SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 23, 2004 Berry Petroleum Company (Exact name of registrant as specified in its charter) Delaware 1-9735 77-0079387 (State or other (Commission IRS Employer jurisdiction of File Number) Identification No. incorporation) 5201 Truxtun Avenue, Suite 300 Bakersfield, CA 93309 (Address of principal executive offices) Registrant's telephone number, including area code (661) 616-3900 N/A (Former name or former address, if changed since last report) 1 Item 1.01. Entry into a Material Definitive Agreement. On November 23, 2004, Berry Petroleum Company (Berry) entered into an option agreement with Logan Magruder, Senior Vice President of Rocky Mountain and Mid-Continent Region of Berry, granting options on 35,000 shares of Berry's Class A Common Stock at the closing price of $43.16 per share, vesting over four years at 8,750 shares per year. A copy of the option agreement is attached hereto as Exhibit 99. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BERRY PETROLEUM COMPANY By /s/ Kenneth A. Olson Name: Kenneth A. Olson Title: Corporate Secretary/Treasurer November 24, 2004 2