Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
BUSCH RALPH B III
 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)
(Last)
(First)
(Middle)

C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


DENVER, CO 80202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common Stock             70,000 I As Co-Trustee of Charitable Trust
Class A Common Stock             123,583 I As Co-Trustee of Union Bank Trust Shares
Class A Common Stock             7,250 I Busch Family Foundation
Class A Common Stock 12/30/2011   A 20 (5) A $ 0 140,468 D  
Class A Common Stock 12/30/2011   A 94 (5) A $ 0 14,526 I As Custodian for Minor Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Options 12-2-02 $ 8.07           12/02/2002 12/02/2012 Class A Common Stock
10,000
  10,000
D
 
Nonstatutory Stock Options 12-2-03 $ 9.61           12/02/2003 12/02/2013 Class A Common Stock
10,000
  10,000
D
 
Nonstatutory Stock Options 12-2-04 $ 21.77           12/02/2004 12/02/2014 Class A Common Stock
10,000
  10,000
D
 
Nonstatutory Stock Option 12-15-05 $ 30.645           12/15/2005 12/15/2015 Class A Common Stock
10,000
  10,000
D
 
Phantom Stock Units (1) $ 0 (1)           08/08/1988(2) 08/08/1988(2) Class A Common Stock
44,794
  44,794
D
 
Nonstatutory Stock Option 12-15-06 $ 32.565           12/15/2006 12/14/2016 Class A Common Stock
10,000
  10,000
D
 
2007 Restricted Stock Unit (1) $ 0           01/01/2008(3) 12/13/2017(4) Class A Common Stock
1,319
  1,056
D
 
NSO 2007 $ 43.61           12/14/2007 12/13/2017 Class A Common Stock
3,956
  3,956
D
 
March 2011 Director RSU $ 0           03/02/2011 03/02/2021 Class A Common Stock
2,499
  2,499
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUSCH RALPH B III
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700
DENVER, CO 80202		        

Signatures

Kenneth A Olson under POA for Ralph Busch 01/12/2012
**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) Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors.
(3) The RSU granted is 100% vested at the date of grant but the receipt of shares are subject to a deferral period which is generally at least four years from the 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) Increase in shares from the reinvestment of dividends paid quarterly on common stock. All shares were purchased at market and were non-discretionary.

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