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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
...........................BERRY PETROLEUM COMPANY..............................
(Name of Issuer)
...................................COMMON.......................................
(Title of Class of Securities)
..................................085789105.....................................
(CUSIP Number)
..............................December 31, 1998.................................
(Date of Event Which Requires Filing of this Statement)
................................................................................
*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)
UnionBanCal Corporation 94-1234979....................................
________________________________________________________________________________
(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....STATE OF CALIFORNIA.................
________________________________________________________________________________
Number of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power......................................................
___________________________________________________________________________
(6) Shared Voting Power....................................................
___________________________________________________________________________
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(7) Sole Dispositive Power.................................................
___________________________________________________________________________
(8) Shared Dispositive Power......1,868,347................................
___________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person...............
________________________________________________________________________________
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
________________________________________________________________________________
(11) Percent of Class Represented by Amount in Row 9 ..8.85%....................
________________________________________________________________________________
(12) Type of Reporting Person (See Instructions)...........HC...................
________________________________________________________________________________
(14) 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)
________________________________________________________________________________
Instructions for Cover Page(1)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 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
person but does not affirm the existence of a group, please check row 2(b)
[unless it is a joint filing pursuant to Rule 13d-1(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), (11)Aggregated 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 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 Advisor IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
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.
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Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G, or 14D-1) 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 utilize 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 statues 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 13d-2(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) 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.
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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.......................................
Item 1(b)
Address of Issuer's Principal Executive Offices:...P.O. BOX 287000 HOVEY HILLS,
TAFT, CA 93268.................................................................
Item 2(a)
Name of Person Filing:...UnionBanCal Corporation................................
Item 2(b)
Address or Principal Business Office or, if none, Residence:......350 CALIFORNIA
STREET, SAN FRANCISCO, CA 94104.................................................
Item 2(c)
Citizenship:....STATE OF CALIFORNIA.............................................
Item 2(d)
Title of Class of Securities:......COMMON.......................................
Item 2(e)
CUSIP No.:...085789105..........................................................
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
a. [ ] Broker or Dealer registered under Section 15 of the Act.
b. [ ] Bank as defined in Section 3(a)(6) of the Act.
c. [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
d. [ ] Investment company registered under Section 8 of the Investment Company
Act of 1940.
e. [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
f. [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
g. [X] A parent holding company or control person in accordance with
Rule 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;
j. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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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:
1,868,347...............................................................
b. Percent of class
8.85%...................................................................
c. Number of shares as to which such person has:
i. Sole power to vote or to direct the vote 0.......................
ii. Shared power to vote or to direct the vote 0.....................
iii. Sole power to dispose or to direct the disposition of 0..........
iv. Shared power to dispose or to direct the disposition of
1,868,347........................................................
Instruction.-For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5
Ownership of 5 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 5 percent of the class of securities, check
the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6
Ownership of More than 5 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 5 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 or Control Person.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(b)(1)(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 or control person 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
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If a group has filed this schedule pursuant to Rule 13d-1(b)(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 Rule 13d-1(c) or Rule 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
Certifications
a. The following certification shall be included if the statement is filed
pursuant to Rule 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 Rule 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.
Dated.........FEBRUARY 6, 1999..................................................
Signature /s/ Karen L. Norton
.......................................................................
Name/Title..KAREN L. NORTON, VICE PRESIDENT.....................................
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 Rule 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).
