<PAGE> 1

As filed with the Securities and Exchange Commission on July 27, 1995
                                       Registration No. 33-      
 ___________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        __________________ 
                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                     _______________________ 
                     BERRY PETROLEUM COMPANY
      (Exact name of registrant as specified in its charter)
                             Delaware
  (State or other jurisdiction of incorporation or organization)
                            77-0079387
               (I.R.S. Employer Identification No.)
                      28700 Hovey Hills Road
                            P.O. Bin X
                      Taft, California 93268
                          (805) 769-8811
       (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

          Berry Petroleum Company 1994 Stock Option Plan
                     (Full Title of the Plan)
                       ____________________ 
                         JERRY V. HOFFMAN
              President and Chief Executive Officer
                      28700 Hovey Hills Road
                            P.O. Bin X
                      Taft, California 93268
                          (805) 769-8811
       (Address, including zip code, and telephone number,
            including area code, of agent for service)
                       ____________________ 
                            Copies to:
                      Laura K. McAvoy, Esq.
                 Nordman, Cormany, Hair & Compton
               1000 Town Center Drive, Sixth Floor
                          P.O. Box 9100
                  Oxnard, California  93031-9100
                  ______________________________ 

<PAGE> 2
<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
                                                                                                                           

                                                          Proposed             Proposed
             Title of                                     Maximum              Maximum           
            Securities                     Amount         Offering             Aggregate            Amount of
              to be                         to be         Price Per            Offering            Registration
            Registered                   Registered         Share               Price                  Fee
 <S>                                    <C>              <S>                <C>                     <C>                       
 Class A Common Stock                   1,000,000        See Notes          $9,957,938(2)(3)        $3,436  
                                                                                                                           

</TABLE>

(1)  This Registration Statement also covers such additional number of shares,
     presently indeterminable, as may become issuable in the event of stock
     dividends, stock splits, recapitalizations or other changes in the
     Class A Common Stock.

(2)  Pursuant to Rule 457(h), the maximum offering price per share for options
     for 333,000 shares already granted is $10.75 and for options for the
     667,000 shares remaining available is a recent average of the high and
     low prices for the Class A Common Stock as reported by the New York Stock
     Exchange of $9.5625 per share.

(3)  Calculated pursuant to Rule 457(c).

<PAGE> 3
                             PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K, for the fiscal year
          ended December 31, 1994, as filed with the Securities and Exchange
          Commission on or about March 28, 1995;

     (b)  The information under the caption "Item 1.  DESCRIPTION OF
          REGISTRANT'S SECURITIES TO BE REGISTERED" on Pages 2 and 3 of the
          Registrant's Registration Statement on Form 8-A which was declared
          effective by the Securities and Exchange Commission on or about
          October 20, 1987.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     The Class A Common Stock ($.01 par value) is registered under Section 12 of
the Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

     The General Corporation Law of the State of Delaware (the "Delaware GCL")
provides that a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
when he is successful in the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement
of such litigation (other than a derivative suit) even if he is not
successful on the merits if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a shareholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, provided that no such indemnification may be made in accordance
with this clause (iii) if the director or officer is adjudged liable to the
corporation, unless a court determines that, despite such adjudication but in

<PAGE> 4
view of all of the circumstances, he is entitled to indemnification of such
expenses.  The indemnification described in clauses (ii) and (iii) above shall
be made only upon a determination by (i) a majority of a quorum of disinterested
directors, (ii) independent legal counsel or (iii) the shareholders, that
indemnification is proper because the applicable standard of conduct is met.
Expenses incurred by a director or officer in defending an action may be
advanced by the corporation prior to the final disposition of such action upon
receipt of an undertaking by such director or officer to repay such expenses if
it is ultimately determined that he is not entitled to be indemnified in
connection with the proceeding to which the expenses relate.

     As permitted by the Delaware GCL, the Registrant's Certificate of
Incorporation includes a provision eliminating, to the fullest extent
permitted, director liability for monetary damages for breaches of fiduciary
duty.

     The Bylaws of the Registrant provide, in effect, that, to the extent and
under the circumstances permitted by Section 145 of the Delaware GCL, the
Registrant may indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described above
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant or is or was serving at the request of the Registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including without limitation service
with respect to employee benefit plans.

     The Registrant has entered into, and may from time to time enter into, a
form of indemnity agreement (the "Indemnity Agreement") with each director or
officer designated by the Board of Directors, depending on the then current
status of directors' and officers' insurance coverage.  The Indemnity Agreement
requires that the Registrant indemnify directors and officers who are parties
thereto in all cases to the fullest extent permitted by applicable law.  Under
the Delaware GCL, except in the case of litigation in which a director or
officer is successful on the merits, indemnification of a director or officer
is discretionary rather than mandatory.  The Indemnity Agreement requires the
Registrant to make prompt payment of litigation expenses at the request
of the director or officer in advance of indemnification provided that he
undertakes to repay the amounts if it is ultimately determined that he is not
entitled to indemnification for such expenses and provided further that such
advance shall not be made if it is determined that the director or officer acted
in bad faith or deliberately breached his duty to the Registrant and its
shareholders and, as a result, it is more likely than not that he will not be
entitled to indemnification under the terms of the Indemnity Agreement.  The
advance of litigation expenses is mandatory absent a special determination to
the contrary; under the Delaware GCL and the Registrant's Bylaws, such advance
would be discretionary.  Under the Indemnity Agreement, the director or officer
is permitted to petition the court to seek recovery of amounts due under the
Indemnity Agreement and to recover the expenses of seeking such recovery if he
is successful.  Without the Indemnity Agreement, the Registrant would not be
required to pay or reimburse the director or officer for his expenses in seeking
indemnification recovery against the Registrant.  By the terms of the Indemnity
Agreement, its benefits are not available if the director or officer has other
indemnification or insurance coverage for the subject claim or, with respect to
the matters giving rise to the claim, (i) received a personal benefit,

<PAGE> 5
(ii) violated Section 16(b) of the Securities Exchange Act of 1934 or analogous
provisions of law, or (iii) committed certain acts of dishonesty.  Absent the
Indemnity Agreement, indemnification that might be made available to directors
and officers could be changed by amendments to the Registrant's Certificate of
Incorporation or Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  Berry Petroleum Company 1994 Stock Option Plan.

     4.2  Form of Stock Option Agreement.

     5.1  Opinion of Nordman, Cormany, Hair & Compton regarding validity of
          securities.

     23.1 Consent of Nordman, Cormany, Hair & Compton (included in Exhibit 5.1).

     23.2 Consent of Coopers & Lybrand L.L.P.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE> 6
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE> 7
                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taft, State of California, on this 24th day of
July, 1995.


                                   BERRY PETROLEUM COMPANY


                                   By:  /s/ Jerry V. Hoffman                
                                      Jerry V. Hoffman
                                      (Principal Executive Officer)


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


SIGNATURES                           TITLE                         DATE


/s/ Harvey L. Bryant          Chairman of the Board and         July 1, 1995
Harvey L. Bryant              Director


/s/ Jerry V. Hoffman          President, Chief                  July 24, 1995
Jerry V. Hoffman              Executive Officer and Director


/s/ Benton Bejach             Director                          July 1, 1995
Benton Bejach


/s/ William F. Berry          Director                          July 17, 1995
William F. Berry


/s/ Gerry A. Biller           Director                          July 1, 1995
Gerry A. Biller


<PAGE> 8
/s/ Ralph B. Busch, Jr.       Director                          July 17, 1995
Ralph B. Busch, Jr.


/s/ William E. Bush, Jr.      Director                          July 4, 1995
William E. Bush, Jr.


/s/ William B. Charles        Director                          July 17, 1995
William B. Charles


/s/ Richard F. Downs          Director                          July 17, 1995
Richard F. Downs


/s/ John A. Hagg              Director                          July 17, 1995
John A. Hagg


/s/ Thomas J. Jamieson        Director                          July 17, 1995
Thomas J. Jamieson


/s/ Roger G. Martin           Director                          July 1, 1995
Roger G. Martin


<PAGE> 9
                                  EXHIBIT INDEX
                                                                 
Exhibit No.                        Description                 Sequentially
                                                              Numbered Pages

     4.1       Berry Petroleum Company 1994 Stock                
               Option Plan.                                           10      

     4.2       Form of Stock Option Agreement.                        28      

     5.1       Opinion of Nordman, Cormany,
               Hair & Compton regarding validity 
               of securities.                                         34 

     23.1      Consent of Nordman, Cormany, Hair & Compton
               (included in Exhibit 5.1).                             34

     23.2      Consent of Coopers & Lybrand L.L.P.                    35
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16767}]
{"company-data": {"conformed-name": "BERRY PETROLEUM CO", "cik": "0000778438", "assigned-sic": "1311", "irs-number": "770079387", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61337", "film-number": "95556418"}, "business-address": {"street1": "28700 HOVEY HILLS RD", "street2": "P O BOX X", "city": "TAFT", "state": "CA", "zip": "93268", "phone": "8057698811"}, "mail-address": {"street1": "28700 HOVEY HILLS ROAD", "street2": "P.O. BOX X", "city": "TAFT", "state": "CA", "zip": "93268"}}
1

As filed with the Securities and Exchange Commission on July 27, 1995
                                       Registration No. 33-      
 ___________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        __________________ 
                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                     _______________________ 
                     BERRY PETROLEUM COMPANY
      (Exact name of registrant as specified in its charter)
                             Delaware
  (State or other jurisdiction of incorporation or organization)
                            77-0079387
               (I.R.S. Employer Identification No.)
                      28700 Hovey Hills Road
                            P.O. Bin X
                      Taft, California 93268
                          (805) 769-8811
       (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

          Berry Petroleum Company 1994 Stock Option Plan
                     (Full Title of the Plan)
                       ____________________ 
                         JERRY V. HOFFMAN
              President and Chief Executive Officer
                      28700 Hovey Hills Road
                            P.O. Bin X
                      Taft, California 93268
                          (805) 769-8811
       (Address, including zip code, and telephone number,
            including area code, of agent for service)
                       ____________________ 
                            Copies to:
                      Laura K. McAvoy, Esq.
                 Nordman, Cormany, Hair & Compton
               1000 Town Center Drive, Sixth Floor
                          P.O. Box 9100
                  Oxnard, California  93031-9100
                  ______________________________
2
CALCULATION OF REGISTRATION FEE
                                                                                                                           

                                                          Proposed             Proposed
             Title of                                     Maximum              Maximum           
            Securities                     Amount         Offering             Aggregate            Amount of
              to be                         to be         Price Per            Offering            Registration
            Registered                   Registered         Share               Price                  Fee
Class A Common Stock                   1,000,000        See Notes          $9,957,938(2)(3)        $3,436
(1)  This Registration Statement also covers such additional number of shares,
     presently indeterminable, as may become issuable in the event of stock
     dividends, stock splits, recapitalizations or other changes in the
     Class A Common Stock.

(2)  Pursuant to Rule 457(h), the maximum offering price per share for options
     for 333,000 shares already granted is $10.75 and for options for the
     667,000 shares remaining available is a recent average of the high and
     low prices for the Class A Common Stock as reported by the New York Stock
     Exchange of $9.5625 per share.

(3)  Calculated pursuant to Rule 457(c).
3
                             PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K, for the fiscal year
          ended December 31, 1994, as filed with the Securities and Exchange
          Commission on or about March 28, 1995;

     (b)  The information under the caption "Item 1.  DESCRIPTION OF
          REGISTRANT'S SECURITIES TO BE REGISTERED" on Pages 2 and 3 of the
          Registrant's Registration Statement on Form 8-A which was declared
          effective by the Securities and Exchange Commission on or about
          October 20, 1987.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     The Class A Common Stock ($.01 par value) is registered under Section 12 of
the Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

     The General Corporation Law of the State of Delaware (the "Delaware GCL")
provides that a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
when he is successful in the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement
of such litigation (other than a derivative suit) even if he is not
successful on the merits if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a shareholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, provided that no such indemnification may be made in accordance
with this clause (iii) if the director or officer is adjudged liable to the
corporation, unless a court determines that, despite such adjudication but in
4
view of all of the circumstances, he is entitled to indemnification of such
expenses.  The indemnification described in clauses (ii) and (iii) above shall
be made only upon a determination by (i) a majority of a quorum of disinterested
directors, (ii) independent legal counsel or (iii) the shareholders, that
indemnification is proper because the applicable standard of conduct is met.
Expenses incurred by a director or officer in defending an action may be
advanced by the corporation prior to the final disposition of such action upon
receipt of an undertaking by such director or officer to repay such expenses if
it is ultimately determined that he is not entitled to be indemnified in
connection with the proceeding to which the expenses relate.

     As permitted by the Delaware GCL, the Registrant's Certificate of
Incorporation includes a provision eliminating, to the fullest extent
permitted, director liability for monetary damages for breaches of fiduciary
duty.

     The Bylaws of the Registrant provide, in effect, that, to the extent and
under the circumstances permitted by Section 145 of the Delaware GCL, the
Registrant may indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described above
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant or is or was serving at the request of the Registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including without limitation service
with respect to employee benefit plans.

     The Registrant has entered into, and may from time to time enter into, a
form of indemnity agreement (the "Indemnity Agreement") with each director or
officer designated by the Board of Directors, depending on the then current
status of directors' and officers' insurance coverage.  The Indemnity Agreement
requires that the Registrant indemnify directors and officers who are parties
thereto in all cases to the fullest extent permitted by applicable law.  Under
the Delaware GCL, except in the case of litigation in which a director or
officer is successful on the merits, indemnification of a director or officer
is discretionary rather than mandatory.  The Indemnity Agreement requires the
Registrant to make prompt payment of litigation expenses at the request
of the director or officer in advance of indemnification provided that he
undertakes to repay the amounts if it is ultimately determined that he is not
entitled to indemnification for such expenses and provided further that such
advance shall not be made if it is determined that the director or officer acted
in bad faith or deliberately breached his duty to the Registrant and its
shareholders and, as a result, it is more likely than not that he will not be
entitled to indemnification under the terms of the Indemnity Agreement.  The
advance of litigation expenses is mandatory absent a special determination to
the contrary; under the Delaware GCL and the Registrant's Bylaws, such advance
would be discretionary.  Under the Indemnity Agreement, the director or officer
is permitted to petition the court to seek recovery of amounts due under the
Indemnity Agreement and to recover the expenses of seeking such recovery if he
is successful.  Without the Indemnity Agreement, the Registrant would not be
required to pay or reimburse the director or officer for his expenses in seeking
indemnification recovery against the Registrant.  By the terms of the Indemnity
Agreement, its benefits are not available if the director or officer has other
indemnification or insurance coverage for the subject claim or, with respect to
the matters giving rise to the claim, (i) received a personal benefit,
5
(ii) violated Section 16(b) of the Securities Exchange Act of 1934 or analogous
provisions of law, or (iii) committed certain acts of dishonesty.  Absent the
Indemnity Agreement, indemnification that might be made available to directors
and officers could be changed by amendments to the Registrant's Certificate of
Incorporation or Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  Berry Petroleum Company 1994 Stock Option Plan.

     4.2  Form of Stock Option Agreement.

     5.1  Opinion of Nordman, Cormany, Hair & Compton regarding validity of
          securities.

     23.1 Consent of Nordman, Cormany, Hair & Compton (included in Exhibit 5.1).

     23.2 Consent of Coopers & Lybrand L.L.P.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
6
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taft, State of California, on this 24th day of
July, 1995.

                                   BERRY PETROLEUM COMPANY

                                   By:  /s/ Jerry V. Hoffman                
                                      Jerry V. Hoffman
                                      (Principal Executive Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURES                           TITLE                         DATE

/s/ Harvey L. Bryant          Chairman of the Board and         July 1, 1995
Harvey L. Bryant              Director

/s/ Jerry V. Hoffman          President, Chief                  July 24, 1995
Jerry V. Hoffman              Executive Officer and Director

/s/ Benton Bejach             Director                          July 1, 1995
Benton Bejach

/s/ William F. Berry          Director                          July 17, 1995
William F. Berry

/s/ Gerry A. Biller           Director                          July 1, 1995
Gerry A. Biller
8
/s/ Ralph B. Busch, Jr.       Director                          July 17, 1995
Ralph B. Busch, Jr.

/s/ William E. Bush, Jr.      Director                          July 4, 1995
William E. Bush, Jr.

/s/ William B. Charles        Director                          July 17, 1995
William B. Charles

/s/ Richard F. Downs          Director                          July 17, 1995
Richard F. Downs

/s/ John A. Hagg              Director                          July 17, 1995
John A. Hagg

/s/ Thomas J. Jamieson        Director                          July 17, 1995
Thomas J. Jamieson

/s/ Roger G. Martin           Director                          July 1, 1995
Roger G. Martin
9
                                  EXHIBIT INDEX
                                                                 
Exhibit No.                        Description                 Sequentially
                                                              Numbered Pages

     4.1       Berry Petroleum Company 1994 Stock                
               Option Plan.                                           10      

     4.2       Form of Stock Option Agreement.                        28      

     5.1       Opinion of Nordman, Cormany,
               Hair & Compton regarding validity 
               of securities.                                         34 

     23.1      Consent of Nordman, Cormany, Hair & Compton
               (included in Exhibit 5.1).                             34

     23.2      Consent of Coopers & Lybrand L.L.P.                    35