John Connally looks magnificent with his silver hair and tuxedo, but you should get a look at Jomar 39/8. He's more than magnificent, he's unreal. But then everything here in the Shamrock Hilton Hotel is a little unreal tonight.

This is the sixth annual Western Heritage Sale, a black-tie, by-invitation-only event, and the 1,200 guests who paid $100 for the privilege of being here will spend over the next few hours about $3 million on western art, Santa Gertrudis cattle and American quarter horses. That's in addition to the 125 pieces of western art -- or "fine art of the American West," as they like to call it here -- that went for $1 million on Friday night. It's only money, folks.

Right now Jomar 39/8 is slumped on some straw in temporary quarters in the hotel, while elegantly dressed men and women, drinks in hand and dollar signs in mind, walk by admiringly. Jomar 39/8 is a Santa Gertrudis bull and his owners are getting him ready for the big show. They've sanded his horns and washed him and combed out his tail and soon will apply Purple Oil to his body and shellac to his horns to make him glow in the hot lights. "He'll shine like a new penny," says Stefan Marchman, 17. Before the night is over, this shiny penny of a bull will set a world record by bringing $125,000 at auction.

Bill Clements, the governor of Texas, is here. He's got his eye on a few paintings and also has a horse to sell. Helen K. Groves is here. She's a stockholder in the famour King Ranch and the owner of Silverbrook Farms in Middlebrook, Va. Last year, she dropped $245,000 at the show. Actress Shelley Duvall is here too, a Texan by birth and a cattlewoman in her own right. "I've got a new Santa Gertrudis bull," she says with a twinkle, "I named him Sweet Pea."

Just across from Duvall are Clark Hulings and Jim and Halle Fowler, who run a western art gallery in Scottsdale, Ariz. Everyone's watching this trio tonight because last year the Fowlers bid $170,000 for Hulings' "The Pink Parasol," which set a record for a piece of contemporary western art and stunned even the high rollers in this crowd. Hulings has another painting up for auction tonight and the Fowlers want it -- at any price. "I'm a little nervous about being seen with you," Hulings says.

The Fowlers own 28 of Hulings' paintings, and Halle Fowler is devoted to the artist, if not to all fine art of the American West. "He could hang in the Louvre," she says of Hulings, but this is not the Louvre and she has to hold her nose a little because of the fragance of the cattle resting near the art. "It's so strange," she says. "We come all dresse up to the teeth and they bring in the horses and the cattle."

On the small stage, the Light Crust Doughboys are entertaining the crowd with the refrain of tubling tumbleweeds, while over at the side, a woman in evening gown wipes the dirty nose of a quarter horse named Jabalina Solano, which is one of the more sedate names in this makeshift stable. Just down the way is Ima Dallas Cowgirl and a little bit farther is Dova Think Im Sexy. The way these people are lingering over these animals, the only apparent answer is yes. In a few hours, one of these horses, Puro Quixote, will sell for $130,000, topping the previous sale record of $86,000.

That's what this is all about -- money and records. It was started in 1976 by attorney and rancher Connally and his friend Joe Marchman, a land developer and rancher out of Plano, Tex., as a way to promote the Santa Gertrudis breed, a uniquely American strain of cattle developed on the King Ranch in South Texas. Marchman, a leading Santa Gertrudis breeder, had the idea of selling these cattle at a black-tie dinner in a fancy hotel, and to add a little pizazz, he and Connally decided to throw in some western art. The second year, Connally and Marchman pulled in Houston businessman and rancher Louis Pearce and added American quarter horses to the auction. The three sponsors take no profit from the sale, but some of the proceeds are used to promote the event, the livestock and the art.

There is nothing like it anywhere in the world, a celebration of Americana, the American West and the money that made it great.

"It could only happen," says Marchman as he rolls an enormous cigar around in his hand, "in Houston, Texas."

The first sale, in the year of the Bicentennial was held in Dallas, but after a night of lugging cattle and horses up and down a hotel elevator, the sponsors decided to come to Houston. They settled on the Shamrock Hotel, built by a fabulously rich wildcatter and called the most lavish hotel in the world when it opened in 1949. The horses and cattle are kept in a huge tent on the lawn of the hotel until Saturday afternoon, when their handlers walk them through the parking lot into the hotel for the evening viewing and cocktail party. After 90 minutes of mingling, the guests move into the exhibition hall for a dinner of steak and lobster, a considerable amount of whiskey and wine and the four-hour auction. "These people are so damn rich, you give 'em enough whiskey, they'll bid on anything," says one of the guests in the far reaches of the room who has had enough whiskey but not enough money to join the action.

The night before the auction, the artists and guests mingle for a gigantic cocktail party and art sale. No bidding here, everything is prix fixe. Would-be buyers drop their names in boxes next to the paintings and hope their name is drawn as the lucky buyer of, say, a Melvin Warren for $50,000 or a John Stobart for $45,000.

At the Friday sale, Connally is flamboyant in a plaid sport coat and exuberant about his show. "It's been incredible," he says. "The first year, the top art went for about $10,000. that was big money that year. Then it just exploded. Last year, we had the highest average sale price for any art show of its kind, the highest average sale for any breed of cattle and the highest average price of any quarter horse sale. We had to turn away about 600 people this year. We actually had to send back about 500 checks."

But Friday's cocktail party and sale is just a prelude for the auction on Saturday night, and as auctioneer Gerald Bowie mounts his chair high above the viewing ring, and Connally and Marchman flank him at a long table, the dinner guests can feel the tension build. "We're going to start this sale with a piece of art that will blow your mind," Bowie says, and instantly the huge hall is alive with the screams of the ring men posted around the room to follow the bidding and relay it to Bowie. The first painting goes for $70,000 and everyone knows it's going to be a hot night.

For the next four hours, Bowie's staccato voice engulfs the room as he moves from painting to Santa Gertrudis to quarter horse and through the cycle 25 times, cajoling and pleading with the crowd to pay top dollar. "Are you looking at my cow? Are you looking at my cow? Come to the sale!"

As the bidding for Jomar 39/8 reaches its crescendo, Bowie tries to coax another $5,000 out of Helen Groves. "Miss Helen, look me in the eye and tell me no." She shakes her head back and forth. "Miss Helen, you're not looking me in the eye. I won't let him out of the ring until you look me in the eye and tell me no." With a smile, she turns slightly and looks up at Bowie and shakes her head again." Sold for $125,000, $60,000 more than the top Santa Gertrudis last year.

A little before 9 p.m. Bowie announces Lot 59, "Kaleidoscope," by Clark Hulings, and the moment this crowd has been waiting for is here. At table 44, Jim Fowler raises his glass in silent toast to the painting, and almost before he drops his arm, the price is up over $200,000. Fowler's daughter Corinne is doing the family's bidding, and when it hits $300,000 she nods as if to say "no," but quickly her arm comes up in the affirmative. Halle Fowler, looking nervous either because she fears they will lose the painting or knows they won't, huddles between her husband and daughter for the last bid, an incredible $310,000. A woman with ABC's "20/20" looks back to correspondent Tom jarriel in triumph. They were covering and they got what they wanted, as did the Fowlers -- and everyone else in the room. Another record falls. This crowd appreciates that more than anything else.