UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549


                                SCHEDULE 13G


                  (Under the Securities Exchange Act of 1934
                            (Amendment No. 19)*

                           Berry Petroleum Company
                               (Name of Issuer)

                              Class A Common Stock
                          (Title of Class of Securities)

                                    085789105
                                 (CUSIP Number)

                          DECEMBER 31, 2006

         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 2,983,648 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Not Applicable EACH 7. SOLE DISPOSITIVE POWER REPORTING 2,983,648 PERSON WITH 8. SHARED DISPOSITIVE POWER Not Applicable 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,983,648 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 6.8 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: 5201 Truxtun Avenue, Suite 300 Bakersfield, CA 93309 Item 2(a). Name of Person Filing: William F. Berry Item 2(b). Address of Principal Business Office or, if none, residence: 5201 Truxtun Avenue, Suite 300 Bakersfield, CA 93309 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: 2,983,648 shares (b) Percent of Class: 6.8% Page 3 of 4 pages

(c) Number of shares as to which such person has: ( i) Sole power to vote or direct the vote 2,983,648 ( ii) Shared power to vote or direct the vote - (iii) Sole power to dispose or direct the disposition of 2,983,648 ( 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 2, 2007 Date /s/ Kenneth A. Olson Attorney-in-Fact for William F. Berry Page 4 of 4 pages