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

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Wilson Steven 2. Date of Event Requiring Statement (Month/Day/Year) 03/13/2009 3. Issuer Name and Ticker or Trading Symbol BERRY PETROLEUM CO [BRY] (Last) (First) (Middle) 5201 TRUXTUN AVE., SUITE 300 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Treasurer 5. If Amendment, Date Original Filed(Month/Day/Year) 01/08/2007 (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 256 D   Class A Common Stock 261 I Held in the Participant's 401k Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 11-23-04	11/23/2005	11/23/2014	Class A Common Stock	10,000	$ 21.58	D	Â
Nonstatutory Stock Option 12-15-05	12/15/2006	12/15/2015	Class A Common Stock	4,000	$ 30.645	D	Â
Nonstatutory Stock Option 12-15-06	12/15/2007	12/14/2016	Class A Common Stock	4,000	$ 32.565	D	Â
2005 Restricted Stock Units (1)	12/15/2006(3)	12/14/2015(4)	Class A Common Stock	1,200	$ 0 (2)	D	Â
2006 Restricted Stock Units (5)	12/15/2007(7)	12/14/2016(8)	Class A Common Stock	2,000	$ 0 (6)	D	Â
Restricted Stock Unit 4-20-06 (9)	04/20/2009(11)	04/19/2016(12)	Class A Common Stock	2,400	$ 0 (10)	D	Â
NSO 10-16-03 $9.315	10/16/2004	10/16/2013	Class A Common Stock	5,000	$ 9.315	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wilson Steven 5201 TRUXTUN AVE., SUITE 300 BAKERSFIELD, CA 93309	Â	Â	  Treasurer	Â

Signatures

Kenneth A. Olson under POA for Steve B. Wilson		03/13/2009
**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)	1 for 1
(2)	1 for 1
(3)	The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(4)	The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(5)	1 for 1
(6)	1 for 1
(7)	The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(8)	The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(9)	1 for 1
(10)	1 for 1
(11)	Restricted Stock Units vest 100% three years from date of grant on 4/20/2009.
(12)	Restricted Stock Units vest 100% three years from date of grant. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
  Remarks: This amended Form 3 is being filed to correct the reporting to add 256 shares to initial holdings of Berry Petroleum Company Class A Common Stock.

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

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