Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ayers William B
   2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [BRY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
VP
(Last)
(First)
(Middle)
1999 BROADWAY, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2008
(Street)

DENVER, CO 80202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/15/2008   M(9)   1,250 A $ 8.74 2,111 D  
Class A Common Stock 12/15/2008   F(15)   389 D $ 8.74 1,722 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option 5-18-06 $ 31.615             05/18/2007 05/17/2016 Class A Common Stock 10,000   10,000 D  
Nonstatutory Stock Option 12-15-06 $ 32.565             12/15/2007 12/14/2016 Class A Common Stock 5,000   5,000 D  
2007 Restricted Stock Unit (1) $ 0 (2)             12/14/2008(3) 12/13/2017(4) Class A Common Stock 2,294   2,294 D  
NSO 2007 $ 43.61             12/14/2008 12/13/2017 Class A Common Stock 6,880   6,880 D  
2008 Restricted Stock Units (5) $ 0 (6)             12/12/2009(7) 12/11/2018(8) Class A Common Stock 12,333   12,333 D  
2006 Restricted Stock Units (10) $ 0 (11) 12/15/2008   M(12)     1,250 12/15/2007(13) 12/14/2016(14) Class A Common Stock 3,750 $ 8.74 2,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ayers William B
1999 BROADWAY, SUITE 300
DENVER, CO 80202		       VP  

Signatures

 Kenneth A. Olson under POA for W. B. Ayers   01/06/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 1 for 1
(2) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(3) The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.
(4) The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.
(5) 1 for 1
(6) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(7) The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.
(8) The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.
(9) Vested shares issued pursuant to Rule 16b-3 plan.
(10) 1 for 1
(11) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(12) Vesting of 25% of RSUs granted 12-15-2006
(13) The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(14) The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(15) Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3.

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