UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM 10-Q/A


[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.
   
For the quarterly period ended March 31, 1996

Commission file number 1-9735


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


           DELAWARE                                        77-0079387   
(State or other jurisdiction of                         (I.R.S. Employer   
incorporation or organization)                         Identification No.)

28700 Hovey Hills Road, P.O. Bin X, Taft, California              93268   
(Address of principal executive offices)                        (Zip Code)

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

Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report:

                                   NONE


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

     The number of shares of each of the registrant's classes of capital
stock outstanding as of March 31, 1996, was 21,032,987 shares of Class A
Common Stock ($.01 par value) and 898,892 shares of Class B Stock ($.01 par
value).  All of the Class B Stock is held by a shareholder who owns in
excess of 5% of the outstanding stock of the registrant.










                          BERRY PETROLEUM COMPANY
                                Form 10-Q/A


Reason for 10-Q/A Filing:

This 10-Q/A for the quarter ended March 31, 1996 is being filed to amend
the Financial Data Schedule filed with the original 10-Q filed on EDGAR on
May 1, 1996.  The original Financial Data Schedule was filed with a type
code of EX-5, not EX-27 as required.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

BERRY PETROLEUM COMPANY



/s/ Jerry V. Hoffman
Jerry V. Hoffman
 President and
 Chief Executive Officer



/s/ Ralph J. Goehring
Ralph J. Goehring
 Chief Financial Officer
 (Principal Financial Officer)



Date: June 26, 1996








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<ARTICLE> 5
<CIK> 0000778438
<NAME> BERRY PETROLEUM COMPANY
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          22,196
<SECURITIES>                                    14,698
<RECEIVABLES>                                    9,242
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                48,132
<PP&E>                                         140,504
<DEPRECIATION>                                  67,780
<TOTAL-ASSETS>                                 121,350
<CURRENT-LIABILITIES>                           10,056
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           219
<OTHER-SE>                                      93,510
<TOTAL-LIABILITY-AND-EQUITY>                   121,350
<SALES>                                         12,145
<TOTAL-REVENUES>                                12,603
<CGS>                                                0
<TOTAL-COSTS>                                    5,441
<OTHER-EXPENSES>                                 1,099
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  6,063
<INCOME-TAX>                                     2,202
<INCOME-CONTINUING>                              3,861
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,861
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                      .18
        

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