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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O BERRY PETROLEUM COMPANY, 5201 TRUXTUN AVE., SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2006
(Street)

BAKERSFIELD, CA 93309
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               2,000 D  
Class A Common Stock 06/23/2006   J V 609 (6) A $ 0 3,541 I Held in 401(k) Plan

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
Phantom Stock Units (2) $ 0 (1)             08/08/1988(2) 08/08/1988(2) Class A Common Stock 3,000   3,000 D  
Non-Statutory Stock Option (NSO) (3) $ 8.07 06/23/2006   J(8)     10,000 12/02/2002 12/02/2012 Class A Common Stock 10,000 $ 0 (8) 0 D  
Non-Statutory Stock Option (NSO) (3) $ 8.07 06/23/2006   J(8)   10,000   12/02/2002 12/02/2012 Class A Common Stock 10,000 $ 0 (8) 10,000 D  
Non-Statutory Stock Option (NSO) (3) $ 9.61 06/23/2006   J(8)     10,000 12/02/2003 12/02/2013 Class A Common Stock 10,000 $ 0 (8) 0 D  
Non-Statutory Stock Option (NSO) (3) $ 9.61 06/23/2006   J(8)   10,000   12/02/2003 12/02/2013 Class A Common Stock 10,000 $ 0 (8) 10,000 D  
Non-Statutory Stock Option (NSO) (3) $ 14.375 06/23/2006   J(8)     200,000 06/16/2005 06/16/2014 Class A Common Stock 200,000 $ 0 (8) 0 D  
Non-Statutory Stock Option (NSO) (3) $ 14.375 06/23/2006   J(8)   200,000   06/16/2005 06/16/2014 Class A Common Stock 200,000 $ 0 (8) 200,000 D  
Non-Statutory Stock Option (NSO) (3) $ 21.58 06/23/2006   J(8)     130,000 11/23/2005 11/23/2014 Class A Common Stock 130,000 $ 0 (8) 0 D  
Non-Statutory Stock Option (NSO) (3) $ 21.58 06/23/2006   J(8)   130,000   11/23/2005 11/23/2014 Class A Common Stock 130,000 $ 0 (8) 130,000 D  
Non-Statutory Stock Option (NSO) (3) $ 30.645             12/15/2006(7) 12/15/2015 Class A Common Stock 150,000   150,000 D  
Restricted Stock Units (RSU) (4) $ 0 (4)               (5)(9)   (5)(9) Class A Common Stock 20,000   20,000 D  
Restricted Stock Units (RSU) (4) $ 0 (4) 06/23/2006   A   161,300     (10)   (10) Class A Common Stock 161,300 $ 0 161,300 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEINEMANN ROBERT
C/O BERRY PETROLEUM COMPANY
5201 TRUXTUN AVE., SUITE 300
BAKERSFIELD, CA 93309
  X     President and CEO  

Signatures

 Kenneth A. Olson under POA for Robert F. Heinemann   06/23/2006
**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) Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Stock and Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares are issued under the terms of the Plan upon resignation from the Board.
(3) NSO - Right to buy Berry Petroleum Company Class A Common Stock
(4) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(5) The restricted stock units vest in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(6) Between April 1, 2006 and June 23, 2006 the reporting person acquired shares of Berry Petroleum Company Common Stock in the Company's 401(k) Plan. All transactions were at market value and were non-discretionary.
(7) On June 23, 2006, the vesting provision was amended such that under certain terminations of service of the reporting person, the unvested stock options shall become fully vested.
(8) The reported disposition and acquisition transactions involving this instrument involved an amendment of the outstanding option resulting for purposes of Section 16 of the Securities Exchange Act of 1934 in the deemed cancellation of the "old" option and grant of a replacement option. The replacement option provides that under certain terminations of service of the reporting person, the replacement option shall remain exercisable longer than the period provided for under the terms of the "old option". The replacement option also amended the vesting provision such that under certain terminations of service of the reporting person, the unvested stock options shall become fully vested.
(9) On June 23, 2006, the vesting provision was amended such that under certain terminations of service of the reporting person, the unvested RSUs shall become fully vested.
(10) The restricted stock units vest in one installment on January 31, 2010 provided that the reporting person continues to serve as CEO on such date, or earlier under certain conditions.

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