Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Ciotti George W
 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)
VP of Rocky Mtn Prod
(Last)
(First)
(Middle)

1999 BROADWAY, SUITE 3700		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


DENVER, CO 80202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common Stock             2,444 I Held in 401(k) account
Class A Common Stock 12/31/2011   A 36 (3) A $ 0 7,702 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2008 Restricted Stock Units (1) $ 0           12/11/2009(2) 12/11/2018 Class A Common Stock
1,625
  1,625
D
 
2009 Restricted Stock Units (1) $ 0           12/11/2010(2) 12/11/2019 Class A Common Stock
3,733
  3,733
D
 
Perf Based RSUs 3-16-10 $ 0           12/31/2012 12/31/2012 Class A Common Stock
5,633
  5,633
D
 
March 2011 Employee RSU Grant $ 0           03/02/2012 03/02/2021 Class A Common Stock
4,021
  4,021
D
 
Non-Statutory Stock Option 3-3-2011 - $48.50 $ 48.5           03/02/2012 03/02/2021 Class A Common Stock
4,615
  4,615
D
 
Perf Based RSU 3-2-2011 $ 0           12/31/2013 03/02/2021 Class A Common Stock
3,518
  3,518
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ciotti George W
1999 BROADWAY, SUITE 3700
DENVER, CO 80202		       VP of Rocky Mtn Prod  

Signatures

Kenneth A. Olson Under POA for George W. Ciotti 02/06/2012
**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) Restricted Stock Units vest 25% per year from date of grant.
(3) Increase in shares from the reinvestment of dividends paid quarterly on common stock. All shares were purchased at market and were non-discretionary.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.