Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kelso Bruce S
 2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2005		 3. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [BRY]
(Last)
(First)
(Middle)
C/O BERRY PETROLEUM COMPANY, 5201 TRUXTUN AVE., SUITE 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President of Rocky Mtn
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BAKERSFIELD, CA 93309		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
CLASS A COMMON STOCK 221 (1)
I
Held in 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Option (Right to Buy) NSO 08/23/2004 08/23/2013 Class A Common Stock 5,000 $ 17.9 D  
Nonstatutory Stock Option (Right to Buy) NSO 12/05/2004 12/05/2013 Class A Common Stock 1,500 $ 19.94 D  
Nonstatutory Stock Option (Right to Buy) NSO 11/23/2005 11/23/2014 Class A Common Stock 15,000 $ 43.16 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelso Bruce S
C/O BERRY PETROLEUM COMPANY
5201 TRUXTUN AVE., SUITE 300
BAKERSFIELD, CA 93309		       Vice President of Rocky Mtn  

Signatures

Kenneth A. Olson under POA for Bruce S. Kelso 10/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Holdings of Berry Petroleum Company Class A Common Stock on date designated as a reporting officer of Berry Petroleum Company.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.