As filed with the Securities and Exchange Commission on September 3, 
1998

                                      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
              Non-Employee Director Deferred Stock
                       and Compensation Plan
                     (Full Title of the Plan)
	
                         JERRY V. HOFFMAN
                      Chairman of the Board,
              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

                     CALCULATION OF REGISTRATION FEE

                               Proposed       Proposed
Title of                       Maximum        Maximum
Securities	     Amount         Offering       Aggregate     Amount of 
to be          	to be          Price	         Offering      Registration
Registered      Registered     per Share      Price         Fee

Class A Common	  250,000    (1)$ 12.4688  (3) $3,117,200  (3) $ 919.58
Stock, $.01 par	 shares
value

Rights to       250,000 (2)
Purchase        shares
Shares of 
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 that could be purchased upon the occurrence of     
    certain events pursuant to the Berry Petroleum Company Rights Plan.

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

                                  2
<PAGE> 3

                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
	
     Not required to be included herein.

Item 2.  Registrant Information and Employee Plan Annual
         Information.

     Not required to be included herein.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1997, as filed with the Securities and 
         Exchange Commission on or about March 11, 1998;

     (b) The Registrant's Quarterly Reports on Form 10-Q, for the      
         quarters ended March 31, 1998 and June 30, 1998;

     (c) 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.

                                   3
<PAGE> 4

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 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, 

                                  4
<PAGE> 5

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, (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 Non-Employee Director Deferred Stock 
         and Compensation Plan.

     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 PricewaterhouseCoopers LLP.

                                   5
<PAGE> 6

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (a) 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;

          (b) 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.

          (c) 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.

     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 (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 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.

     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.

                                   6
<PAGE> 7


                            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 
Taft, State of California, on this 1 day of September, 1998.

                         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)


                                   7
<PAGE> 8

     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       September 1, 1998
Jerry V. Hoffman			            Board, President
                               and Director


s/s William F. Berry           Director              September 1, 1998
William F. Berry


s/s Gerry A. Biller            Director              September 1, 1998
Gerry A. Biller


s/s Ralph B. Busch, III        Director              September 1, 1998
Ralph B. Busch, III


s/s William E. Bush, Jr.       Director              September 1, 1998
William E. Bush, Jr.


s/s Richard F. Downs           Director              September 1, 1998
Richard F. Downs


s/s John A. Hagg               Director              September 1, 1998
John A. Hagg


s/s Thomas J. Jamieson         Director              September 1, 1998
Thomas J. Jamieson


s/s Roger G. Martin            Director              September 1, 1998
Roger G. Martin


s/s James A. Middleton         Director              September 1, 1998
James A. Middleton

                                   8
<PAGE> 9

                           EXHIBIT INDEX
						
Exhibit No.          Description                       Sequentially
                                                      Numbered Pages

4.1            Berry Petroleum Company                      10
               Non-Employee Director
               Deferred Stock and Compensation
               Plan.

5.1            Opinion of Nordman, Cormany,                 15
               Hair & Compton regarding
               validity of securities.

23.1	          Consent of Nordman, Cormany,                 15
               Hair & Compton (included in
               Exhibit 5.1).

23.2	          Consent of PricewaterhouseCoopers LLP.       16

                                   9
[{"type": "S-8", "sequence": "1", "description": "S-8 DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 17041}]
{"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": "333-62799", "film-number": "98703509"}, "business-address": {"street1": "P O BIN X", "city": "TAFT", "state": "CA", "zip": "93268", "phone": "8057698811"}, "mail-address": {"street1": "BERRY PETROLEUM CO", "street2": "P.O. BOX X", "city": "TAFT", "state": "CA", "zip": "93268"}}
As filed with the Securities and Exchange Commission on September 3, 
1998

                                      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
              Non-Employee Director Deferred Stock
                       and Compensation Plan
                     (Full Title of the Plan)
	
                         JERRY V. HOFFMAN
                      Chairman of the Board,
              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	         Offering      Registration
Registered      Registered     per Share      Price         Fee

Class A Common	  250,000    (1)$ 12.4688  (3) $3,117,200  (3) $ 919.58
Stock, $.01 par	 shares
value

Rights to       250,000 (2)
Purchase        shares
Shares of 
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 that could be purchased upon the occurrence of     
    certain events pursuant to the Berry Petroleum Company Rights Plan.

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

                                  2
3

                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
	
     Not required to be included herein.

Item 2.  Registrant Information and Employee Plan Annual
         Information.

     Not required to be included herein.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1997, as filed with the Securities and 
         Exchange Commission on or about March 11, 1998;

     (b) The Registrant's Quarterly Reports on Form 10-Q, for the      
         quarters ended March 31, 1998 and June 30, 1998;

     (c) 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.

                                   3
4

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 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, 

                                  4
5

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, (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 Non-Employee Director Deferred Stock 
         and Compensation Plan.

     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 PricewaterhouseCoopers LLP.

                                   5
6

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (a) 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;

          (b) 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.

          (c) 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.

     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 (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 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.

     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.

                                   6
7

                            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 
Taft, State of California, on this 1 day of September, 1998.

                         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)

                                   7
8

     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       September 1, 1998
Jerry V. Hoffman			            Board, President
                               and Director

s/s William F. Berry           Director              September 1, 1998
William F. Berry

s/s Gerry A. Biller            Director              September 1, 1998
Gerry A. Biller

s/s Ralph B. Busch, III        Director              September 1, 1998
Ralph B. Busch, III

s/s William E. Bush, Jr.       Director              September 1, 1998
William E. Bush, Jr.

s/s Richard F. Downs           Director              September 1, 1998
Richard F. Downs

s/s John A. Hagg               Director              September 1, 1998
John A. Hagg

s/s Thomas J. Jamieson         Director              September 1, 1998
Thomas J. Jamieson

s/s Roger G. Martin            Director              September 1, 1998
Roger G. Martin

s/s James A. Middleton         Director              September 1, 1998
James A. Middleton

                                   8
9

                           EXHIBIT INDEX
						
Exhibit No.          Description                       Sequentially
                                                      Numbered Pages

4.1            Berry Petroleum Company                      10
               Non-Employee Director
               Deferred Stock and Compensation
               Plan.

5.1            Opinion of Nordman, Cormany,                 15
               Hair & Compton regarding
               validity of securities.

23.1	          Consent of Nordman, Cormany,                 15
               Hair & Compton (included in
               Exhibit 5.1).

23.2	          Consent of PricewaterhouseCoopers LLP.       16

                                   9