Sec Form 4 Filing - Anderson Daniel G @ BERRY PETROLEUM CO - 2012-02-07

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 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 Anderson Daniel G 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) X __ Other (specify below) Former VP (Last) (First) (Middle) C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2012 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,140 I Held in 401(k) Plan Class A Common Stock 02/07/2012 M 10,709 A $ 48 19,519 D Class A Common Stock 02/07/2012 S 10,709 ( 5 ) D $ 48 8,810 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 2007 Restricted Stock Unit ( 1 ) $ 0 ( 2 ) 12/14/2008( 3 ) 01/09/2016( 4 ) Class A Common Stock 2,855 2,855 D 2008 Restricted Stock Units ( 1 ) $ 0 ( 2 ) 12/12/2009( 3 ) 01/09/2016( 4 ) Class A Common Stock 10,000 10,000 D 2009 Restricted Stock Units $ 0 12/11/2010 01/09/2016 Class A Common Stock 1,866 1,866 D NSO 2007 $ 43.61 02/07/2012 M 10,709 12/14/2008 05/07/2012 Class A Common Stock 10,709 $ 48 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anderson Daniel G C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO80202 Former VP Signatures Kenneth A Olson under POA for Daniel Anderson 02/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 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 )Approximately 10,075 of these shares were sold to cover the option exercise price and income taxes due on the exercise.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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