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 17, 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

Item 5.   Other Event.  

     This Form 8-K/A is being filed to amend the Form 8-K filed
on December 19, 1997 to report the resignation of Mr. Bryant as
the Company's Chairman of the Board.  Mr. Bryant's resignation
should have been reported as an Item 5 - Other Event, as there 
was no disagreement or dispute regarding his resignation, but was
inadvertently reported as an Item 6 event.

     As reported on December 17, 1996, Mr. Harvey L. Bryant,
Chairman of the Board and Director of Berry Petroleum Company,
will resign those positions effective March 21, 1997.
Mr. Bryant's resignation is not related to any disagreement
with the Company on any matter related to the Company's 
operations, policies or practices.

     The Board of Directors has appointed Mr. Jerry V. Hoffman,
Berry's current President and Chief Executive Officer, to replace
Mr. Bryant as Chairman of the Board of Directors upon Mr.
Bryant's retirement.  Mr. Hoffman has been President and Chief
Executive Officer since May of 1994 when Mr. Bryant retired from
those positions.






                                                                  

                       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 hereunto duly authorized.

Date: March 4, 1997       BERRY PETROLEUM COMPANY,
                              a Delaware corporation

                              /s/ Kenneth A. Olson
                                                                  
                              By: Kenneth A. Olson 
                                  Corporate Secretary/Treasurer