As filed with the Securities and Exchange Commission on August
20, 2002

                               Registration No. 333-



                          UNITED STATES
               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                                77-0079387
    (State or other                        (I.R.S. Employer
      jurisdiction                        Identification No.)
  of incorporation or
     organization)


                 5201 Truxtun Avenue, Suite 300
                  Bakersfield, California 93309
  (Address of principal executive offices, including zip code)

         Berry Petroleum Company 1994 Stock Option Plan
                    (Full Title of the Plan)





       Jerry V. Hoffman                    Copies to:
    Chairman of the Board,           Laura K. McAvoy, Esq.
 President and Chief Executive   Jackson DeMarco & Peckenpaugh
            Officer              2815 Townsgate Road, Suite 200
5201 Truxtun Avenue, Suite 300    Westlake Village, California
 Bakersfield, California 93309               91361
        (661) 616-3900
 (Name, Address, and Telephone
number, including area code, of
      agent for service)

                               1









CALCULATION OF REGISTRATION FEE

                          Proposed    Proposed
Title of                  Maximum     Maximum
Securities   Amount to    Offering    Aggregate     Amount of
to be        be           Price per   Offering      Registration
Registered   Registered   Share       Price         Fee
             (1) (2)      (3)         (4)
___________  ___________  __________  ___________   ____________
_______      _______      ________    _______       ______

Class A      1,000,000    $16.65      $16,650,000   $1,531.80
Common       shares
Stock, $.01
par value

Rights to    1,000,000
Purchase     shares
Shares of
Class A
Common
Stock


(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)  Includes  Rights to purchase shares of Class A Common  Stock
     upon  the occurrence of certain events pursuant to the Berry
     Petroleum  Company Rights Agreement dated December  8,  1999
     ("Rights Agreement").

(3)  Estimated  solely for purposes of calculating the amount  of
     the registration fee pursuant to Rule 457(h) and Rule 457 (c
     )    of   the  Securities  Act  of  1933,  as  amended  (the
     "Securities Act").  The Proposed Maximum Offering Price  Per
     Share  has  been  computed on the  basis  of  the  price  of
     securities of the same class using the average of  the  high
     and  low  prices of the Common Stock as reported by the  New
     York Stock Exchange of $16.65 per share on August 16, 2002.

(4)  Amount  to be Registered multiplied by the Proposed  Maximum
     Offering Price Per Share.

                                2









      The Company's Registration Statement on Form S-8 (File  No.
33-61337)  filed  with the Commission on July 27,  1995  and  the
Registration  Statement on Form S-8 (File  No.  333-62873)  filed
with  the Commission on September 4, 1998 are incorporated herein
by reference.

      At  the  Annual Meeting of Stockholders of Berry  Petroleum
Company  held  on  May  16,  2002, the Stockholders  approved  an
amendment  to  the Berry Petroleum Company Restated  and  Amended
1994  Stock  Option  Plan  (the "Plan") that  (i)  increased,  by
1,000,000  shares, the number of shares of Class A Common  Stock,
$0.01  par  value ("Shares"), authorized for issuance  under  the
Plan  to  a total of 3,000,000 Shares and (ii) provided that  the
Option  exercise  price shall be not less than  the  Fair  Market
Value   on  the  date  of  grant.   This  Registration  Statement
registers such additional securities.

                           SIGNATURES

       THE  REGISTRANT.  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
Bakersfield, State of California, on this 19 day of August 2002.

                 BERRY PETROLEUM COMPANY


                 By: s/s Jerry V. Hoffman
                    Jerry V. Hoffman, Chairman of the Board,
                    President and Chief Executive Officer
                    (Principal Executive Officer)


                 By: s/s Ralph J. Goehring
                    Ralph J. Goehring, Senior Vice President and
                    Chief Financial Officer
                    (Principal Financial Officer)


                 By: s/s Donald A. Dale
                    Donald A. Dale, Controller
                    (Principal Accounting Officer)


                                3









          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/s Jerry V. Hoffman     Chairman of the       July 16, 2002
Jerry V. Hoffman         Board, President and
                         Director
S/s William F. Berry     Director              July 22, 2002
William F. Berry

S/s Ralph B. Busch, III  Director              July 19, 2002
Ralph B. Busch, III

S/s William E. Bush      Director              July 22, 2002
William E. Bush, Jr.

S/s Steven L. Cropper    Director              July 23, 2002
Steven L. Cropper

S/s J. Herbert Gaul, Jr. Director              July 19, 2002
J. Herbert Gaul, Jr.

S/s John A. Hagg         Director              August 13, 2002
John A. Hagg

S/s Robert Heinemann     Director              August 5, 2002
Robert Heinemann

S/s Thomas J. Jamieson   Director              July 17, 2002
Thomas J. Jamieson

S/s Roger G. Martin      Director              July 19, 2002
Roger G. Martin

S/s Martin H. Young, Jr. Director              July 30, 2002
Martin H. Young. Jr.

                                 4














                           EXHIBIT INDEX

Exhibit   Description                                Sequentially
No.                                                      Numbered
                                                            Pages

4.1       Restated and Amended 1994 Stock Option
          Plan                                             6

5.1       Opinion of Jackson DeMarco & Peckenpaugh        13
          regarding validity of securities

23.1      Consent of Jackson DeMarco & Peckenpaugh        13
          (included in Exhibit 5.1)

23.2      Consent of PriceWaterhouseCoopers L.L.P.        14
















                                 5
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{"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": "333-98379", "film-number": "02743505"}, "business-address": {"street1": "5201 TRUXTUN AVENUE,", "street2": "SUITE 300", "city": "BAKERSFIELD", "state": "CA", "zip": "93309-0640", "phone": "661 616-3900"}, "mail-address": {"street1": "BERRY PETROLEUM CO", "street2": "5201 TRUXTUN AVENUE, SUITE 300", "city": "BAKERSFIELD", "state": "CA", "zip": "93309-0640"}}
As filed with the Securities and Exchange Commission on August
20, 2002

                               Registration No. 333-

                          UNITED STATES
               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                                77-0079387
    (State or other                        (I.R.S. Employer
      jurisdiction                        Identification No.)
  of incorporation or
     organization)

                 5201 Truxtun Avenue, Suite 300
                  Bakersfield, California 93309
  (Address of principal executive offices, including zip code)

         Berry Petroleum Company 1994 Stock Option Plan
                    (Full Title of the Plan)

       Jerry V. Hoffman                    Copies to:
    Chairman of the Board,           Laura K. McAvoy, Esq.
 President and Chief Executive   Jackson DeMarco & Peckenpaugh
            Officer              2815 Townsgate Road, Suite 200
5201 Truxtun Avenue, Suite 300    Westlake Village, California
 Bakersfield, California 93309               91361
        (661) 616-3900
 (Name, Address, and Telephone
number, including area code, of
      agent for service)

                               1

CALCULATION OF REGISTRATION FEE

                          Proposed    Proposed
Title of                  Maximum     Maximum
Securities   Amount to    Offering    Aggregate     Amount of
to be        be           Price per   Offering      Registration
Registered   Registered   Share       Price         Fee
             (1) (2)      (3)         (4)
___________  ___________  __________  ___________   ____________
_______      _______      ________    _______       ______

Class A      1,000,000    $16.65      $16,650,000   $1,531.80
Common       shares
Stock, $.01
par value

Rights to    1,000,000
Purchase     shares
Shares of
Class A
Common
Stock

(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)  Includes  Rights to purchase shares of Class A Common  Stock
     upon  the occurrence of certain events pursuant to the Berry
     Petroleum  Company Rights Agreement dated December  8,  1999
     ("Rights Agreement").

(3)  Estimated  solely for purposes of calculating the amount  of
     the registration fee pursuant to Rule 457(h) and Rule 457 (c
     )    of   the  Securities  Act  of  1933,  as  amended  (the
     "Securities Act").  The Proposed Maximum Offering Price  Per
     Share  has  been  computed on the  basis  of  the  price  of
     securities of the same class using the average of  the  high
     and  low  prices of the Common Stock as reported by the  New
     York Stock Exchange of $16.65 per share on August 16, 2002.

(4)  Amount  to be Registered multiplied by the Proposed  Maximum
     Offering Price Per Share.

                                2

      The Company's Registration Statement on Form S-8 (File  No.
33-61337)  filed  with the Commission on July 27,  1995  and  the
Registration  Statement on Form S-8 (File  No.  333-62873)  filed
with  the Commission on September 4, 1998 are incorporated herein
by reference.

      At  the  Annual Meeting of Stockholders of Berry  Petroleum
Company  held  on  May  16,  2002, the Stockholders  approved  an
amendment  to  the Berry Petroleum Company Restated  and  Amended
1994  Stock  Option  Plan  (the "Plan") that  (i)  increased,  by
1,000,000  shares, the number of shares of Class A Common  Stock,
$0.01  par  value ("Shares"), authorized for issuance  under  the
Plan  to  a total of 3,000,000 Shares and (ii) provided that  the
Option  exercise  price shall be not less than  the  Fair  Market
Value   on  the  date  of  grant.   This  Registration  Statement
registers such additional securities.

                           SIGNATURES

       THE  REGISTRANT.  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
Bakersfield, State of California, on this 19 day of August 2002.

                 BERRY PETROLEUM COMPANY

                 By: s/s Jerry V. Hoffman
                    Jerry V. Hoffman, Chairman of the Board,
                    President and Chief Executive Officer
                    (Principal Executive Officer)

                 By: s/s Ralph J. Goehring
                    Ralph J. Goehring, Senior Vice President and
                    Chief Financial Officer
                    (Principal Financial Officer)

                 By: s/s Donald A. Dale
                    Donald A. Dale, Controller
                    (Principal Accounting Officer)

                                3

          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/s Jerry V. Hoffman     Chairman of the       July 16, 2002
Jerry V. Hoffman         Board, President and
                         Director
S/s William F. Berry     Director              July 22, 2002
William F. Berry

S/s Ralph B. Busch, III  Director              July 19, 2002
Ralph B. Busch, III

S/s William E. Bush      Director              July 22, 2002
William E. Bush, Jr.

S/s Steven L. Cropper    Director              July 23, 2002
Steven L. Cropper

S/s J. Herbert Gaul, Jr. Director              July 19, 2002
J. Herbert Gaul, Jr.

S/s John A. Hagg         Director              August 13, 2002
John A. Hagg

S/s Robert Heinemann     Director              August 5, 2002
Robert Heinemann

S/s Thomas J. Jamieson   Director              July 17, 2002
Thomas J. Jamieson

S/s Roger G. Martin      Director              July 19, 2002
Roger G. Martin

S/s Martin H. Young, Jr. Director              July 30, 2002
Martin H. Young. Jr.

                                 4

                           EXHIBIT INDEX

Exhibit   Description                                Sequentially
No.                                                      Numbered
                                                            Pages

4.1       Restated and Amended 1994 Stock Option
          Plan                                             6

5.1       Opinion of Jackson DeMarco & Peckenpaugh        13
          regarding validity of securities

23.1      Consent of Jackson DeMarco & Peckenpaugh        13
          (included in Exhibit 5.1)

23.2      Consent of PriceWaterhouseCoopers L.L.P.        14

                                 5