SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                      __________________________

                               FORM 8-K


                            CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  January 20, 2005

                     Berry Petroleum Company
      (Exact name of registrant as specified in its charter)

Delaware                     1-9735               77-0079387
(State or other           (Commission            IRS Employer
jurisdiction of           File Number)        Identification No.
incorporation)


       5201 Truxtun Avenue, Suite 300 Bakersfield, CA  93309
              (Address of principal executive offices)

Registrant's telephone number, including area code (661) 616-3900


                            N/A
(Former name or former address, if changed since last report)


















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Item 1.01.  Entry into a Material Definitive Agreement.  
     
     
     On January 20, 2004, Berry Petroleum Company (Berry) entered
into an agreement to purchase a 50% working interest in 345,000 
prospective acres from Bill Barrett Corporation (NYSE:BBG). Berry and
Bill Barrett Corporation will jointly explore and develop shallow
Niobrara gas assets on the  acreage, which is located in eastern 
Colorado, western Kansas and southwestern Nebraska (the Tri-State 
acreage). Berry will pay approximately $5 million for its  50%  working
interest in the acreage. The news release dated January 25, 2005 is 
attached hereto as Exhibit 99.



Item 7.01.  Regulation FD 
     
     (c)  Exhibits

     The following Exhibits are hereby furnished as part of this Current 
     Report on Form 8-K:
     
     Exhibit 99 - News Release dated January 25, 2005 regarding the
     Registrant's signing of an agreement to purchase and develop 
     345,000 acres of Niobrara assets.


      
                     SIGNATURE

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned thereunto duly authorized.

                            BERRY PETROLEUM COMPANY



                            By     /s/ Kenneth A. Olson
                            Name:      Kenneth A. Olson
                            Title:     Corporate Secretary
                                       

     January 25, 2005



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