UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
JUNE 6, 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. 18
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 1,221,900
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,221,900
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.263%
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)
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 1,205,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,205,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.149%
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 1,715,821
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,715,821
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,715,821
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.602%
14. TYPE OF REPORTING PERSON*
00
*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 166,300
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
166,300
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.124%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 18
INTRODUCTION
The acquisition of 6,425,776 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. 17 ("Amendment No. 17"),
which was filed with the Securities and Exchange Commission on
February 27, 1997. Since the filing of Amendment No. 17, there
have been purchases of Shares of Senior Preferred Stock by four
of the Reporting Persons. The number of Shares now held by the
Reporting Persons is 6,966,076 Shares.
The Cover Pages for the Reporting Persons who purchased
additional Shares are hereby amended to read as shown in this
Amendment No. 18. Items 3 and 5 are hereby amended as shown in
this Amendment No. 18. 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 $2,081,024. 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 6,966,076 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. 1,221,900 8.263%
Bridget B. Baird,
Successor Trustee 1,400,200 9.468%
Jane D. Baird 1,205,100 8.149%
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 1,715,821 11.602%
Belmont Contracting Co., Inc. 50,000 0.338%
Citizens Growth Properties 166,300 1.124%
_______ ______
TOTAL 6,966,076 47.105%
</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 Proxy Statement as of
April 21, 1997).
(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 The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
Aries Hill Corp. 6/6/97 50,000 1/2 Fahnestock & Co
6/9/97 190,000 1/2 Fahnestock & Co
6/10/97 10,000 1/2 Fahnestock & Co
Jane D. Baird 4/24/97 4,000 1/2 Fahnestock & Co
4/28/97 7,300 1/2 Fahnestock & Co
5/9/97 1,400 1/2 Fahnestock & Co
5/20/97 400 1/2 Fahnestock & Co
6/6/97 78,600 1/2 Fahnestock & Co
Citizens Growth 6/9/97 100,000 1/2 Fahnestock & Co
Properties
The Cameron 6/10/97 92,000 1/2 Fahnestock & Co
Baird Foundation
</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: June 12, 1997.
ARIES HILL CORPORATION
By: s/ Brian D. Baird
Brian D. Baird, Secretary
CITIZENS GROWTH PROPERTIES
By: s/ Brian D. Baird
Brian D. Baird, Secretary
THE CAMERON BAIRD FOUNDATION
By: s/ Brian D. Baird
Brian D. Baird, Trustee
JANE D. BAIRD
By: s/ Brian D. Baird
Brian D. Baird, as Attorney-in-fact*
* Power of attorney has been previously filed with the
Securities and Exchange Commission.
