UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 SCHEDULE 13G


                  (Under the Securities Exchange Act of 1934
                       (Amendment No.       8        )*

                             Berry Petroleum Company                       
                                 (Name of Issuer)
     
                               Class A Common Stock
                           (Title of Class of Securities)

                                    085789105            
                                  (CUSIP Number)


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 Rule13d-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

          C.J. Bennett Trust of 1987     77-6035047


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                    1,313,516
  
 BENEFICIALLY       6.      SHARED VOTING POWER

   OWNED BY                     288,616

     EACH           7.      SOLE DISPOSITIVE POWER
                             
   REPORTING                  1,313,516
      
  PERSON WITH       8.      SHARED DISPOSITIVE POWER  

                                288,616


9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,602,132 

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

          7.6%

12.     TYPE OF REPORTING PERSON *

          IN - As Trustee of the C.J. Bennett Trust of 1987


                     *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:

                    28700 Hovey Hills Road
                    P.O. Bin X
                    Taft, CA  93268

Item 2(a).          Name of Person Filing:

                    Clarence Jesse Bennett (C.J. Bennett)

Item 2(b).          Address of Principal Business Office or, if none, residence:

                    28700 Hovey Hills Road
                    P.O. Bin X
                    Taft, CA  93268

Item 2(c).          Citizenship:

                    United States

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:
                    
                         1,602,132 shares
                    
                    (b)  Percent of Class:

                         7.6%                



                        Page 3 of 4 pages



               (c)  Number of shares as to which such person has:

               (  i)  Sole power to vote or direct the vote        1,313,516
               ( ii)  Shared power to vote or direct the vote        288,616
               (iii)  Sole power to dispose or direct the
                    disposition of                                 1,313,516
               ( iv)  Shared power to dispose or direct the
                    disposition of                                   288,616

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:

               Includes 288,616 shares held under four trusts as to which voting
               and investment power are shared with two other persons.
               
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.


       January 28, 1996                        
            Date


                                     
                                   /s/ Clarence Jesse Bennett

                             Page 4 of 4 pages