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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
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 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
Winberta Holdings, Ltd.
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
Alberta, Canada
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,987,112
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Not Applicable
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,987,112
PERSON WITH 8. SHARED DISPOSITIVE POWER
Not Applicable
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,987,112
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
9.0%
12. TYPE OF REPORTING PERSON *
CO-Corporation
*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:
Winifred Berry Lowell
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:
Canada
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:
1,987,112 shares
(b) Percent of Class:
9.0%
Page 3 of 4 pages
(c) Number of shares as to which such person has:
( i) Sole power to vote or direct the vote 1,987,112
( ii) Shared power to vote or direct the vote -
(iii) Sole power to dispose or direct the
disposition of 1,987,112
( 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:
Pursuant to the terms of the Last Will and Testament of C.J.
Berry, 37.5% of the dividends declared on 1,763,866 shares owned
by Winberta Holdings, Ltd. are payable C.J. Bennett during his
lifetime.
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 20, 1999
/s/ Winfred Berry Lowell
Winifred Berry Lowell
Page 4 of 4 pages