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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1. Name and Address of Reporting Person * Ciotti George W   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 Corp Development (Last) (First) (Middle) 1999 BROADWAY, SUITE 3700 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2010 (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 12/11/2010   M   1,866 (1) A $ 41.195 4,674 D   Class A Common Stock 12/12/2010   J   32 (3) A $ 0 1,625 I Held in 401(k) account Class A Common Stock 12/12/2010   M   1,625 (4) A $ 41.195 6,299 D   Class A Common Stock 12/14/2010   S   487 (6) D $ 43.04 5,812 D   Class A Common Stock 12/14/2010   S   556 (7) D $ 43.3 5,256 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

Perf Based RSUs 3-16-10

$ 0

12/31/2012

12/31/2012

Class A Common Stock

5,633

5,633

D

2009 Restricted Stock Units

$ 0

12/11/2010

M

1,866 (2)

12/11/2010

12/11/2019

Class A Common Stock

7,465

$ 41.195

5,599

D

2008 Restricted Stock Units

$ 0

12/12/2010

M

1,625 (5)

12/11/2009

12/11/2018

Class A Common Stock

4,875

$ 41.195

3,250

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ciotti George W 1999 BROADWAY, SUITE 3700 DENVER, CO 80202			VP of Corp Development

Signatures

Kenneth A. Olson Under POA for George W. Ciotti		12/14/2010
**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)	Vested shares issued pursuant to Rule 16b-3 plan.
(2)	Vested shares issued pursuant to Rule 16b-3 plan.
(3)	Shares of Common Stock acquired by the reporting person in the Company's 401(k) Plan. All transactions were at market and were non-discretionary.
(4)	Vested shares issued pursuant to Rule 16b-3 plan.
(5)	Vested shares issued pursuant to Rule 16b-3 plan.
(6)	Shares sold to cover taxes on RSU vesting under Rule 16b-3 Plan.
(7)	Shares sold to cover taxes on RSU vesting under Rule 16b-3 Plan.

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