Ownership Submission
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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(Print or Type Responses)
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. Date of Earliest Transaction (Month/Day/Year)
11/15/2013
(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               123,363 I As Co-Trustee of Union Bank Trust Shares
Class A Common Stock               75,250 I Busch Family Foundation
Class A Common Stock               28,208 I As Custodian for Minor Children
Class A Common Stock 11/15/2013   M   10,000 (5) A $ 9.61 240,558 D  
Class A Common Stock 11/15/2013   S   4,319 (5) D $ 51.4173 236,239 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
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 48,260   48,768 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 (3)             01/01/2008(4) 12/13/2017 Class A Common Stock 792   792 D  
NSO 2007 $ 43.61             12/14/2007 12/13/2017 Class A Common Stock 3,956   3,956 D  
March 2011 Director RSU (1) $ 0 (3)             03/02/2011(4) 03/02/2021 Class A Common Stock 2,499   2,499 D  
March 2 2012 Director RSU Grant $ 0             03/02/2012 03/02/2022 Class A Common Stock 2,231   2,231 D  
March 4, 2013 Director RSU Grant $ 0             03/04/2013 03/04/2023 Class A Common Stock 2,629   2,629 D  
Nonstatutory Stock Options 12-2-03 $ 9.61 11/15/2013   M     10,000 (6) 12/02/2003 12/02/2013 Class A Common Stock 10,000 $ 0 0 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   11/18/2013
**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) Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(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) Options exercised and shares sold under a 10b5-1 Plan established by filer.
(6) Options exercised under a 10b5-1 Plan established by filer

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