SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Berkshire Hathaway Inc.

(Name of Issuer)

Class B common stock, $0.0033 Par Value

(Title of Class of Securities)

084670702

(CUSIP Number)

Laurie Smiley, Esq.

Arian Colachis, Esq.

2365 Carillon Point

Kirkland, WA  98033

(425) 889-7900

(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)

March 16, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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.   084670702
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bill & Melinda Gates Foundation Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6.	Citizenship or Place of Organization State of Washington
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 86,184,373
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 86,184,373
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,184,373
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 8.1%
	14.	Type of Reporting Person (See Instructions) OO

CUSIP No.   084670702
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William H. Gates III
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,525,000(1)
			8.	Shared Voting Power 86,184,373(2)
			9.	Sole Dispositive Power 6,525,000(1)
			10.	Shared Dispositive Power 86,184,373(2)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 92,709,373(1) (2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 8.7%
	14.	Type of Reporting Person (See Instructions) IN

(1)William H. Gates III beneficially owns 300 shares of Berkshire Hathaway Inc. (the “Issuer”) Class A common stock (“Class A Shares”) directly and an additional 4,050 Class A Shares through Cascade Investment, L.L.C. (“Cascade”), a limited liability company solely owned by Mr. Gates.  Each Class A Share is convertible, at the option of the holder, into 1,500 shares of the Issuer’s Class B common stock (“Class B Shares”).  The number of Class B Shares shown above assumes the conversion of the 300 Class A Shares held directly by Mr. Gates into 450,000 Class B Shares and the conversion of the 4,050 Class A Shares held by Cascade into 6,075,000 Class B Shares.

(2)Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 86,184,373 Class B Shares of the Issuer.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B Shares beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

CUSIP No.   084670702
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Melinda French Gates
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 86,184,373(1)
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 86,184,373(1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,184,373(1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 8.1%
	14.	Type of Reporting Person (See Instructions) IN

(1)Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 86,184,373 of Berkshire Hathaway, Inc. Class B common stock (“Class B Shares”).   For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B Shares beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

EXPLANATORY STATEMENT

This Amendment No. 10 to Schedule 13D (“Amendment No. 10”) relates to the Class B common stock, $0.0033 Par Value (“Class B Shares”) of Berkshire Hathaway Inc. (the “Issuer”).  Amendment No. 10 is being filed jointly by Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (collectively, the “Reporting Persons”) to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on August 24, 2006, as amended on July 17, 2007, March 20, 2008, July 3, 2008, March 6, 2009, July 2, 2009, March 2, 2010, March 19, 2010, July 2, 2010 and November 12, 2010.  Neither this filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and the Reporting Persons expressly disclaim membership in a group.

Item 4.Purpose of Transaction

On March 16, 2011, the Reporting Persons entered into a Rule 10b5-1(c) sales plan with respect to the Trust’s holdings in the Issuer.  The sales plan will take effect upon expiration of the current Rule 10b5-1(c) sales plan.  The current sales plan has been in existence since 2008 and expires March 31, 2011.   The sales plan facilitates the Trust’s compliance with federal excise tax rules limiting excess business holdings by private foundations.

Pursuant to the sales plan, the Trust will sell 63,750,000 Class B Shares of the Issuer over a three year period, commencing April 1, 2011 and ending March 31, 2014.  The Trust may terminate the sales plan at any time.  Sales under the plan will be disclosed as required by applicable law in public filings with the Securities and Exchange Commission, including any required amendments to this Schedule 13D. The form of the sales plan is set forth in Exhibit 99.1 to this Amendment No. 10.

Item 5.Interest in Securities of the Issuer

(a)  See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Class B Shares beneficially owned by each of the Reporting Persons.

(b)  See items 7 through 10 of the cover pages to this Schedule 13D for the number of Class B Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

(c)  During the past sixty days, the Trust sold 2,477,814 Class B Shares, as set forth in Exhibit 99.2 hereto, pursuant to the Trust’s current Rule 10b5-1(c) sales plan.

(d)  None.

(e)  Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as previously reported and as set forth in Item 4 above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to be Filed as Exhibits
Exhibit 99.1	Form of Rule 10b5-1(c) sales plan (the Exhibit thereto to be furnished to the Securities and Exchange Commission upon request)
Exhibit 99.2	Transactions during the past sixty days

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:  March 18, 2011	BILL & MELINDA GATES FOUNDATION TRUST(1)
	By:	*
		Name:		Alan Heuberger (2)
		Title:		Attorney-in-fact for each of the Co- Trustees, William H. Gates III and Melinda French Gates
	WILLIAM H. GATES III(1)
	By:	*
		Name:		Alan Heuberger(2)(3)
		Title:		Attorney-in-fact
	MELINDA FRENCH GATES(1)
	By:	*
		Name:		Alan Heuberger (2)
		Title:		Attorney-in-fact
	*By:		/s/Alan Heuberger
			Alan Heuberger

(1)This Amendment No. 10 is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated August 24, 2006 and included with the signature page to the Reporting Persons’ Schedule 13D with respect to the Issuer filed on August 24, 2006, SEC File No. 005-55113, and incorporated by reference herein.

(2)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to the Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431 and incorporated by reference herein.

(3)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to the Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

EX-99.1

Exhibit 99.1

Form of Rule 10b5-1(c) Sales Plan for Bill & Melinda Gates Foundation Trust

Bill & Melinda Gates Foundation Trust (the “Trust”) and William H. Gates III and Melinda French Gates, its Co-Trustees (the “Trustees”), in order to comply with the private foundation excise tax rules limiting excess business holdings, hereby establish this Sales Plan (the “Plan”) to meet the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Act”).  The Plan shall be interpreted to comply with the requirements of Rule 10b5-l(c) of the Act.

The Trust hereby instructs the Broker to execute the following transactions:

I.During each calendar quarter the Broker will sell at the then prevailing market price, or such other price as may be determined in a third-party, arm’s length transaction, Berkshire Hathaway Inc. (“Berkshire”) Class B shares owned by the Trust according to the schedule set forth in Exhibit A.

With respect to each sale under the Plan, the Broker agrees to seek to obtain best execution and most advantageous terms available given the facts and circumstances and the prevailing market conditions.  Sales may be made on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.  Insofar as the Broker deems practicable, sales per trading week will be roughly in identical amounts.  If Berkshire effects a stock split, stock dividend payable in shares, combination of shares, recapitalization or reclassification prior to the expiration or termination of the Plan, appropriate adjustment shall be made to the number of shares to be sold pursuant to the Plan.

II.The Plan shall end on the date that is the earliest of:

·March 31, 2014;

·completion of all sales under the Plan;

·the public announcement by Berkshire of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the shares of Berkshire into shares of a company other than Berkshire;

·the date of any bankruptcy or insolvency of the Broker.

The Trust shall immediately notify the Broker of any of the first three termination events and the Broker shall immediately notify the Trust of the last termination event.  The Broker shall not be obligated to terminate sales until so notified.  Notwithstanding the foregoing provisions of this Paragraph II, the Trust may terminate the Plan at any time upon written notice as provided in Paragraph IV and the Broker may terminate the Plan by giving the Trust 90 days prior written notice of termination.

III.The Broker may suspend sales for, and may take into account for the timing of sales, any of the following reasons:

·market disruption;

·insufficient demand for the shares; or

·legal, regulatory or contractual restrictions.

The Broker will resume sales under the Plan after the condition causing the suspension of sales has been resolved to the satisfaction of the Broker.  Shares not sold in any given quarter shall be rolled to the next quarter until all shares to be sold under the Plan have been sold or the Plan otherwise terminates or expires.

IV.The Plan may not be modified or amended, but the Trust may terminate the Plan at any time upon written notice to the Broker.

V.Any person executing transactions under the Plan may not deviate from the Plan instructions; and no transaction under the Plan may be made by a person who, at the time of the scheduled transaction, is aware of any material nonpublic information concerning Berkshire or any securities of Berkshire.

VI.Each of the Trustees hereby represents, warrants, and covenants as to itself and as to the Trust:

(1)As of the date the Plan is enacted, neither such Trustee nor the Trust is aware of any material nonpublic information concerning Berkshire or any securities of Berkshire.

(2)Such Trustee and the Trust are entering into the Plan in good faith and not as part of a plan or scheme to evade federal or state securities laws.

(3)While the Plan is in effect, neither such Trustee nor the Trust will enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan.

(4)Neither such Trustee nor the Trust will alter or deviate from the terms of the Plan.

(5)Neither such Trustee nor the Trust will, directly or indirectly, communicate any nonpublic information concerning Berkshire or any securities of Berkshire, to any broker, dealer, financial advisor, or any other third party who is involved, directly or indirectly, in executing the Plan at any time while the Plan is in effect.

(6)The Trust will timely make all filings, if any, required under Section 13(D) of the Act.

(7)Neither such Trustee nor the Trust has, and shall not attempt to exercise, any influence over how, when or whether to execute the securities transactions in the Plan, except that the Trust may terminate the Plan at any time pursuant to Paragraph IV.

VII.The Plan is intended to be a legally binding agreement and is to be governed by and construed in accordance with the internal laws of the State of Washington.

VIII.Any dispute or controversy between the Trust, and/or its Trustees, on the one hand, and the Broker, on the other hand, arising out of or relating to or in connection with the Plan or any transaction relating to the Plan shall be settled by final and binding arbitration to be held in Seattle, Washington in accordance with the rules of the American Arbitration Association (the “AAA”) then in effect.  There shall be a single arbitrator, who shall be selected by mutual agreement of the parties, or if the parties are unable to agree, by the AAA.  The decision of the arbitrator shall be final, conclusive and binding on the parties and not subject to appeal.  Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.  The Trust and the Broker shall each pay one half of the costs and expense of any arbitration and each will separately pay their own counsel fees and expenses.

BILL & MELINDA GATES FOUNDATION TRUST

William H. Gates III, Co-Trustee

Melinda French Gates, Co-Trustee

Date:

Acknowledged and agreed:

BROKER

By:

Title:

Date:

EX-99.2

Exhibit 99.2

The table below specifies the date, quantity, weighted-average price and range of price per share of Class B common stock of Berkshire Hathaway Inc. sold by Bill & Melinda Gates Foundation Trust (the “Trust”) during the past sixty days.  The Trust undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price.  All of the transactions were affected on the New York Stock Exchange or through Electronic Communication Networks.

Trade Date	Quantity	Weighted Avg PPS $1 trading range	Low	High
1/18/2011	64,240	81.8732	81.68	82.06
1/19/2011	63,683	80.9955	80.53	81.52
1/19/2011	3,200	81.7550	81.73	81.80
1/20/2011	60,217	80.8968	80.61	81.37
1/21/2011	66,123	80.5385	80.44	81.04
1/24/2011	30,500	81.8798	81.36	82.33
1/24/2011	48,100	82.9095	82.38	83.35
1/25/2011	55,800	82.8956	82.43	83.27
1/26/2011	40,000	83.2146	83.07	83.35
1/27/2011	42,990	83.0381	82.87	83.22
1/28/2011	19,500	81.6836	81.56	82.19
1/28/2011	18,600	83.2034	83.09	83.30
1/31/2011	43,600	81.9128	81.60	82.26
2/1/2011	37,000	82.6973	82.19	83.18
2/1/2011	31,000	83.3245	83.19	83.48
2/2/2011	37,600	82.7372	82.45	83.43
2/2/2011	13,126	83.6277	83.45	83.83
2/3/2011	66,551	82.8791	82.31	83.30
2/3/2011	1,400	83.3479	83.33	83.38
2/4/2011	64,400	82.9995	82.55	83.17
2/7/2011	75,500	83.8038	83.42	84.10
2/8/2011	58,517	84.2933	83.93	84.63
2/9/2011	65,000	83.7272	83.37	84.05
2/10/2011	65,000	84.2746	83.70	84.48
2/11/2011	62,450	84.3955	83.85	84.85
2/11/2011	2,550	84.8645	84.85	84.89
2/14/2011	65,000	85.1948	84.95	85.41
2/15/2011	65,000	84.7794	84.54	85.40
2/16/2011	65,000	84.8708	84.625	85.30
2/17/2011	65,000	84.9864	84.70	85.265
2/18/2011	65,000	84.9447	84.72	85.15
2/22/2011	36,000	83.5124	83.06	84.05
2/22/2011	14,000	84.3279	84.06	84.59
2/23/2011	52,000	82.8293	82.30	83.29
2/23/2011	12,200	83.4270	83.30	83.57
2/24/2011	61,200	83.2467	82.61	83.58
2/24/2011	3,800	83.7529	83.62	83.81
2/25/2011	17,500	83.8217	83.45	84.44
2/25/2011	72,919	84.8694	84.45	85.25
2/28/2011	46,966	86.5436	85.90	86.89
2/28/2011	40,800	87.1463	86.90	87.65
3/1/2011	22,702	85.4706	85.24	86.22
3/1/2011	12,827	86.9307	86.26	87.14
3/1/2011	900	87.5322	87.51	87.55

Trade Date	Quantity	Weighted Avg PPS $1 trading range	Low	High
3/2/2011	46,449	85.2350	84.72	85.71
3/2/2011	1,225	85.7396	85.73	85.76
3/3/2011	65,900	86.2061	85.71	86.70
3/3/2011	7,400	86.8114	86.72	86.91
3/4/2011	42,650	85.3825	85.02	85.65
3/4/2011	3,600	86.3839	86.02	86.62
3/7/2011	26,000	85.4522	85.03	86.00
3/7/2011	12,300	86.1488	86.04	86.25
3/8/2011	84,625	86.0375	85.42	86.41
3/8/2011	1,600	86.4450	86.42	86.45
3/9/2011	43,037	86.0082	85.68	86.20
3/10/2011	30,100	85.3367	85.10	85.50
3/11/2011	40,000	84.5853	84.18	85.12
3/11/2011	13,500	85.3037	85.22	85.50
3/14/2011	53,667	84.2249	83.85	84.75
3/15/2011	40,700	82.5584	82.06	83.04
3/15/2011	6,000	83.1383	83.06	83.26
3/16/2011	21,600	81.1738	80.94	81.93
3/16/2011	20,000	82.1528	81.94	82.51
3/17/2011	58,000	82.6014	81.91	82.90
3/17/2011	4,000	82.9538	82.91	83.02