UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

     					SCHEDULE 13G


                  (Under the Securities Exchange Act of 1934
                       (Amendment No.      15     )*

                           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

          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                     1,591,748

 BENEFICIALLY       6.      SHARED VOTING POWER

   OWNED BY                    Not Applicable

     EACH           7.      SOLE DISPOSITIVE POWER

   REPORTING                   1,591,748

  PERSON WITH       8.      SHARED DISPOSITIVE POWER

                               Not Applicable

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,591,748

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-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:

                  1,591,748 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         1,591,748
         ( ii) Shared power to vote or direct the vote               -
         (iii) Sole power to dispose or direct the
                 disposition of                              1,591,748
         ( 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.


         January 27, 2003
             Date




							/s/ Kenneth A. Olson
                                          Kenneth A. Olson
                                          Attorney-in-Fact for
                                          William F. Berry




                                  Page 4 of 4 pages