UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
CRYSTAL OIL COMPANY
_________________________________________________________________
(Name of Issuer)
$.06 Senior Convertible Voting Preferred Stock
_________________________________________________________________
(Title of Class of Securities
229385307
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 18, 1997
_______________________
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the
statement. __. (A fee is not required only if the reporting
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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
Amendment No. 17
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 971,900
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
971,900
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
971,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.572%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bridget B. Baird, as Successor Trustee under an Agreement
with Cameron Baird dated 12/23/38
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 1,400,200
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,400,200
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.468%
14. TYPE OF REPORTING PERSON*
00, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 1,106,800
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,106,800
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,106,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.484%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Anne S. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 210,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
210,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.420%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Brent D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 194,955
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
194,955
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,955
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.318%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brian D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 205,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
205,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.390%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget deM. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 75,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
75,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.507%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Cameron D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 146,300
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
146,300
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.990%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brenda B. Senturia
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 100,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.676%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget B. Baird, individually
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 165,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
165,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.116%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bridget B. Baird, as Custodian for Alexis B. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 30,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
30,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.203%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget D. Baird, as Custodian for Cameron B. Blevins
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 30,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
30,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.203%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bruce C. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 50,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
50,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.338%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 1,623,821
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,623,821
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,623,821
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.980%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Belmont Contracting Co., Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 50,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
50,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.338%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 229385307
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Citizens Growth Properties
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 66,300
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
66,300
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.448%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 17
INTRODUCTION
The acquisition of 6,255,676 shares ("Shares") of $.06
Senior Convertible Voting Preferred Stock ("Senior Preferred
Stock") of Crystal Oil Company (the "Issuer") was previously
reported in Schedule 13D Amendment No. 16 ("Amendment No. 16"),
which was filed with the Securities and Exchange Commission on
March 18, 1996. Since the filing of Amendment No. 16, there have
been purchases, gifts, and other transfers of Shares, and updated
information is hereinafter provided. The number of Shares now
held by the Reporting Persons are 6,425,776 Shares.
The Cover Pages for the Reporting Persons are hereby
amended to read as shown in this Amendment No. 17. Items 3 and 5
are hereby amended as shown in this Amendment No. 17. All other
Items remain unchanged from the previous filing of this Schedule
13D, as amended.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares purchased by Aries Hill Corp., Belmont
Contracting Co., Inc., and Citizens Growth Properties were
purchased with its working capital. All other Shares were
purchased with the respective funds of the Reporting Persons.
All purchases of Shares by the Reporting Persons were made by
purchase at prevailing market prices on the Pacific Stock
Exchange. The total amount paid for the Shares by the Reporting
Persons to date is approximately $1,810,874. The foregoing
amount does not include stock brokerage commissions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons hereby report beneficial ownership, in
the manner hereinafter described, of 6,425,776 Shares.
Such Shares are held as follows:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security
<S> <C> <C>
Aries Hill Corp. 971,900 6.572%
Bridget B. Baird,
Successor Trustee 1,400,200 9.468%
Jane D. Baird 1,106,800 7.484%
Anne S. Baird 210,000 1.420%
Brent D. Baird 194,955 1.318%
Brian D. Baird 205,500 1.390%
Bridget deM. Baird 75,000 0.507%
Cameron D. Baird 146,300 0.990%
Brenda B. Senturia 100,000 0.676%
Bridget B. Baird, individually 165,000 1.116%
Bridget B. Baird, as Custodian
for Alexis B. Baird 30,000 0.203%
Bridget B. Baird, as
Custodian for
Cameron B. Blevins 30,000 0.203%
Bruce C. Baird 50,000 0.338%
The Cameron Baird Foundation 1,623,821 10.980%
Belmont Contracting Co., Inc. 50,000 0.338%
Citizens Growth Properties 66,300 0.448%
______ ______
TOTAL 6,425,776 43.451%
</TABLE>
NOTE: The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 14,788,328 Shares
(as reported in the Issuer's Form 10-Q as of
September 30, 1996).
(b) For each person named in paragraph (a), that person has sole
voting and sole dispositive power over the Shares enumerated in
paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In Number of not Transaction
The Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
Aries Hill 1/7/97 700 1/2 Fahnestock & Co
Corp. 1/10/97 2,000 1/2 Fahnestock & Co
1/15/97 900 1/2 Fahnestock & Co
1/28/97 100 1/2 Fahnestock & Co
2/6/97 1,800 1/2 Fahnestock & Co
2/18/97 13,100 1/2 Fahnestock & Co
Jane D. Baird 2/18/97 900 1/2 Fahnestock & Co
2/24/97 800 1/2 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED: February 25, 1997.
ARIES HILL CORPORATION THE CAMERON BAIRD FOUNDATION
By: s/ Brian D. Baird By: s/ Brian D. Baird
Brian D. Baird, Secretary Brian D. Baird, Trustee
CITIZENS GROWTH PROPERTIES BELMONT CONTRACTING CO., INC.
By: s/ Brian D. Baird By: s/ Brian D. Baird
Brian D. Baird, Secretary Brian D. Baird, Secretary
Bridget B. Baird, as Successor Trustee under an Agreement with
Cameron Baird dated 12/23/38; Jane D. Baird; Anne S. Baird; Brent
D. Baird; Bridget deM. Baird; Cameron D. Baird; Brenda B.
Senturia; Bridget B. Baird, individually and as custodian for
Alexis B. Baird and Cameron B. Blevins; and Bruce C. Baird.
By: s/ Brian D. Baird
Brian D. Baird, as Attorney-in-fact*
s/ Brian D. Baird
Brian D. Baird
* Powers of attorney have been previously filed with the
Securities and Exchange Commission.
