UNITED STATES
                       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)



                      Class A Common Stock, $0.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    085789105
                  --------------------------------------------
                                 (CUSIP Number)





                                December 31, 2000
-------------------------------------------------------------------------------
             (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)



                                Page 1 of 6 pages


-----------------------
  CUSIP No. 085789105                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman Sachs Asset Management, a separate operating unit of
           Goldman, Sachs & Co.


------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 1,248,700

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               0
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  1,248,700

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               0

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           1,248,700

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           5.9%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           IA

------------------------------------------------------------------------------



                                Page 2 of 6 pages


Item 1(b).         Address of Issuer's Principal Executive Offices:
                   28700 Hovey Hills Road
                   P.O. Box 925
                   Taft, CA  93268

Item 2(b).         Goldman Sachs Asset Management
                   32 Old Slip
                   New York, NY  10005

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 10.           Certification.
                   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.


     --------------------------
     * In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538  (January 12, 1998),  this filing reflects the securities  beneficially
owned  by the  asset  management  unit  of  Goldman,  Sachs  & Co.  (the  "Asset
Management Unit"). This filing does not reflect securities, if any, beneficially
owned by any other operating unit of Goldman,  Sachs & Co. The Asset  Management
Unit disclaims beneficial ownership of the securities  beneficially owned by (i)
any client  accounts  with respect to which it or its  employees  have voting or
investment  discretion,  or both, and (ii) certain investment entities, of which
its affiliate is the general partner, managing general partner or other manager,
to the extent  interests  in such  entities  are held by persons  other than the
Asset Management Unit.



                                Page 3 of 6 pages



                                    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:  February 14, 2001


                                GOLDMAN, SACHS & CO. on behalf of
                                Goldman Sachs Asset Management


                                By:  /s/ Roger S. Begelman
                                     --------------------------------------
                                Name:    Roger S. Begelman
                                Title:   Attorney-in-fact



                                Page 4 of 6 pages




                                INDEX TO EXHIBITS




Exhibit No.             Exhibit
-----------             -------

 99.1                  Power of Attorney,  dated December 08, 2000,  relating to
                       Goldman, Sachs & Co.




                                Page 5 of 6 pages



                                                                  Exhibit (99.1)





                                 POWER OF ATTORNEY



     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company")  does hereby make,  constitute  and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and  deliver  in its  name and on its  behalf  whether  the  Company  is  acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 8th, 2000.


GOLDMAN, SACHS & CO.


By: s/ Gregory  K. Palm
----------------------------
Name:  Gregory K. Palm
Title: Managing Director






                                Page 6 of 6 pages