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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BERRY PETROLEUM COMPANY (bry)
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
085789105
-----------------------------------------
(CUSIP Number)
December 31, 2004
-----------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
CUSIP No. 085789105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Kennedy Capital Management, Inc. Tax ID: 43-1225960
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization:
Missouri Corporation
5 Sole Voting Power
387,555 1.8%
Number of 6 Shares Voting Power
Shares
Beneficially None
Owned By
Each Reporting
Person With 7 Sole Dispositive Power
403,550 1.9%
8 Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
403,550 shares
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11):
1.9%
12. Type of Reporting Person (See Instructions):
IA
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of Reporting Persons-
Furnish the full legal name of each person for whom the report is
filed-i.e., each person required to sign the schedule itself-including
each member of a group. Do not include the name of a person required to
be identified in the report but who is not a reporting person.
Reporting persons that are entities are also requested to furnish their
I.R.S. identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and that membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless it is a
joint filing pursuant to Rule 13d1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization-Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.-Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person-Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page. Filing persons may, in order to
avoid unnecessary duplication, answer items on the schedules (Schedule
13D, 13G or 14D1) by appropriate cross references to an item or items
on the cover page(s). This approach may only be used where the cover
page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities Exchange Act or
otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the
forms prescribed in the Commission's regulations and meet existing
Securities Exchange Act rules as to such matters as clarity and size
(Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by this
schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of
certain equity securities. This statement will be made a matter of
public record. Therefore, any information given will be available for
inspection by any member of the public. Because of the public nature of
the information, the Commission can use it for a variety of purposes,
including referral to other governmental authorities or securities
self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or
other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal
action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later than
February 14 following the calendar year covered by the statement or
within the time specified in Rules 13d-1(b)(2) and 13d2(c). Statements
filed pursuant to Rule 13d-1(c) shall be filed within the time
specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed
pursuant to Rule 13d-1(d) shall be filed not later than February 14
following the calendar year covered by the statement pursuant to Rules
13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year
as that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items shall
be so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1.
(a) Name of Issuer: BERRY PETROLEUM COMPANY
(b) Address of Issuer's Principal Executive Offices:
5201 Truxtun Avenue
Suite 300
Bakersfield, CA 93309
Item 2.
(a) Name of Person Filing:
Kennedy Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence:
10829 Olive Blvd.
St. Louis, MO 63141
(c) Citizenship:
Missouri Corporation
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
085789105
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ X ] An investment adviser in accordance with 240.13d-1
(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 5 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
403,550 hares
(b) Percent of class:
1.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
387,555 shares
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of 403,550 shares.
(iv) Shared power to dispose or to direct the
disposition of: None
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see 240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ x ].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an
exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
2/14/2005
Date
/s/ Gary D. Campbell
Signature
Gary D. Campbell, CFA
President & Chief Investment Officer
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)