PART IV

ITEM 15 — Exhibits, Financial Statement Schedules

A. Financial Statements and Schedules

See Item 8 Index to Financial Statements and Supplementary Data in this Form 10-K/A.

 Exhibit No.  Description of Exhibit

 

   
 3.1*  Registrant's Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, File No. 1-09735).
 3.2*  Registrant's Restated Bylaws dated July 1, 2005 (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, File No. 1-09735).
 4.1*  First Supplemental Indenture, dated as of October 24, 2006, between the Registrant and Wells Fargo Bank, National Association as Trustee relating to the Registrant's 8 1/4% Senior Subordinated Notes due 2016 (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K File No. 1-9735).
 4.2*  Registrant’s 8.25% Senior Subordinated Notes (filed as Form 425B5 on October 19, 2006).
 4.3*  Registrant's Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (filed as Exhibit A to the Registrant's Registration Statement on Form 8-A12B on December 7, 1999, File No. 778438-99-000016).
 4.4*  Rights Agreement between Registrant and ChaseMellon Shareholder Services, L.L.C. dated as of December 8, 1999 (filed by the Registrant on Form 8-A12B on December 7, 1999, File No. 778438-99-000016).
 10.1*  Description of Short-Term Cash Incentive Plan of Registrant (filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2006, File No. 1-0735).
 10.2*  Form of Change in Control Severance Protection Agreement dated August 24, 2006, by and between Registrant and selected employees of the Company (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K on August 24, 2006, File No. 1-9735).
 10.3*  Instrument for Settlement of Claims and Mutual Release by and among Registrant, Victory Oil Company, the Crail Fund and Victory Holding Company effective October 31, 1986 (filed as Exhibit 10.13 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4 filed on May 22, 1987, File No. 33-13240).
 10.4*  Credit Agreement, dated as of June 27, 2005, by and between the Registrant and Wells Fargo Bank, N.A. and other financial institutions (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, File No. 1-9735).
 10.5*  First Amendment to Credit Agreement, dated as of December 15, 2005 by and between the Registrant and Wells Fargo Bank, N.A. and other financial institutions (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2005, File No. 1-09735).
 
 10.6*  Second Amendment to Credit Agreement, dated as of April 28, 2006 by and between the Registrant and Wells Fargo Bank, N.A. and other financial institutions (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006, File No. 1-09735).
 10.7*  Amended and Restated 1994 Stock Option Plan (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on August 20, 2002, File No. 333-98379).
 10.8*  First Amendment to the Registrant’s Amended and Restated 1994 Stock Option Plan dated as of June 23, 2006 (filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K June 26, 2006, File No. 1-9735).
 10.9*  Berry Petroleum Company 2005 Equity Incentive Plan (filed as Exhibit 4.2 to the Registrant’s Form S-8 filed on July 29, 2005, File No. 333-127018).
 10.10*  Form of the Stock Option Agreement, by and between Registrant and selected employees, directors, and consultants (filed as Exhibit 4.3 to the Registrant’s Form S-8 filed on July 29, 2005, File No. 333-127018).
 10.11*  Form of the Stock Appreciation Rights Agreement, by and between Registrant and selected employees, directors, and consultants (filed as Exhibit 4.4 to the Registrant’s Form S-8 filed on July 29, 2005, File No. 333-127018).
 10.12*  Form of Restricted Stock Award Agreement, by and between Registrant and selected directors (filed as Exhibit 99.1 on Form 8-K filed on December 17, 2007, File No. 1-9735).
 10.13*  Form of Restricted Stock Award Agreement, by and between Registrant and selected officers (filed as Exhibit 99.1on Form 8-K December 17, 2007, File No. 1-9735).
 10.14*  Form of Stock Award Agreement, by and between Registrant and selected employees, directors, and consultants (filed as Exhibit 99.4 to the Registrant's Current Report on Form 8-K June 26, 2006, File No. 1-9735).
 10.15* **  Carry and Earning Agreement, dated June 7, 2006, between Registrant and EnCana Oil & Gas (USA), Inc. (filed as Exhibit 99.2 on Form 8-K on June 19, 2006, File No. 1-9735).
 10.16*  Crude oil purchase contract, dated November 14, 2005 between Registrant and Big West of California, LLC (filed as Exhibit 99.2 on Form 8-K filed on November 22, 2005, File No. 1-9735).
 10.17*  Non-Employee Director Deferred Stock and Compensation Plan (as amended effective January 1, 2006) (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2005, File No. 1-09735).
 10.18*  Amended and Restated Employment Contract dated as of June 23, 2006 by and between the Registrant and Robert F. Heinemann (filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K June 26, 2006, File No. 1-9735).
 10.19*  Stock Award Agreement dated as of June 23, 2006 by and between the Registrant and Robert F. Heinemann (filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K June 26, 2006, File No. 1-9735).
 10.20*  Amended and Restated Purchase and Sale Agreement between Registrant and Orion Energy Partners, LP (filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2005, File No. 1-09735).
 10.21*  Underwriting Agreement dated October 18, 2006 by and between Registrant and the several Underwriters listed in Schedule 1 thereto (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K on October 19, 2006, File No. 1-9735).
 10.22* **  Crude Oil Supply Agreement between the Registrant and Holly Refining and Marketing Company - Woods Cross (filed as Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the period ended December 31,2006, File No. 1-0735).
10.23* ** Purchase and Sale Agreement between the Registrant and Venoco, Inc. dated March 19, 2007 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007, File No. 1-9735).
 23.1  Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
 23.2  Consent of DeGolyer and MacNaughton.
 31.1  Certification of Chief Executive Officer pursuant to SEC Rule 13(a)-14(a).
 31.2  Certification of Chief Financial Officer pursuant to SEC Rule 13(a)-14(a).
 32.1  Certification of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code.
 32.2  Certification of Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code.
 99.1*  Form of Indemnity Agreement of Registrant (filed as Exhibit 99.1 in Registrant's Annual Report on Form 10-K filed on March 31, 2005, File No. 1-9735).
 99.2*  Form of "B" Group Trust (filed as Exhibit 28.3 to Amendment No. 1 to Registrant's Registration Statement on Form S-4 filed on May 22, 1987, File No. 33-13240).
 *   Incorporated by reference ** Portions of this exhibit have been omitted pursuant to a request for confidential treatment  
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2008.

 BERRY PETROLEUM COMPANY

 /s/ Robert F. Heinemann  /s/ Ralph J. Goehring  /s/ Shawn M. Canaday
 ROBERT F. HEINEMANN  RALPH J. GOEHRING  SHAWN M. CANADAY
 President, Chief Executive Officer  Executive Vice President and  Controller
 and Director  Chief Financial Officer  (Principal Accounting Officer)
   (Principal Financial Officer)  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

 Name  Office  Date
     
 /s/ Martin H. Young, Jr.  Chairman of the Board,  February 26, 2008
 Martin H. Young, Jr.  Director  
     
 /s/ Robert F. Heinemann  President, Chief Executive Officer  February 26, 2008
 Robert F. Heinemann  and Director  
     
 /s/ Joseph H. Bryant  Director  February 26, 2008
 Joseph H. Bryant    
     
 /s/ Ralph B. Busch, III  Director  February 26, 2008
 Ralph B. Busch, III    
     
 /s/ William E. Bush, Jr.  Director  February 26, 2008
 William E. Bush, Jr.    
     
 /s/ Stephen L. Cropper  Director  February 26, 2008
 Stephen L. Cropper    
     
 /s/ J. Herbert Gaul, Jr.  Director  February 26, 2008
 J. Herbert Gaul, Jr.    
     
 /s/ Thomas J. Jamieson  Director  February 26, 2008
 Thomas J. Jamieson    
     
 /s/ J. Frank Keller  Director  February 26, 2008
 J. Frank Keller    
     
 /s/ Ronald J. Robinson  Director  February 26, 2008
 Ronald J. Robinson