UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Under the Securities Exchange Act of 1934
(Amendment No. 21)*
Berry Petroleum Company
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
085789105
(CUSIP Number)
DECEMBER 31, 2008
Date of Event Which Requires Filing of This Statement
Check the following box if a fee is being paid with this
statement __. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 pages
CUSIP No. 085789105 Page 2 of 4
Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William F. Berry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable (a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,953,367
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Not Applicable
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,953,367
PERSON WITH 8. SHARED DISPOSITIVE POWER
Not Applicable
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,953,367
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6
12. TYPE OF REPORTING PERSON *
IN-Individual
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
Item 1(a). Name of Issuer:
Berry Petroleum Company
Item 1(b). Address of Issuer's Principal Executive Offices:
1999 Broadway,Suite 3700
Denver, CO 80202
Item 2(a). Name of Person Filing:
William F. Berry
Item 2(b). Address of Principal Business Office or, if none,
residence:
1999 Broadway,Suite 3700
Denver, CO 80202
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
085789105
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not Applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned:
2,953,367 shares
(b) Percent of Class:
6.6%
Page 3 of 4 pages
(c) Number of shares as to which such person has:
( i) Sole power to vote or direct the vote 2,953,367
( ii) Shared power to vote or direct the vote -
(iii) Sole power to dispose or direct the
disposition of 2,953,367
( iv) Shared power to dispose or direct the
disposition of -
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company:
Not Applicable
Item 8. Identification and Classification of Members of the
Group
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 10, 2009
Date
/s/ Kenneth A. Olson
Attorney-in-Fact for
William F. Berry
Page 4 of 4 pages