SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                      __________________________

                               FORM 8-K


                            CURRENT REPORT


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


Date of Report (Date of earliest event reported)  August 31, 2004

                     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)


       5201 Truxtun Avenue, Suite 300 Bakersfield, CA  93309
              (Address of principal executive offices)

Registrant's telephone number, including area code (661) 616-3900


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
















1 Item 7.01. Regulation FD (c) Exhibits The following Exhibits are hereby furnished as part of this Current Report on Form 8-K: Exhibit 99 - News Release dated August 31, 2004 regarding the Registrant's announcing the increase in the annual dividend and capital budget. SIGNATURE 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 By /s/ Kenneth A. Olson Name: Kenneth A. Olson Title: Corporate Secretary and Treasurer August 31, 2004

2

News Release

Berry Petroleum Company                          Phone (661) 616-3900
5201 Truxtun Avenue, Suite 300                    E-mail:  ir@bry.com
Bakersfield, California 93309-0640             Internet:  www.bry.com

Contacts: Robert F. Heinemann, President and CEO
          Ralph J. Goehring, Executive Vice President and CFO

 BERRY PETROLEUM COMPANY TO INCREASE ITS DIVIDEND AND CAPITAL BUDGET

Bakersfield, CA, August 31, 2004 - Berry Petroleum Company (NYSE:BRY)
today announced that its Board of Directors has authorized a $.04 per
share increase in its annual dividend, a special dividend of $.06 per
share and an increase in its capital budget to $70 million.

The regular quarterly dividend is being increased by 9%, from $.11 to
$.12  per  share,  beginning with the September 2004  dividend.   The
regular  quarterly dividend along with the special dividend  of  $.06
per  share  will  be  paid on September 29, 2004 to  shareholders  of
record  on  September  13,  2004.   The  total  dividend  payable  on
September  29,  2004  will  be  $.18  per  share.   The  Company  has
approximately 22.2 million shares presently outstanding.

Robert Heinemann, President and Chief Executive Officer stated,  "The
Company  is  experiencing a record year in 2004 and  we  believe  our
shareholders  should  participate in the record cash  generated  from
operating  activities.  We believe our shares  provide  an  excellent
investment  opportunity as we are delivering on our growth  strategy.
Commodity  prices have been and continue to be very strong  and  this
enables  the  Company to increase its dividend level.   At  the  same
time,   the   Company  is  executing  a  record  capital  budget   of
approximately $70 million, a 68% increase over 2003.  Consistent with
the  Board's  ongoing  commitment to  growing  the  Company,  we  are
continuing  to invest in our core properties while actively  pursuing
acquisition opportunities."

Berry Petroleum Company is a publicly traded independent oil and  gas
production   and  exploitation  company  with  its  headquarters   in
Bakersfield, California.

"Safe  Harbor under the Private Securities Litigation Reform  Act  of
1995:"  This  release  may  contain  descriptions  of  the  Company's
expectations  regarding  future business activities.  These  forward-
looking  statements are made in reliance upon safe harbor  provisions
of the Private Securities Litigation Reform Act of 1995. Accordingly,
actual  results may differ materially from those contemplated by  the
forward-looking statements.


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