UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
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)
SEPTEMBER 24, 1998
_______________________
(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. 20
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 1,371,900
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,371,900
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.277%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 20
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 1,923,821
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,923,821
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,923,821
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.009%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 20
INTRODUCTION
The acquisition of 7,137,976 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. 19 ("Amendment No. 19"),
which was filed with the Securities and Exchange Commission on
October 9, 1997. Since the filing of Amendment No. 19, there
have been purchases of Shares of Senior Preferred Stock by two of
the Reporting Persons (Aries Hill Corp. and The Cameron Baird
Foundation). The number of Shares now held by the Reporting
Persons is 7,324,076 Shares.
The Cover Pages for Aries Hill Corp. and The Cameron
Baird Foundation are hereby amended to read as shown in this
Amendment No. 20. Items 3 and 5 are hereby amended as shown in
this Amendment No. 20. 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.
Item 3 is hereby amended to add the following:
The amounts of funds paid for the Shares by Aries Hill
Corp. and The Cameron Baird Foundation were $71,875 and $18,050
respectively (which includes only the amounts of funds paid since
the filing of Amendment No. 19). The foregoing amounts do not
include stock brokerage commissions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership, in
the manner hereinafter described, of 7,324,076 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. 1,371,900 9.277%
Bridget B. Baird,
Successor Trustee 1,400,200 9.468%
Jane D. Baird 1,205,100 8.149%
Anne S. Baird 190,000 1.285%
Brent D. Baird 184,955 1.251%
Brian D. Baird 205,500 1.390%
Bridget deM. Baird 95,000 0.642%
Cameron D. Baird 156,300 1.057%
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 1,923,821 13.009%
Belmont Contracting Co., Inc. 50,000 0.338%
Citizens Growth Properties 166,300 1.124%
_______ ______
TOTAL 7,324,076 49.526%
</TABLE>
NOTE: The foregoing percentages assume that the number of
Shares of the Senior Preferred Stock of the Issuer
outstanding is 14,788,328 Shares.
NOTE: The foregoing number of Shares and percentages for Anne
S. Baird, Brent D. Baird, Bridget DeM. Baird and
Cameron D. Baird have been modified to reflect intra-
family gifts made since the filing of Amendment No. 19.
Anne S. Baird and Brent D. Baird are the parents of
Bridget DeM. Baird and Cameron D. Baird.
(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 purchase of the Shares was 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. 8/21/98 2,000 1/2 Fahnestock & Co
8/24/95 3,400 1/2 Fahnestock & Co
8/25/98 5,000 1/2 Fahnestock & Co
8/26/98 5,000 1/2 Fahnestock & Co
8/27/98 9,000 1/2 Fahnestock & Co
8/28/98 7,500 1/2 Fahnestock & Co
8/31/98 6,900 1/2 Fahnestock & Co
9/1/98 5,000 1/2 Fahnestock & Co
9/2/98 10,000 1/2 Fahnestock & Co
9/4/98 11,000 1/2 Fahnestock & Co
9/9/98 10,000 1/2 Fahnestock & Co
9/15/98 900 1/2 Fahnestock & Co
9/23/98 10,000 7/16 Fahnestock & Co
9/24/98 5,000 7/16 Fahnestock & Co
9/29/98 15,000 7/16 Fahnestock & Co
9/30/98 10,000 7/16 Fahnestock & Co
10/1/98 10,000 7/16 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: October 8, 1998.
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
THE CAMERON BAIRD FOUNDATION
By: s/ Brian D. Baird
Brian D. Baird, Trustee
