SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.   20549
                     _____________________________

                               FORM 8-K/A

                             CURRENT REPORT


                 Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported)   December 13, 1996


                          Berry Petroleum Company
          (Exact name of registrant as specified in its charter)


Delaware                        1-9735                      77-0079387 
_______________________________________________________________________
(State or other               (Commission                 IRS Employer
jurisdiction of                File Number)         Identification No.
incorporation)


           28700 Hovey Hills Road,    P.O. Bin X,   Taft, CA  93268
_______________________________________________________________________
                 (Address of principal executive offices)


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

                                   N/A
_______________________________________________________________________
      (Former name or former address, if changed since last report




<PAGE> 2
     On December 13, 1996, Berry Petroleum Company, a Delaware 
corporation (the "Company"), purchased certain assets from Exxon 
Corporation, a New Jersey corporation ("Exxon"), for the aggregate 
consideration of $49.5 million (net of operations from July 1, 1996).  
The consideration was paid from the Company's existing working capital 
and borrowing from the Company's unsecured credit facility with 
NationsBank of Texas.  The effective date of the transaction, as 
between the parties, was July 1, 1996.

     The assets purchased include all of the outstanding capital stock 
of San Joaquin Production Company ("SJPC"), a Louisiana corporation, 
formerly known as the Exxon San Joaquin Production Company.  The 
primary assets of SJPC were all of the stock of the Formax Oil 
Company, 100% owner of the Formax Properties which includes 200
acres of heavy oil producing properties and other assets associated
with heavy oil producing activities.  The Formax oil producing 
properties are located adjacent to the Company's South Midway-Sunset
field properties.  At closing, these Formax properties were producing 
about 1,050 barrels per day ("BPD") of heavy (13 degree API) crude oil
from 130 wells and had estimated reserves of approximately 20 million
barrels.

     The Formax property is subject to a 2-1/2% convertible overriding 
royalty to certain parties, plus a variable overriding royalty interest
("ORRI") reserved by Exxon on the net revenue interest held by the 
Company.  This ORRI provides for Exxon to receive an annual payment
equal to 75% of the posted price applicable for 13 degree API crude
oil in excess, if any, of a base price.  The base price is defined 
as $12.70 per barrel for 1996, escalated thereafter at 2% per year.


Item 7.        Financial Statements and Exhibits.

     (a).        Financial Statements.  Included herein.

     (b).        Pro Forma Financial Information.  Included herein.

     (c).        Exhibits.

10.1    Stock Purchase Agreement, dated December 11, 1996, by
    and between the Registrant and Exxon Corporation, a New
    Jersey corporation.  *

 *  Incorporated by reference to the original Form 8K filed
    on EDGAR December 17, 1996, Accession Number 0000778438-
    96-000023.




<PAGE> 3
                         Berry Petroleum Company

                            FORMAX 8K/A INDEX


Report of Price Waterhouse L.L.P.,                                   4
Independent Accountants

Historical Statement of Revenues and
  Direct Operating Expenses for the Years Ended
  December 31, 1994 and 1995 and for the
  Nine Months Ended September 30, 1995 and 1996                      5

Supplemental Information About Oil & Gas
  Producing Activities (Unaudited)                                   7

Unaudited Pro Forma Financial Information                            9




<PAGE> 4

                    REPORT OF INDEPENDENT ACCOUNTANTS
                   __________________________________

To the Board of Directors and Stockholders of
Berry Petroleum Company and Exxon Corporation


We have audited the accompanying statement of revenues and direct 
operating expenses of the Formax Properties for the years ended 
December 31, 1994 and 1995.  This statement is the responsibility of
management.  Our responsibility is to express an opinion on the 
statement based on our audit.

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

The accompanying statement reflects the revenues and direct operating 
expenses of the Formax Properties as described in Note 1 and was 
prepared as described in Note 2 and is not intended to be a complete 
presentation of the revenues and expenses of the Formax Properties.

In our opinion, the statement audited by us presents fairly, in all 
material respects, the revenues and direct operating expenses of the 
Formax Properties on the basis as described in Note 2 to the statement 
for the years ended December 31, 1994 and 1995.



PRICE WATERHOUSE LLP

Houston, Texas
February 10, 1997




<PAGE> 5
                          THE FORMAX PROPERTIES
                          _____________________

           STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
           ___________________________________________________
                       (in thousands of dollars)


                                 Year ended          Nine-month period
                                 December 31,       ended September 30,
                                _____________       ___________________

                                1994     1995         1995       1996
                                ____     ____         ____       ____
                                                        (unaudited)

Revenues:
  Crude oil revenues          $ 5,280   $ 5,301     $ 4,004     $ 4,401
Direct operating expenses:
  Lease and plant expenses      1,258       994         788         828
  Ad valorem and 
    Production taxes              315       570         240         468
                              _______    ______     _______     _______

Excess of revenues over
  direct operating expenses   $ 3,707   $ 3,737     $ 2,976     $ 3,105
                              =======   =======     =======     =======



     The accompanying notes are an integral part of this statement




<PAGE> 6
                          THE FORMAX PROPERTIES
                         ______________________


                   NOTES TO THE STATEMENT OF REVENUES
                     AND DIRECT OPERATING EXPENSES
                     _____________________________


NOTE 1 - THE PROPERTIES:
_______________________

On December 13, 1996, Berry Petroleum Company (the Company) purchased 
the outstanding stock of San Joaquin Production Company (SJPC), a 
wholly-owned subsidiary of Exxon Corporation (Exxon) for an aggregate 
consideration of approximately $49.5 million.  The consideration was 
paid from the Company's existing working capital and borrowing from the 
Company's unsecured credit facility with NationsBank of Texas.  At the 
time of purchase, the primary asset of SJPC was 100% of the stock of 
Formax Oil Company (Formax).  Formax's only assets were oil producing 
properties located in the Midway-Sunset Field (the "Formax 
Properties") adjacent to the Company's core producing properties.

NOTE 2 - BASIS OF PRESENTATION:
______________________________

Historical financial statements reflecting financial position, results 
of operations and cash flows required by generally accepted accounting 
principles have not been presented for the Formax Properties purchased 
by the Company.  Accordingly, historical summaries are presented in 
lieu of the financial statements required under Rule 3-05 of Securities
and Exchange Commission Regulations S-X.  The accompanying historical 
summaries include the revenues and direct operating expenses 
attributable to the production and sale of hydrocarbons produced from 
the Formax Properties for the years ended December 31, 1994 and 1995 
and the nine month periods ended September 30, 1995 and 1996.  
Depreciation, depletion and amortization, interest expense, income 
tax expense, land, legal, accounting, marketing and other general and
administrative expenses are excluded from the presentation.

The revenues and direct operating expenses of the Formax Properties 
for the nine-month periods ended September 30, 1995 and 1996 presented
in the Statement have not been audited by independent accountants; 
however, in the opinion of management, the amounts present fairly the
revenues and direct operating expenses of the Formax Properties for 
the nine-month periods ended September 30, 1995 and 1996.

The preparation of the historical summaries of revenues and direct 
operating expenses require management to make estimates and 
assumptions that affect the reported amounts of revenues and direct
operating expenses during the reporting period.  Actual results could
differ from those estimates.



<PAGE> 7
NOTE 3 - RELATED PARTY TRANSACTION:
__________________________________

All oil production from the Formax Properties was sold to the 
downstream operations of Exxon during the periods presented.

NOTE 4 - SUPPLEMENTAL OIL AND GAS INFORMATION (unaudited):
_________________________________________________________

The following estimates of proved reserves, all located in Kern 
County, California, represent interests in the Formax Properties
purchased by the Company from SJPC.  Proved reserves represent 
estimated quantities of crude oil which geological and engineering
data demonstrate with reasonable certainty to be recoverable in 
future years from known reservoirs under existing economic and 
operating conditions.  Proved developed oil and gas reserves are 
the quantities expected to be recovered through existing wells with
existing equipment and operating methods.  Proved undeveloped oil and
gas reserves are expected to be recovered from new wells on undrilled
acreage, or from existing wells for which relatively major 
expenditures are required for completion.

All of the reserves of the Formax Properties are crude oil reserves 
and the estimates which follow are based on estimates prepared by the 
Company's in-house engineering staff as of December 31, 1996.  The 
1994, 1995 and 1996 production, sales and the associated operating 
costs were added back to the estimates, as appropriate, for 
presentation of December 31, 1993, 1994 and 1995 reserve estimates.  

Changes in estimated reserve quantities
_______________________________________

The net interest in estimated quantities of proved developed and 
undeveloped reserves of crude oil at December 31, 1993, 1994 and 1995, 
and changes in quantities during each of the years then ended were as 
follows (in thousands of barrels)(unaudited):  
                                                      As of and for
                                                      the year ended
                                                       December 31,
                                                      ______________
                                                      1994      1995
                                                      ____      ____
Proved developed and undeveloped reserves:
  Beginning of year                                  20,885    20,396
  Less: production                                     (489)     (404)
                                                     ______    ______
  End of period                                      20,396    19,992
                                                     ======    ======
Proved developed reserves:
  Beginning of year                                   7,858     7,369
                                                     ______     _____
  End of period                                       7,369     6,965
                                                     ======     =====



<PAGE> 8
The information presented with respect to estimated future net revenues
and cash flows and the present value thereof is not intended to 
represent the fair value of oil reserves.  Actual future sales prices 
and production and development costs may vary significantly from those 
in effect at December 31, 1993, 1994 and 1995 and actual future 
production may not occur in the periods or amounts projected.  This 
information is presented to allow a reasonable comparison of reserve 
values prepared using standardized measurement criteria and should be 
used only for that purpose.

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

The standardized measure before income taxes has been prepared based 
upon the year-end sales prices of $8.25, $12.49 and $13.36 at December 
31, 1993, 1994 and 1995, respectively, at a ten percent annual discount
rate. No deduction has been made for depletion, depreciation or any 
indirect costs such as general corporate overhead or interest expense.
Future income tax estimates were not included as the historical basis 
of the Formax properties is not relevant.

                                                        Year ended
                                                        December 31,
                                                      _______________
                                                       1994       1995
                                                       ____       ____

Future cash inflows                                 $ 254,493  $267,027
Future production and development costs                87,872    86,470
                                                     ________  ________

Future net cash flows                                 166,621   180,557
10% annual discount for estimated timing of 
  cash flows                                          103,216   107,543
                                                     ________  ________

Standardized measure of discounted future net
 cash flows                                          $ 63,405  $ 73,014
                                                     ========  ========




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

                                                        Year ended
                                                        December 31,
                                                       ______________
                                                       1994      1995
                                                       ____      ____
Standardized measure before income taxes -
  beginning of year                                 $ 30,286  $ 63,405
Sales of oil produced,
  net of production costs                             (3,707)   (3,737)
Accretion of discount                                  3,029     6,340
Net changes in prices and production costs             34,460    11,775
Timing and other                                        (663)   (4,769)
                                                    ________  ________

Standardized measure before income taxes -
  end of year                                       $ 63,405  $ 73,014
                                                    ========  ========



<PAGE> 9
                         BERRY PETROLEUM COMPANY
                         _______________________
               UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
               __________________________________________


The accompanying unaudited pro forma financial statements are presented
to reflect the purchase by Berry Petroleum Company (the "Company"), of 
100% of the stock of San Joaquin Production Company (SJPC).  The 
primary asset of SJPC was 100% of the stock of Formax Oil Company
(Formax).  Formax's only assets were producing properties located in 
the Midway-Sunset Field (the "Formax Properties").  The acquisition 
closed on December 13, 1996, and was effective July 1, 1996.  
Historical information presented for the Formax Properties consists
of the Statement of Revenues and Direct Operating Expenses.  Certain 
costs, such as depreciation, depletion and amortization, interest 
expenses, income tax expenses, land, legal, accounting, marketing 
and other general and administrative expenses have not been presented.  
Accordingly, full separate financial statements prepared in accordance 
with generally accepted accounting principles have not been prepared.

The unaudited Pro Forma Statement of Operations for the year ended 
December 31, 1995, and for the nine months ended September 30, 1996, 
are presented as if the acquisition of the Formax Properties occurred 
on January 1, 1995 and 1996, respectively.  The unaudited Pro Forma 
Statement of Operations is presented based on adjustments to the 
historical financial statements of the Company and the Statement of 
Revenues and Direct Operating Expenses of the Formax Properties and 
are not necessarily indicative of future operations of the Company.  
The unaudited pro forma financial statements should be read in 
conjunction with the notes thereto and the Statement of Revenues 
and Direct Operating Expenses of the Formax Properties included 
herein.  In addition, reference should be made to the financial 
statements of the Company included in Form 10K for the year ended
December 31, 1995, and included in Form 10-Q for the nine months 
ended September 30, 1996, as filed with the Securities and Exchange
Commission.


<PAGE> 10
                         BERRY PETROLEUM COMPANY
                         _______________________
         PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
                   FOR THE YEAR ENDED DECEMBER 31, 1995
                   ____________________________________

Unaudited Pro Forma Financial Information
_________________________________________

The following unaudited pro forma financial information sets forth on a
pro forma basis the adjustments which would have been made to the 
Company's income statement for the year ended December 31, 1995 and for
the nine months ended September 30, 1996 assuming the acquisition had 
occurred as of January 1, 1995 and 1996, respectively:

                             Historical             Pro Forma
                         _________________   ________________________
                         Berry      Formax   Adjustments   Combined
                         _____      ______   ___________   ________
                   (in thousands of dollars, except per share amounts)
Revenues:
  Sales of oil and gas  $ 45,773   $  5,301   $   -          $ 51,074
  Interest and other
   income, net             2,344       -          -             2,344
  Gain on sale of assets   3,073       -          -             3,073
                        ________   ________   ________       ________
                          51,190      5,301       -            56,491
                        ________   ________   ________       ________
Expenses:
  Operating costs         18,264      1,564       -            19,828
  Depreciation,
   depletion and
   amortization            6,847       -           990 (1)      7,837
  Exploratory dry hole
   cost                    2,012       -          -             2,012
  General and 
   administrative          4,578       -          -             4,578
  Interest expense                     -         3,000 (2)      3,000
                        ________    _______    _______       ________
                          31,701      1,564      3,990         37,255
                        ________    _______    _______       ________
Net income before
 income taxes             19,489      3,737     (3,990)        19,236
Provision for
 income taxes              7,286       -           (95)(3)      7,191
                        ________    _______    _______       ________
Net income              $ 12,203    $ 3,737    $ 3,895       $ 12,045
                        ========    =======    =======       ========

Net income per share    $    .56                             $    .55
                        ========                             ========
Weighted average number
 of shares of capital
 stock used to
 calculate earnings
 per share                21,932                               21,932
                         =======                             ========



<PAGE> 11
                         BERRY PETROLEUM COMPANY
                         _______________________

         PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                ____________________________________________

                             Historical             Pro Forma
                         _________________   ________________________
                         Berry      Formax   Adjustments   Combined
                         _____      ______   ___________   ________
                   (in thousands of dollars, except per share amounts)
Revenues:
  Sale of oil and gas   $ 38,797   $  4,401   $   -          $ 43,198
  Interest and other
   income, net             1,572       -          -             1,572
                        ________   ________   ________       ________
                          40,369      4,401       -            44,470
                        ________   ________   ________       ________
Expenses:
  Operating costs         12,308      1,296       -            13,604
  Depreciation,
   depletion and
   amortization            5,124       -           721 (1)      5,845
  General and
   administrative          3,622       -          -             3,622
  Interest expense          -          -         2,250 (2)      2,250
                        ________    _______    _______       ________
                          21,054      1,296      2,971         25,321
                        ________    _______    _______       ________
Net income before
 income taxes             19,315      3,105     (2,971)        19,449
Provision for
 income taxes              7,044       -            50 (3)      7,094
                        ________    _______    _______       ________
Net income              $ 12,271    $ 3,105    $ 3,021       $ 12,355
                        ========    =======    =======       ========

Net income per share    $    .56                             $    .56
                        ========                             ========
Weighted average number
 of shares of capital
 stock used to
 calculate earnings
 per share                21,935                               21,935
                         =======                             ========

The Formax Properties are adjacent to the Company's properties 
in the South Midway-Sunset field in Kern County, California.  
The Company plans to implement a capital expenditure program during
1997 of $6.5 million to further develop the reserves with the drilling
of 48 new development wells, performing remedial work on a number of 
existing wells and improving and integrating certain production 
facilities.  With this development program, it is anticipated that the
production will begin to increase over the next year and, based upon 
current oil prices, result in a significant improvement in the 
Company's operating results beginning in 1997.



<PAGE> 12
                         BERRY PETROLEUM COMPANY
                         _______________________

          NOTES TO PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                               (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF TRANSACTION:
_________________________________________________________

The accompanying unaudited pro forma condensed statements of operations
are presented to reflect the acquisition of the Formax Properties.  The
unaudited Pro Forma Statements of Operations for the year ended 
December 31, 1995, and the nine months ended September 30, 1996, are
presented as if the acquisition of the Formax Properties occurred on
January 1, 1995 and 1996, respectively.  The pro forma financial 
statements are presented based on adjustments to the historical 
financial statements of Berry Petroleum Company (the "Company") and 
the Statement of Revenues and Direct Operating Expenses for the Formax
Properties, and are not necessarily indicative of future operations of
the Company.

Historical financial statements reflecting financial position, results 
of operations and cash flows required by generally accepted accounting 
principles have not been prepared for the Formax Properties purchased 
by the Company.  Accordingly, historical summaries are presented in 
lieu of the financial statements required under Rule 3-05 of Securities
and Exchange Commission Regulations S-X.  The accompanying historical 
summaries include the revenues and direct operating expenses 
attributable to the production and sale of hydrocarbons produced from 
the Formax Properties for the years ended December 31, 1995 and the 
nine-month period ended September 30, 1996.  Depreciation, depletion 
and amortization, interest expense, income tax expense, land, legal, 
accounting, marketing and other general and administrative expenses 
are excluded from the presentation.

The revenues and direct operating expenses of the Formax Properties 
for the nine-month period ended September 30, 1996 presented in the 
Statement have not been audited by independent accountants; however, 
in the opinion of management, the amounts present fairly the revenues
and direct operating expenses of the Formax Properties for the 
nine-month period ended September 30, 1996.

The preparation of the historical summaries of and direct operating 
expenses require management to make estimates and assumptions that 
affect the reported amounts of revenues and direct operating
expenses during the reporting period.  Actual results could differ 
from those estimates.

The aggregate purchase price paid by the Company was approximately 
$49.5 million.

The purchase price was paid from the Company's existing working capital
and borrowings from the Company's unsecured credit facility with 
NationsBank of Texas.



<PAGE> 13
NOTE 2 - PRO FORMA ADJUSTMENTS (Unaudited):
__________________________________________

The unaudited Pro Forma Statement of Operations reflects the following 
adjustments:

(1)    To record depreciation, depletion and amortization (DD&A) based
   upon the Company's basis in the Formax Properties.  DD&A was 
   computed under units of production method in the periods
   presented.

(2)    To reflect loss of interest earned on working capital and 
   interest expense on borrowings made to fund the purchase of the 
   Formax Properties.

(3)    To record the effect of income taxes on the income of the Formax
   Properties and the pro forma adjustments, computed at the
   Company's effective tax rate.




<PAGE> 14

                               SIGNATURES

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

Date:   February 21, 1997                      BERRY PETROLEUM COMPANY
                                                a Delaware corporation


                                                 /s/ Ralph J. Goehring

                                               By:  Ralph J. Goehring,
                                                Chief Financial Officer