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 December 11, 2009 (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K on December 11, 2009, File No. 1-09735).

4.1*

Form of Indenture between Berry Petroleum Company and Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3ASR on June 15, 2006, File No. 1-9735).

 4.2*

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 on October 25, 2006 File No. 1-9735).

 4.3*

 Registrant’s 8.25% Senior Subordinated Notes (filed as Form 425B5 on October 19, 2006).

 4.4*

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. 001-09735).

 4.5*

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. 001-09735).

4.6*

Registrant’s 10¼ % Senior Notes due 2014 (filed as Form 425B5 on August 12, 2009)

4.7*

Indenture, dated June 15, 2006,between Berry Petroleum Company and Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on May 29, 2009, File No. 1-09735)

4.8*

First Supplemental Indenture, dated May 27, 2009, between Berry Petroleum Company and Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K on May 29, 2009, File No. 1-09735)

4.9*

Form of 10 ¼% Senior Notes due 2014 (Included in Exhibit 4.2 to the Registrant’s Current Report on Form 8-K on May 29, 2009, File No. 1-09735)

10.1*

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).

10.2*

 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. 1-9735).

10.3*

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).

 10.4*

 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).

10.5*

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).

 10.6*

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).

 10.7*

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).

 10.8*

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).

 10.9*

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).

 10.10*

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).

 10.11*

Form of Restricted Stock Award Agreement, by and between Registrant and selected officers (filed as Exhibit 99.2on Form 8-K December 17, 2007, File No. 1-9735).

 10.12

Non-Employee Director Deferred Stock and Compensation Plan (as amended and restated effective November 19, 2008).

 10.13*

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).

 10.14*

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).

 10.15*

Employment Agreement dated November 19, 2008 by and between Berry Petroleum Company and David D. Wolf (Filed as Exhibit 10.1 in Registrant’s Form 8-K/A filed on November 21, 2008, File No. 1-9735)

 10.16*

Employment Agreement dated November 19, 2008 by and between Berry Petroleum Company and Michael Duginski (filed as Exhibit 10.1 in Registrant’s Form 8-K filed on November 21, 2008, File No. 1-9735)

 10.17*

Amended and Restated Credit Agreement, dated as of July 15, 2008, 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, 2008, File No. 1-9735).

 10.18*

Credit Agreement by and among Berry Petroleum Company, Societe Generale, SG Americas Securities, LLC, BNP Paribas Securities Corp., BNP Paribas, and other financial institutions dated July 31, 2008 (filed as Exhibit 10.2 on Form 10-Q for the period ended September 30, 2008, File No. 1-09735).

 10.19*

First Amendment to Amended and Restated Credit Agreement, by and between Berry Petroleum Company, Wells Fargo Bank, N.A. and other financial institutions, dated as of October 17, 2008 (filed on October 17, 2008, as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K File No. 1-9735).

 10.20*

Joinder Agreement dated November 13, 2008 by and among Berry Petroleum Company, Wells Fargo Bank, N.A., and Bank of Montreal (filed as Exhibit 10.1in Registrant’s Form 8-K filed on November 17, 2008, File No. 1-9735).

10.22*

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).

10.21*

Joinder Agreement dated December 2, 2008 by and among Berry Petroleum Company, Wells Fargo Bank, N.A., and Calyon New York Branch (filed as Exhibit 10.1in Registrant’s Form 8-K filed on December 4, 2008, File No. 1-9735).

10.23* **

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).

10.24* **

 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).

10.25*

Purchase and Sale Agreement Between O’Brien Resources, LLC, Sepco II, LLC, Liberty Energy, LLC, Crow Horizons Company and O’Benco II LP collectively as Seller and Berry Petroleum Company as Purchaser, dated as of June 10, 2008 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2008, File No. 1-9735).

10.26*

Overriding Royalty Purchase Agreement between O’Brien Resources, LLC, as Seller and Berry Petroleum Company as Purchaser, dated as of June 10, 2008 (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2008, File No. 1-9735).

10.27*

Second Amendment to the Amended and Restated Credit Agreement, dated as of February 19, 2009 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on February 20, 2009, File No. 1-9735).

10.28 * **

Crude Oil Purchase Contract dated March 20, 2009, between the Registrant and Tesoro Corporation (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2009, File No. 1-09735)

10.29*

Third Amendment to Amended and Restated Credit Agreement dated April 27, 2009 by and among Registrant, Wells Fargo Bank National Association, individually and as administrative agent, and certain financial institutions, as lenders (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10- for the period ended March 31, 2009, File No. 1-09735)

10.30*

Second Lien Credit Agreement date April 27, 2009, among Registrant, Wells Fargo Energy Capital, Inc., as administrative agent, and certain financial institutions, as Lenders and agents (Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10- for the period ended March 31, 2009, File No. 1-09735)

10.31*

Underwriting Agreement, dated May 21, 2009, by and between Registrant and Wachovia Capital Markets, LLC, RBS Securities Inc., BNP Paribas Securities Corp., SG Americas Securities, LLC and Calyon Securities (USA) Inc., (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K on May 27, 2009, File No. 1-9735).

10.32*

Underwriting Agreement, dated August 11, 2009, by and among Registrant and Wachovia Capital Markets, LLC, RBS Securities Inc., BNP Paribas Securities Corp., SG Americas Securities, LLC and Calyon Securities (USA) Inc., as representatives of the underwriters named therein (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K on August 13, 2009, File No. 1-9735).

10.33* **

Crude Oil Purchase Contract dated September 24, 2009 between the Registrant and ExxonMobil Oil Corporation (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, File No. 1-9735).

10.34*

Underwriting Agreement dated January 14, 2010 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 January 19, 2010, File No. 1-9735).

12.1

Ratio of Earnings to Fixed Charges.

 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).

99.3

Report of DeGolyer and MacNaughton dated February 19, 2010 regarding Registrant’s reserves estimates.

 *   Incorporated by reference

 ** Portions of this exhibit have been omitted pursuant to a request for confidential treatment