Ownership Submission
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)
03/09/2007		 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)
Controller
 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 0
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 11/23/2005(1) 11/23/2014 Class A Common Stock 10,000 $ 21.58 D  
Nonstatutory Stock Option 12/15/2006(2) 12/15/2015 Class A Common Stock 4,000 $ 30.645 D  
Nonstatutory Stock Option 12/15/2007(3) 12/14/2016 Class A Common Stock 4,000 $ 32.565 D  
Restricted Stock Units   (5)   (6) Class A Common Stock 1,200 $ 0 (4) D  
Restricted Stock Units   (8)   (9) Class A Common Stock 2,000 $ 0 (7) D  
Restricted Stock Unit   (11)   (12) Class A Common Stock 2,400 $ 0 (10) D  
NSO 10-16-03 $9.315 10/16/2004(13) 10/16/2013 Class A Common Stock 5,000 $ 9.315 D  

Reporting Owners

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

Signatures

Kenneth A. Olson under POA for Steve B. Wilson 03/09/2007
**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) NSO vest 25% per year beginning one year after date of grant.
(2) NSO vest 25% per year beginning one year after date of grant.
(3) NSO vest 25% per year beginning one year after date of grant.
(4) 1 for 1
(5) 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.
(6) 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.
(7) 1 for 1
(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) 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.
(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.
(13) NSO vest 25% per year beginning one year after date of grant.
 
Remarks:
Form 3 is being amended to report the correct number of Restricted Stock Units held from the 12-15-2006 grant. Footnotes 5, 6 and 7 above. The original total reported was 4,000, the correct amount was 2,000.

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