8-K

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



              DATE OF REPORT                                MAY 7, 1997
   (DATE OF EARLIEST EVENT REPORTED)

                             CRYSTAL OIL COMPANY
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                         COMMISSION FILE NUMBER 1-8715




       LOUISIANA                                         72-0163810
(STATE OR OTHER JURISDICTION                (I.R.S. EMPLOYER IDENTIFICATION NO.)
     OF INCORPORATION)


229 MILAM STREET, SHREVEPORT, LOUISIANA                     71101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (318) 222-7791


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ITEM 5.  OTHER EVENTS

       On May 7, 1997, a subsidiary of Crystal Oil Company (the "Company")
entered into an agreement with Sawyer Energy, Inc. ("Sawyer") to acquire from
Sawyer various proved producing and undeveloped reserves in the
Bethany-Longstreet and Holly Fields in DeSoto Parish, Louisiana (the
"Acquisition") for a total cash purchase price of $12 million.  The Acquisition
has an effective date of March 1, 1997, and the purchase price is subject to
adjustment for production and operating expenses from such date.  The Company
currently contemplates drilling approximately 20 wells in the fields over the
next three years to supplement the fields' 16 existing, producing wells.  The
Acquisition is subject to various conditions, including completion of title and 
environmental reviews.  The Company currently anticipates that the Acquisition
will close by of May 1997.

       The Company currently anticipates funding the Acquisition and the future
capital expenditures relating thereto through a combination of a forward sale
of production and the establishment of various hedge positions.  The Company
may, however, utilize a portion of its existing cash for the Acquisition.

       Jerry R. Sawyer, the President and a principal shareholder of Sawyer, is
the father-in-law of J. A. Ballew, Senior Vice President, Treasurer and Chief
Financial Officer of the Company.  The purchase price for the Acquisition was
determined based on negotiations following a bid procedure, reflects what the
Company believes to be a fair price to the Company and was determined on an
arms'-length basis.  The ownership interest in the properties being sold to the
Company by Sawyer is approximately 12% of the total interest being acquired.
In addition, it is anticipated that Mr. Sawyer will act as a consultant to the
Company for reasonable and standard compensation.  Sawyer will also provide
certain transitional services to the Company at customary rates.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

       (c)  Exhibits.

       2.1     Asset Purchase Agreement dated May 7, 1997, by and between
               Sawyer Energy, Inc. et al., as Seller, and Crystal Gas, L.L.C.,
               as Buyer (Incorporated by reference to Exhibit 2 to the
               Company's Quarterly Report on Form 10-Q for the period ended
               March 31, 1997.).

       99.1    Press Release of the Company dated May 8, 1997.





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                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                             CRYSTAL OIL COMPANY



Dated: May 20, 1997                          /s/    J. A. BALLEW
                                             --------------------------------
                                                    J. A. Ballew
                                             Senior Vice President, Treasurer
                                                and Chief Financial Officer












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                              CRYSTAL OIL COMPANY

                                 EXHIBIT INDEX

2.1      Asset Purchase Agreement dated May 7, 1997, by and between Sawyer
         Energy, Inc. et al., as Seller, and Crystal Gas, L.L.C., as Buyer
         (Incorporated by reference to Exhibit 2 to the Company's Quarterly
         Report on Form 10-Q for the period ended March 31, 1997.).

*99.1    Press Release of the Company dated May 8, 1997.

_______________________
*  Filed herewith.














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EX-99.1

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                                                                    EXHIBIT 99.1

                                        NEWS RELEASE

                                        FROM CRYSTAL OIL COMPANY
                                        PO BOX 21101 SHREVEPORT, LOUISIANA 71120
                                        TELEPHONE 318-222-7791

                                        CONTACT:  JEFF BALLEW


FOR IMMEDIATE RELEASE

         Crystal Oil Company (AMEX:COR) today announced that it has entered
into an agreement to acquire various proved producing and undeveloped reserves
in the Bethany-Longstreet and Holly Fields in DeSoto Parish, Louisiana for a
total cash purchase price of $12,000,000.  The properties, which are located in
North Louisiana had at March 1, 1997, estimated net proved reserves in excess
of 28 billion cubic feet of gas and 38,000 barrels of condensate.  Crystal
currently contemplates drilling approximately 20 wells in the fields over the
next three years, beginning later this year, to supplement the existing 16
producing wells.  Crystal does not currently contemplate any substantial
increase in the number of its employees and will consolidate the acquired
operations with its current exploration and production activities in Louisiana,
Mississippi and Texas.

         Crystal currently anticipates funding the acquisition and the future
capital expenditures relating to the acquisition through a combination of a
forward sale of production and the establishment of various hedge positions.
Crystal may, however, utilize a portion of its existing cash for the
acquisition.

         The acquisition of the properties, which has an effective date of
March 1, 1997, is subject to various conditions, including completion of title
and environmental reviews.  Crystal currently anticipates a closing of the
transaction by the end of May.

         This press release contains forward-looking statements within the
meaning of the Securities Litigation Reform Act of 1995 concerning the proposed
acquisition and the anticipated production therefrom and financing thereof.
Although Crystal currently anticipates the closing of the transaction and the
realization of the production from the properties to be acquired, there can be
no assurance that the transaction will close or that the anticipated production
from the field will be realized.  The benefits from the acquisition will also
be subject to changes in the prevailing prices of natural gas, the ability of
Crystal to protect the financing currently contemplated to be effected by it
and its ability to develop the properties to be acquired.

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May 8, 1997