1974, as amended, and is not qualified under Section
401(a) of the Internal Revenue Code.
 
     In general, there are no tax consequences to the optionee upon the grant of
an Option under the Plan, but upon exercise the optionee generally will
recognize ordinary income equal to the excess of the fair market value of the
stock received over the Option exercise price. Upon a subsequent disposition of
the shares received on exercise, the difference between the amount realized on
such disposition and the fair market value of the shares on the date of exercise
generally will be treated as a separate capital gain or loss.
 
     Optionees who are subject to the "insider trading" rules of Section 16(b)
of the Securities and Exchange Act of 1934 (i.e., officers, directors and 10%
shareholders) are subject to different tax rules. Such optionees are not treated
as recognizing ordinary income upon the exercise of a nonstatutory stock option
under the rules described above unless they affirmatively elect such treatment
under Section 83(b) of the IRC within 30 days after exercise. In the absence of
such an election, such an optionee generally is treated as recognizing ordinary
income on the date six months following the exercise date (or on such earlier
date on which such optionee no longer is subject to suit under the Section 16(b)
insider trading rules). The amount of ordinary income recognized at such time
would be equal to the excess of (i) the fair market value of the stock at that
time (rather than at the time the option was exercised) over (ii) the purchase
price paid for such stock.
 
     In addition, the exercise of outstanding Options that become exercisable
upon an event described above under "Accelerating Events" in certain
circumstances may result in all or a portion of the difference between the fair
market value and the exercise price of any shares issuable in respect to such
Options being characterized as "excess parachute payments." A 20% excise tax is
imposed on the optionee on any amount so characterized and the Company will be
denied any tax deduction for such amount.
 
COMPANY DEDUCTIONS, WITHHOLDINGS AND INFORMATION REPORTS
 
     The Company will generally be entitled to a deduction in an amount equal to
the ordinary compensation income recognized by a grantee on the exercise of a
nonstatutory stock option. Typically, the Company is required to make applicable
federal payroll withholdings with respect to such compensation income recognized
by grantees who are employees. Such withholding ordinarily will be accomplished
by withholding the required amount from other cash compensation due from the
Company to the grantee, by having the grantee pay to the Company the required
withholding amount, or by such other permissible methods as the Company may deem
appropriate. Whether or not such withholdings are required, the Company will
make such information reports to the IRS as may be required with respect to any
income of a grantee (whether or not an employee) attributable to transactions
involving the grant or exercise of options and/or the disposition of shares
acquired on exercise of options.
 
                                       14

<PAGE>   17
 

                 PROPOSAL NO. 3 -- RATIFICATION OF SELECTION OF
                         INDEPENDENT PUBLIC ACCOUNTANTS
 
     The Board of Directors, after consideration of the recommendation of the
Audit Committee, has selected the certified public accounting firm of Coopers &
Lybrand L.L.P. as the Company's independent accountants for the year 1995.
Shareholders will be asked to ratify the selection of Coopers & Lybrand L.L.P.
at the Annual Meeting. Ratification will require the favorable vote of the
holders of a majority of the Capital Stock represented and voting at the
Meeting. Although ratification of the accountants by shareholders is not legally
required, the Company's Board of Directors believes such ratification to be in
the best interest of the Company and its shareholders. If the shareholders do
not ratify this appointment, other firms of certified public accountants will be
considered by the Board of Directors upon recommendation of the Audit Committee.
Coopers & Lybrand L.L.P. has been the Company's independent accountants since
1991. One or more representatives of Coopers & Lybrand L.L.P. are expected to
attend the Annual Meeting with the opportunity to make a statement if they
desire to do so and be available at that time to respond to appropriate
questions.
 
                SHAREHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
 
     Any proposal of a shareholder intended to be presented at the next annual
meeting of shareholders, expected to be held on May 17, 1996, must be received
at the office of the Secretary of the Company by December 11, 1995, if such
proposal is to be considered for inclusion in the Company's proxy statement and
form of proxy relating to that meeting.
 
                                 ANNUAL REPORT
 
     The Company's 1994 Annual Report to Shareholders has been mailed to
shareholders concurrently herewith, but such report is not incorporated in this
Proxy Statement and is not deemed to be a part of this proxy solicitation
material.
 
     On or about March 27, 1995, the Company filed with the Securities and
Exchange Commission its Annual Report on Form 10-K. This Report contains
detailed information concerning the Company and its operations, supplementary
financial information and certain schedules which, except for exhibits, are
included in the Annual Report to Shareholders. A COPY OF THE EXHIBITS WILL BE
FURNISHED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO: INVESTOR
RELATIONS, BERRY PETROLEUM COMPANY, 28700 HOVEY HILLS ROAD, P.O. BIN X, TAFT, CA
93268.
 
                            EXPENSES OF SOLICITATION
 
     The total cost of this solicitation will be borne by the Company. In
addition to use of the mails, certain officers, directors and regular employees
of the Company, without receiving additional compensation, may solicit proxies
personally by telephone or facsimile. The Company may reimburse persons holding
shares in their own names or in the names of their nominees for expenses they
incur in obtaining instructions from beneficial owners of such shares.
 
                                       15

<PAGE>   18
 
 
                                OTHER MATTERS
 
     Management knows of no other business to be presented at the Meeting, but
if other matters do properly come before the Meeting, it is intended that the
persons named in the proxy will vote on said matters in accordance with their
best judgment.
 
     The above Notice, Proxy Statement and Form of Proxy are sent by Order of
the Board of Directors.
 
                                          KENNETH A. OLSON
                                          Corporate Secretary
 
April 10, 1995
 
                                       16

<PAGE>   19
 
                                   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.
 
     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 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.
 
                                       A-1

<PAGE>   20
 
     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 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 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.
 
                                       A-2

<PAGE>   21
 
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 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.
 
                                   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 pursuant to which an Option is
granted, an Option may be exercised when Accrued
 
                                       A-3

<PAGE>   22
 
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 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
     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,
and (except as
 
                                       A-4

<PAGE>   23
 
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 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 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)
nor (ii) is satisfied, any Optionee holding outstanding Options shall have the
right, at such time immediately prior to the consummation of the Terminating
 
                                       A-5

<PAGE>   24
 
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 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 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 stock certificates have been issued, 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
 
                                       A-6

<PAGE>   25
 
representations and warranties and the providing of such other assurances that
the Committee may require with respect to the 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.
 
     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 any 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-7

<PAGE>   26
                                                          /X/  Please mark
                                                                your votes
                                                                 as this  
                                                        

                                                          
          ------                               ------
          COMMON                               COMMON

The Board of Directors Recommends a Vote FOR Proposals 1, 2, and 3

1. ELECTION OF DIRECTORS
   B. Bejach, W. Berry, G. Biller, H. Bryant, R. Busch, W. Bush, W. Charles, 
   R. Downs, J. Hagg, J. Hoffman, T. Jamieson, R. Martin

(INSTRUCTION: To withhold authority to vote for any nominee, strike a line 
 through that nominee's name in the list above.)

 FOR all nominees listed (except as marked to the contrary)  / / 
                                                                  
 WITHHOLD AUTHORITY TO VOTE for all nominees listed          / / 
                                                                  
2. APPROVE THE COMPANY'S 1994 STOCK OPTION PLAN

           FOR            AGAINST         ABSTAIN

           / /              / /             / /

           
3. PROPOSAL TO RATIFY THE SELECTION OF Coopers & Lybrand L.L.P. as the
   independent accountants of the corporation


          FOR            AGAINST         ABSTAIN

          / /             / /             / /


4. The Proxies are authorized to vote upon such other business as may properly 
   come before the meeting.


Dated:                                     , 1995
      -------------------------------------


      ------------------------------------------
                      Signature

      ------------------------------------------
              Signature if held jointly

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give the full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.

          PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                         USING THE ENCLOSED ENVELOPE.



<PAGE>   27


P                            BERRY PETROLEUM COMPANY
R                 PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
O
X          This Proxy is Solicited on Behalf of the Board of Directors
Y

The undersigned shareholder of Berry Petroleum Company, a Delaware Corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and
Proxy Statement and hereby appoints Harvey L. Bryant and Jerry V. Hoffman as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the Common
Stock or Class B Stock of Berry Petroleum Company held of record by the
undersigned on March 27, 1995 at the annual meeting of shareholders to be held
May 19, 1995 or any adjournment thereof. 

This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR Proposals 1, 2 and 3 and in accordance with the recommendations
of the Board of Directors on any other matters that may properly come before
the meeting.

                  (Continued and to be signed on reverse side)