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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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
__ X __ Officer (give title below)      _____ Other (specify below)
VP of Human Resources
(Last)          (First)          (Middle)

C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2010
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  2590   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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                    5/18/2007   5/17/2016   Class A Common Stock   10000     10000   D    
Nonstatutory Stock Option 12-15-06   $32.565                    12/15/2007   12/14/2016   Class A Common Stock   5000     5000   D    
2006 Restricted Stock Units   (1) $0   (2)                  12/15/2007   (3) 12/14/2016   (4) Class A Common Stock   1250     1250   D    
2007 Restricted Stock Unit   (5) $0   (6)                  12/14/2008   (7) 12/13/2017   (8) Class A Common Stock   2294     2294   D    
NSO 2007   $43.61                    12/14/2008   12/13/2017   Class A Common Stock   6880     6880   D    
2008 Restricted Stock Units   (9) $0   (10)                  12/12/2009   (11) 12/11/2018   (12) Class A Common Stock   12333     12333   D    
2009 Restricted Stock Units   $0                    12/11/2010   12/11/2019   Class A Common Stock   7091     7091   D    
Perf Based RSUs 3-16-10   (13) $0   (14) 3/16/2010     A      3004   (15)      12/31/2012   (16) 12/31/2012   Class A Common Stock   3004   $0   3004   D    

Explanation of Responses:
( 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 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.
( 4)  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.
( 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)  1 for 1
( 10)  Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
( 11)  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.
( 12)  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.
( 13)  1 for 1
( 14)  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.
( 15)  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.
( 16)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ayers William B
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700
DENVER, CO 80202

VP of Human Resources

Signatures
Kenneth A. Olson under POA for W. B. Ayers 3/18/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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