- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 ^* 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) __ X __ Director _____ 10% Owner __ X __ 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 (MM/DD/YYYY) 6/30/2010
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								125791	D
Class A Common Stock	6/30/2010		J		693 ⁽¹⁹⁾	A	$0	12341	I	Held in 401(k) Plan

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonstatutory Stock Options 12-2-02	$8.07							12/2/2002	12/2/2012	Class A Common Stock	10000		10000	D
Nonstatutory Stock Options 12-2-03	$9.61							12/2/2003	12/2/2013	Class A Common Stock	10000		10000	D
Nonstatutory Stock Option 6-16-04	$14.375							6/16/2005	6/16/2014	Class A Common Stock	200000		200000	D
Nonstatutory Stock Option 11-23-04	$21.58							11/23/2005	11/23/2014	Class A Common Stock	130000		130000	D
Nonstatutory Stock Option 12-15-05	$30.645							12/15/2006	12/15/2015	Class A Common Stock	150000		150000	D
Nonstatutory Stock Option 12-15-06	$32.565							12/15/2007	12/14/2016	Class A Common Stock	175000		175000	D
2006 Restricted Stock Units ⁽¹⁾	$0 ⁽²⁾							12/15/2007 ⁽³⁾	12/14/2016 ⁽⁴⁾	Class A Common Stock	5000		5000	D
2007 Restricted Stock Unit ⁽⁵⁾	$0 ⁽⁶⁾							12/14/2008 ⁽⁷⁾	12/13/2017 ⁽⁸⁾	Class A Common Stock	29810		29810	D
NSO 2007	$43.61							12/14/2008	12/13/2017	Class A Common Stock	89470		89470	D
2008 Restricted Stock Units ⁽⁹⁾	$0 ⁽¹⁰⁾							12/12/2009 ⁽¹¹⁾	12/11/2018 ⁽¹²⁾	Class A Common Stock	173333		173333	D
2009 Restricted Stock Units	$0							12/11/2010	12/11/2019	Class A Common Stock	97034		97034	D
Perf Based RSUs 3-16-10 ⁽¹³⁾	$0 ⁽¹⁴⁾							12/31/2012 ⁽¹⁵⁾	12/31/2012	Class A Common Stock	42060		42060 ⁽¹⁶⁾	D
Phantom Stock Units	$0 ⁽¹⁷⁾	6/30/2010		A		10 ⁽¹⁸⁾		8/8/1988	8/8/1988	Class A Common Stock	3152	$25.72	3162	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)	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.
( 16)	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.
( 17)	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.
( 18)	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.
( 19)	Shares of Common Stock acquired by the reporting person in the Company's 401(k) Plan. All transactions were at market and were non-discretionary.

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

Signatures
Kenneth A Olson under POA for Robert Heinemann		7/1/2010
^** 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).
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