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 *
HEINEMANN ROBERT
   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)
President and CEO
(Last)
(First)
(Middle)
C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700		 3. Date of Earliest Transaction (Month/Day/Year)
09/28/2012
(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               227,125 D  
Class A Common Stock               14,243 I Held in 401(k) Plan

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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
Nonstatutory Stock Option 11-23-04 $ 21.58             11/23/2005 11/23/2014 Class A Common Stock 100,000   100,000 D  
Nonstatutory Stock Option 12-15-05 $ 30.645             12/15/2006 12/15/2015 Class A Common Stock 150,000   150,000 D  
Nonstatutory Stock Option 12-15-06 $ 32.565             12/15/2007 12/14/2016 Class A Common Stock 175,000   175,000 D  
2007 Restricted Stock Unit (1) $ 0 (2)             12/14/2008(3) 12/13/2017(4) Class A Common Stock 23,848   23,848 D  
NSO 2007 $ 43.61             12/14/2008 12/13/2017 Class A Common Stock 89,470   89,470 D  
2008 Restricted Stock Units (1) $ 0 (2)             12/12/2009(3) 12/11/2018(4) Class A Common Stock 173,333   173,333 D  
2009 Restricted Stock Units $ 0             12/11/2010 12/11/2019 Class A Common Stock 97,034   97,034 D  
Perf Based RSUs 3-16-10 (1) $ 0 (5)             12/31/2012(5) 12/31/2012 Class A Common Stock 42,060   42,060 (6) D  
March 2011 Employee RSU Grant $ 0             03/02/2012 03/02/2021 Class A Common Stock 21,650   21,650 D  
Non-Statutory Stock Option 3-2-2011 - $48.50 $ 48.5             03/02/2012 03/02/2021 Class A Common Stock 33,129   33,129 D  
Perf Based RSU 3-2-2011 $ 0             12/31/2013 03/02/2021 Class A Common Stock 25,257   25,257 D  
Perf Based RSUs 3-2-12 $ 0             12/31/2014 03/02/2022 Class A Common Stock 23,104   23,104 D  
March 2, 2012 Employee RSU Grant $ 0             03/02/2013 03/02/2022 Class A Common Stock 26,406   26,406 D  
Non Statutory Stock Option 3-2-12 $ 53.02             03/02/2013 03/02/2022 Class A Common Stock 31,167   31,167 D  
Phantom Stock Units $ 0 09/28/2012   A   6 (7)   08/08/1988 08/08/1988 Class A Common Stock 3,209 $ 40.63 3,215 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEINEMANN ROBERT
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700
DENVER, CO 80202		       President and CEO  

Signatures

 Kenneth A Olson under POA for Robert Heinemann   09/28/2012
**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) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock if certain pre-established performance factors, as set forth in the Company's Form 8-K dated March 18, 2010, are met.
(6) Per the Agreement this is the maximum number of performance based RSUs that may be received if all performance factors are achieved as outlined in the Form 8-K dated March 18, 2010.
(7) Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors.

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