UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Under the Securities Exchange Act of 1934 (Amendment No. 10 )* 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 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 pages2 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 1,710,251 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Not Applicable EACH 7. SOLE DISPOSITIVE POWER REPORTING 1,710,251 PERSON WITH 8. SHARED DISPOSITIVE POWER Not Applicable 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,710,251 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 8.1% 12. TYPE OF REPORTING PERSON * IN - Individual *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 4 pages
3 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: William F. Berry 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: 1,710,251 shares (b) Percent of Class: 8.1% Page 3 of 4 pages
4 (c) Number of shares as to which such person has: ( i) Sole power to vote or direct the vote 1,710,251 ( ii) Shared power to vote or direct the vote - (iii) Sole power to dispose or direct the disposition of 1,710,251 ( 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. Date January 12, 1998 /s/ William F. Berry William F. Berry Page 4 of 4 pages