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 * Ayers William B   2. Issuer Name and Ticker or Trading Symbol BERRY PETROLEUM CO [BRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) VP of Human Resources (Last) (First) (Middle) C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2010 (Street) DENVER, CO 80202 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 12/15/2010   M   1,250 (9) A $ 42.895 3,840 D   Class A Common Stock 12/17/2010   S   388 (11) D $ 43.0674 3,452 D

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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

Non-Statutory Stock Option 5-18-06

$ 31.615

05/18/2007

05/17/2016

Class A Common Stock

10,000

10,000

D

Nonstatutory Stock Option 12-15-06

$ 32.565

12/15/2007

12/14/2016

Class A Common Stock

5,000

5,000

D

2007 Restricted Stock Unit (1)

$ 0 (2)

12/14/2008(3)

12/13/2017(4)

Class A Common Stock

2,294

2,294

D

NSO 2007

$ 43.61

12/14/2008

12/13/2017

Class A Common Stock

6,880

6,880

D

2008 Restricted Stock Units (5)

$ 0 (6)

12/12/2009(7)

12/11/2018(8)

Class A Common Stock

12,333

12,333

D

2009 Restricted Stock Units

$ 0

12/11/2010

12/11/2019

Class A Common Stock

7,091

7,091

D

Perf Based RSUs 3-16-10

$ 0

12/31/2012

12/31/2012

Class A Common Stock

3,004

3,004

D

2006 Restricted Stock Units

$ 0

12/15/2010

M

1,250 (10)

12/15/2007

12/14/2016

Class A Common Stock

1,250

$ 42.895

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ayers William B C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO 80202			VP of Human Resources

Signatures

Kenneth A. Olson under POA for W. B. Ayers		12/17/2010
**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)	Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(3)	The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.
(4)	The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.
(5)	1 for 1
(6)	Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(7)	The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.
(8)	The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.
(9)	Vested shares issued pursuant to Rule 16b-3 plan.
(10)	Vesting of 25% of RSUs granted 12-15-2006 under a Rule 16b-3 Plan
(11)	Shares sold to cover taxes on RSU vesting under Rule 16b-3 Plan.

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