UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended                                     June 30, 2003
Commission file number                                                   0-19365

                            CROWN ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

               Utah                                     87-0368981
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

                 1710 West 2600 South, Woods Cross, Utah, 84087
               (Address of principal executive offices, zip code)

                                 (801) 296-0166
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   [X]      No   [ ].

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

Yes   [ ]       No  [X].

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         There were 26,482,388 shares of $0.02 par value common stock
outstanding as of June 30, 2003.

<PAGE>

                            CROWN ENERGY CORPORATION

                                      INDEX

                                                                         PAGE(S)

PART I.           Financial Information

         ITEM 1.  Financial Statements

                  Condensed Consolidated Balance Sheets at June 30, 2003
                    (unaudited) and December 31, 2002                        3

                  Condensed Consolidated Statement of Operations
                    for the Three Months ended June 30, 2003 and
                    2002 (unaudited) and the Six Months ended
                    June 30, 2003 and 2002 (unaudited)                       5

                  Condensed Consolidated Statement of Cash Flows
                    for the Six Months ended June 30, 2003 and 2002
                    (unaudited)                                              7

                  Notes to Unaudited Condensed Consolidated
                    Financial Statements                                     9


         ITEM 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                     13

         ITEM 3.  Quantitative and Qualitative Disclosures about
                    Market Risk                                             16

         ITEM 4.  Controls and Procedures                                   17


PART II. Other Information

         ITEM 1.  Legal Proceedings                                         18

         ITEM 2.  Changes in Securities and Use of Proceeds                 18

         ITEM 3.  Defaults upon Senior Securities                           18

         ITEM 4.  Submission of Matters to a Vote of Security Holders       18

         ITEM 5.  Other Information                                         18

         ITEM 6.  Exhibits and Report on Form 8-K                           19


Signatures                                                                  20

Certifications                                                              21

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                            CROWN ENERGY CORPORATION

                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     ASSETS




                                                                                 June 30, 2003        December 31,
                                                                                  [unaudited]              2002
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                   $     91,378         $  2,723,068
     Accounts receivable, net of allowance for uncollectible
        accounts of $291,683 and $175,927 respectively                              3,339,368              539,214
     Inventory                                                                      1,792,281              604,106
     Prepaid and other current assets                                                 105,408              143,977
                                                                                 ------------         ------------

          Total Current Assets                                                      5,328,435            4,010,365

PROPERTY PLANT, AND EQUIPMENT, Net                                                  8,940,319            8,949,032

OTHER INTANGIBLE ASSETS, Net                                                                -               25,000

OTHER ASSETS                                                                          206,627              290,399
                                                                                 ------------         ------------
TOTAL                                                                            $ 14,475,381         $ 13,274,796
                                                                                 ============         ============



                 The accompanying notes are an integral part of these consolidated financial statements.

<PAGE>
<CAPTION>
                                            CROWN ENERGY CORPORATION

                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                      LIABILITIES AND STOCKHOLDERS' DEFICIT




                                                                                 June 30, 2003        December 31,
                                                                                  [unaudited]              2002
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
CURRENT LIABILITIES
     Accounts payable                                                            $  4,070,353         $  2,349,242
     Preferred stock dividends payable                                              1,200,000            1,000,000
     Accrued expenses                                                                 256,522              192,878
     Accrued interest                                                                 272,819              224,508
     Long-term debt - current portion                                                 462,022              423,585
                                                                                 ------------         ------------

     Total current liabilities                                                      6,261,716            4,190,213

    Long-term debt                                                                  2,593,555            2,442,673
    Redeemable preferred stock                                                      5,000,000            5,000,000
                                                                                 ------------         ------------

    Total liabilities                                                              13,855,271           11,632,886

MINORITY INTEREST IN CONSOLIDATED
     JOINT VENTURES                                                                   520,995              507,575

STOCKHOLDERS EQUITY:
    Stockholders' equity/(deficit):
       Common Stock $0.02 par value 50,000,000 shares authorized 26,482,388
           shares outstanding for each period                                         529,647              529,647
       Additional paid in Capital                                                   3,719,417            3,919,417
       Stock warrants                                                                 186,256              186,256
       Accumulated deficit                                                         (4,336,205)          (3,500,985)
                                                                                 ------------         ------------
             Stockholders' equity                                                      99,115            1,134,335
                                                                                 ------------         ------------

TOTAL                                                                            $ 14,475,381         $ 13,274,796
                                                                                 ============         ============


                 The accompanying notes are an integral part of these consolidated financial statements.

                                                              4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            CROWN ENERGY CORPORATION

                                                   [Unaudited]

                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



                                                                                    For the Three Months Ended
                                                                                             June 30,
                                                                                 ---------------------------------
                                                                                     2003                 2002
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
SALES, Net of demerits                                                           $  6,241,935         $  6,184,136

COST OF SALES                                                                       5,942,807            5,685,865
                                                                                 ------------         ------------

GROSS PROFIT                                                                          299,128              498,271

GENERAL AND ADMINISTRATIVE EXPENSES                                                  (402,589)            (654,438)
Bad debt recovery on accounts previously allowed for                                  323,524              847,746
                                                                                 ------------         ------------

INCOME FROM OPERATIONS                                                                220,063              691,579
                                                                                 ------------         ------------

OTHER INCOME (EXPENSES):
   Interest income and other income                                                    44,045                1,379
   Interest expense                                                                   (66,778)            (694,408)
   Gain on Divestiture of Affiliate                                                         -            2,998,176
                                                                                 ------------         ------------

        Total other income (expense), net                                             (22,733)           2,305,147
                                                                                 ------------         ------------

INCOME BEFORE INCOME TAXES
   AND MINORITY INTERESTS                                                             197,330            2,996,726
                                                                                 ------------         ------------

DEFERRED INCOME TAX BENEFIT                                                                ---                 ---

MINORITY INTEREST IN EARNINGS OF
   CONSOLIDATED JOINT VENTURE                                                          13,950               12,135
                                                                                 ------------         ------------

NET INCOME                                                                       $    211,280         $  3,008,861
                                                                                 ------------         ------------

NET INCOME PER COMMON SHARE-
   Basic and diluted                                                             $       0.00         $       0.04
                                                                                 ============         ============



                 The accompanying notes are an integral part of these consolidated financial statements.

                                                            5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            CROWN ENERGY CORPORATION

                                                   [Unaudited]

                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS





                                                                                      For the Six Months Ended
                                                                                             June 30,
                                                                                 ---------------------------------
                                                                                     2003                 2002
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
SALES, Net of demerits                                                           $  6,356,642         $  6,652,457

COST OF SALES                                                                       6,716,257            6,998,165
                                                                                 ------------         ------------

GROSS PROFIT (LOSS)                                                                  (359,615)            (345,708)

GENERAL AND ADMINISTRATIVE EXPENSES                                                  (738,911)          (1,277,340)
    Bad debt recovery on accounts previously allowed for                              323,524              847,746
                                                                                 ------------         ------------

INCOME (LOSS) FROM OPERATIONS                                                        (775,002)            (775,302)
                                                                                 ------------         ------------

OTHER INCOME (EXPENSES):
   Interest income and other income                                                    45,373                3,534
   Interest expense                                                                  (133,013)          (1,466,832)
   Gain on Divestiture of Affiliate                                                         0            2,998,176
                                                                                 ------------         ------------

        Total other income (expense), net                                             (87,640)           1,534,878
                                                                                 ------------         ------------

(LOSS) INCOME BEFORE INCOME TAXES
   AND MINORITY INTERESTS                                                            (862,642)             759,576
                                                                                 ------------         ------------

DEFERRED INCOME TAX BENEFIT                                                               ---                  ---

MINORITY INTEREST IN EARNINGS OF
   CONSOLIDATED JOINT VENTURE                                                          27,422               20,502
                                                                                 ------------         ------------

NET INCOME (LOSS)                                                                $   (835,220)        $    780,078
                                                                                 ------------         ------------
NET  (LOSS) INCOME PER COMMON SHARE-
   Basic and diluted                                                             $      (0.04)        $       0.01
                                                                                 ============         ============



                 The accompanying notes are an integral part of these consolidated financial statements.

                                                            6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            CROWN ENERGY CORPORATION

                                   [Unaudited]

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                    For the Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     2003                 2002
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
Cash flows from operating activities:
       Net income (loss)                                                        $    (835,220)       $     780,078
       Adjustments to reconcile net income (loss) to net cash
         used by operating activities:
                Amortization, depreciation and depletion                              361,974              385,839
                Recovery of doubtful accounts receivable                             (323,524)            (847,746)
               Gain on divestiture of affiliate                                             -           (2,998,176)
                Minority interest                                                     (27,422)             (20,502)
                Change in assets and liabilities:
                    Accounts receivable                                            (2,476,630)          (1,915,692)
                    Inventory                                                      (1,188,175)            (628,160)
                    Prepaid and other assets                                          122,341             (276,751)
                    Deposits on settlement option                                           0             (300,000)
                    Accounts payable                                                1,721,111            3,144,059

                    Accrued expenses and interest                                     111,955            1,216,221
                                                                                -------------        -------------

                            Total adjustments                                      (1,698,370)          (2,240,908)
                                                                                -------------        -------------

                  Net cash used in operating activities                           (2,533,590)           (1,460,830)
                                                                                -------------        -------------


Cash flows used in investing activities-

       Purchase of property and equipment                                            (328,261)            (524,457)
                                                                                -------------        -------------

                  Net cash used by investing activities                              (328,261)            (524,457)
                                                                                -------------        -------------

Cash flows from financing activities:

       Capital contributions from partners                                             40,842               34,035
       Proceeds from borrowings of long term debt                                     400,000                    0
       Payments on long-term debt                                                    (210,681)            (163,137)
                                                                                -------------        -------------

                   Net cash provided by (used in) financing activities          $     230,161        $    (129,102)
                                                                                -------------        -------------


                 The accompanying notes are an integral part of these consolidated financial statements.

                                                             7
<PAGE>
<CAPTION>
                            CROWN ENERGY CORPORATION

                                   [Unaudited]

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   [Continued]



                                                                                    For the Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     2003                 2002
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
         Net Increase (Decrease) in Cash:                                       $  (2,631,690)       $  (2,114,389)
                                                                                =============        =============

Cash at Beginning of Period                                                     $   2,723,068        $   2,652,858
                                                                                =============        =============

Cash at End of Period                                                           $      91,378        $     538,469
                                                                                =============        =============

Supplemental Disclosure of Cash Flow Information
       Cash paid during the period:
           Interest                                                             $      88,560        $     108,957
                                                                                =============        =============

           Income taxes                                                                   ---                  ---
                                                                                =============        =============

Supplemental Schedule of Non-cash Investing and Financing Activities:

     For the period ended June 30, 2003 we accrued dividends on preferred stock
of $200,000.

     For the period ended June 30, 2002:

         o   We issued 13,793,103 shares of common stock to our preferred
               stockholders as a payment for preferred stock dividends
               payable totaling $200,000.

         o   We accrued dividends on preferred stock of $200,000 and $28,302
               of accretion on preferred stock.

         o   We acquired $23,627 of equipment through term financing.



                 The accompanying notes are an integral part of these consolidated financial statements.

                                                            8
</TABLE>
<PAGE>

                            CROWN ENERGY CORPORATION

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         We have prepared the accompanying consolidated financial statements
         without an audit. In our opinion, all adjustments (which include only
         normal recurring adjustments) necessary to present fairly our financial
         position as of June 30, 2003, results of operations for the three and
         six month ended June 30, 2003 and 2002 and cash flows for the six
         months ended June 30, 2003, and 2002 have been made.

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted. It is suggested
         that these condensed financial statements be read in conjunction with
         the financial statements and notes thereto included in our December 31,
         2002 Annual Report on Form 10-K. The results of operations for the
         period ended June 30, 2003, are not necessarily indicative of the
         operating results for the full year.

         Summary of Disputes - Four outstanding complaints have been filed
         against us. One filed by Geneva Rock Products, Inc., one filed by
         Oriental New Investments, Ltd., one filed by S & L Industrial, and one
         filed by GATX Financial Corporation. The first two of the foregoing
         actions were described in detail in our Annual Report on Form 10-K for
         the year ending December 31, 2002. The S & L Industrial and the GATX
         Financial Corporation actions are discussed in more detail in Part II.
         Item 1. Legal Proceedings of this report.

         Organization - Crown Energy Corporation ("CEC") and its wholly-owned
         subsidiary, Crown Asphalt Products Company ("CAPCO"), and Crown
         Distribution, an entity in which CAPCO and CEC now own all interests
         (collectively referred to as the "Company"), are engaged in the
         production, manufacturing, distribution and selling of asphalt
         products. Crown Distribution owns a majority interest in Cowboy Asphalt
         Terminal, L.L.C. ("CAT, LLC"). CAT, LLC is a joint venture formed on
         September 16, 1998, between CAPCO and Foreland Asphalt Corporation
         ("Foreland"), which owns an asphalt terminal and storage facility.
         Crown Distribution owns 66.67% and Foreland owns 33.33% of CAT, LLC.

         Principles of Consolidation - The consolidated financial statements
         include the accounts of the Company and its wholly or majority-owned
         subsidiaries. All significant inter-company transactions have been
         eliminated in consolidation.

         Stock-Based Compensation - The Company accounts for stock options
         granted to employees under the recognition and measurement principles
         of APB Opinion No. 25, Accounting for Stock Issued to Employees, and
         related Interpretations, and has adopted the disclosure-only provisions
         of Statement of Financial Accounting Standards (SFAS) No. 123,
         "Accounting for Stock-Based Compensation." Accordingly, no compensation
         cost is recognized in the financial statements when options granted
         under those plans have an exercise price equal to or greater than the
         market value of the underlying common stock on the date of grant. The
         Company granted no options during the periods ending June 30, 2003 and
         2002.

         Going Concern - The accompanying consolidated financial statements have
         been prepared assuming that the Company will continue as a going
         concern. As of June 30, 2002, the Company had a working capital
         deficit, an accumulated deficit and has had substantial recurring
         losses. The consolidated operations of the Company have not had
         sustained profitability and the Company has relied upon debt financing
         to satisfy its obligations. These conditions raise substantial doubt
         about the ability of the Company to continue as a going concern. The
         consolidated financial statements do not include any adjustments that
         might result from the outcome of these uncertainties.

                                       9
<PAGE>

                            CROWN ENERGY CORPORATION

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS


         The Company's ability to continue as a going concern is subject to the
         attainment of profitable operations or obtaining necessary funding from
         outside sources to fund its cash flow requirements to purchase
         inventory. Management is attempting to secure financing for inventory
         purchases with inventory suppliers or other financing institutions.
         There can be no assurance that the Company will be successful in its
         attempts to obtain financing for its inventory purchases. In addition,
         management is continuing its plans to reduce overhead and other costs.
         Management is also considering consolidation of manufacturing
         facilities to maximize operating efficiency and margins on product
         sales. However, there can be no assurance that management will be
         successful in these efforts.

NOTE 2 - LONG-TERM DEBT

         During the period we entered into a financing arrangement with GE
         Capital for $400,000 to finance an expansion of the emulsion facility
         at our Rawlins facility to increase production capacity. The loan bears
         interest at 8.77% is payable in equal monthly installments over 5
         years, matures in June 2008 and is secured by property and equipment.

NOTE 3 - CAPITAL TRANSACTIONS

         Preferred Stock - In September 1997, we sold to an unrelated third
         party for $5.0 million in cash 500,000 shares of $10 Series A
         Cumulative Convertible Preferred Stock and a warrant to purchase
         925,771 shares at $0.002 per share. In February 2002, the Series A
         Preferred Stock, the warrant, and all associated rights were purchased
         from the original holder by Manhattan Goose, LLC, which was then owned
         32.5% by Jay Mealey, our Chief Executive Officer, President and a
         director, and 67.5% by other directors and unrelated parties. During
         2002, we paid accrued dividends on the Series A Preferred Stock of
         $400,000 in cash and $200,000 in 13,793,103 shares of common stock, or
         at $0.0145 per share, the approximate market price on the date of
         payment. In November 2002, Jay Mealey acquired the other 67.5%
         membership interests in Manhattan Goose and simultaneously conveyed all
         membership interests to the Mealey Family Limited Partnership, which is
         the current holder of the Series A Preferred Stock, the warrant, all
         associated rights, and accrued dividends. Mr. Mealey owns 48.5% of the
         Mealey Family Limited Partnership and is its general partner and his
         immediate family is its beneficiary.

         As of December 31, 2002, and June 30, 2003, there were dividends
         payable to the holder of the Series A Preferred Stock of $1.0 million
         and $1.2 million, respectively, that may, at the election of the
         holder, be taken in cash or common stock. At the market price of $0.015
         per share as of June 30, 2003, 80.0 million shares of common stock
         would have to be issued to satisfy the dividend payable. The Series A
         Preferred Stock is convertible to 4,285,000 shares of common stock, if
         so elected by the holder of the Series A Preferred Stock.

         We currently have an authorized capital of 50.0 million shares of
         common stock, of which approximately 26.5 million shares are issued and
         outstanding and approximately 3.1 million shares are reserved for
         issuance on the exercise of outstanding options and warrants, for a
         total of approximately 29.6 million shares, excluding the shares
         issuable on conversion of the Series A Preferred Stock, the payment of
         accrued dividends thereon, and exercise of the warrant. Therefore,
         there are only approximately 20.4 million shares available for issuance
         and we could not satisfy our current obligations under the Series A
         Preferred Stock on conversion or the payment of dividends or on
         exercise of the warrant. We have not undertaken to renegotiate with the
         Mealey Family Limited Partnership any of the terms of the Series A
         Preferred Stock or the warrant, do not know whether we will attempt to
         do so, and have not analyzed our obligations or responsibilities if the
         Mealey Family Limited Partnership would elect to convert the Series A
         Preferred Stock, demand payment of the dividends in common stock, or
         exercise the warrant.

                                       10
<PAGE>

                            CROWN ENERGY CORPORATION

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS


NOTE 4 - PROFIT/ LOSS PER SHARE

         The following table is a reconciliation of the net loss numerator of
         basic and diluted net loss per common share for the three - and six
         month periods ended June 30, 2003 and June 30, 2002:
<TABLE>
<CAPTION>
                                      Six Months            Six Months             Three Months           Three Months
                                         2003                  2002                   2003                    2002
                               --------------------     ------------------      ------------------    -------------------
                                               Per                   Per                     Per                    Per
                                   Loss       Share      Profit      Share       Profit      Share      Profit      Share
                               -----------   ------     --------     -----      --------     -----    ----------    -----
<S>                            <C>           <C>      <C>            <C>     <C>             <C>    <C>           <C>
Net Profit (Loss)               ($835,220)              $780,078                $197,330              $3,008,861

Redeemable preferred
   stock dividends and
   accretion                     (200,000)              (228,302)               (100,000)               (100,000)

Add back stock
   dividends and accretion           ----                 228,302                100,000                 100,000
                              -----------    ------     --------     -----      --------     -----    ----------    -----
Net profit (loss)
   attributable to
   common stockholders        ($1,035,220)   ($0.04)    $780,078     $0.01      $197,330     $0.00    $3,008,861    $0.04

Weighted average
   common shares
   outstanding -
   basic and diluted           26,482,388             77,217,590              84,821,442              81,713,684
</TABLE>

         We had at June 30, 2003, and December 31, 2002, incremental options and
         warrants to purchase, 3,988,919 shares and 3,163,148 shares of common
         stock, respectively, that were not included in the computation of
         diluted earnings (loss) per share because their effect was
         anti-dilutive. We also had preferred stock outstanding at June 30,
         2003, and June 30, 2002, which is convertible into approximately
         4,285,000 shares of common stock that was not included in the
         computation of diluted loss per share as its effect was anti-dilutive.
         Accordingly, diluted loss per share does not differ from basic loss. As
         of June 30, 2003, there were preferred stock dividends payable in the
         amount of $1,200,000. Pursuant to the designations and preferences of
         the preferred stock, the foregoing dividends could be satisfied, at the
         option of the holder, by the issuance of shares of the Company's common
         stock in lieu of cash payments at the "fair market value" of the common
         stock as defined in the designations and preferences. At the market
         price of $0.015 per share as of June 30, 2003, 80.0 million shares of
         common stock would have to be issued to satisfy the dividend payable.

NOTE 5 - BAD DEBT RECOVERY ON ACCOUNTS PREVIOUSLY ALLOWED FOR

         During the three months ended June 30, 2003 the Company collected on
         significant receivables it had provided an allowance for in a prior
         year in the amount of $323,524. The Company has recognized this
         collection through operations as a bad debt recovery.

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
         on Derivative Instruments and Hedging Activities. SFAS No. 149 amends
         and clarifies financial accounting and reporting for derivative

                                       11
<PAGE>

                            CROWN ENERGY CORPORATION

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS

         instruments, including certain derivative instruments embedded in other
         contracts (collectively referred to as derivatives) and for hedging
         activities under SFAS No. 133, Accounting for Derivative Instruments
         and Hedging Activities. This Statement is effective for contracts
         entered into or modified after June 30, 2003, with certain exceptions,
         and for hedging relationships designated after June 30, 2003.
         Management is currently evaluating the effect of the adoption of SFAS
         No. 149.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity." SFAS No. 150 requires that certain financial instruments,
         which under previous guidance may have been accounted for as equity,
         must now be accounted for as liabilities (or an asset in some
         circumstances). The financial instruments affected include mandatory
         redeemable stock, certain financial instruments that require or may
         require the issuer to buy back some of its shares in exchange for cash
         or other assets and certain obligations that can be settled with shares
         of stock. This Statement is effective for all such financial
         instruments entered into or modified after May 31, 2003, and otherwise
         is effective at the beginning of the first interim period beginning
         after June 15, 2003. SFAS 150 was adopted in the quarter ended June 30,
         2003 and did not have a material impact on results of operations or
         financial position.

                                       12
<PAGE>

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The following discussion and analysis of our financial condition,
results of operations and related matters includes a number of forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
include, by way of illustration and not limitation, statements containing the
words "anticipates," "believes," "expects," "intends," "future" and words of
similar import that express, either directly or by implication, management's
beliefs, expectations or intentions regarding our future performance or future
events or trends that may affect us or our results of operations.

         Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors, including, but not limited to changes in
economic conditions generally or with respect to our asphalt products market in
particular, new or increased governmental regulation, increased competition,
shortages in labor or materials, delays or other difficulties in shipping or
transporting, the risk of loss of certain operating assets serving as collateral
to secure financing, and other similar risks inherent in our operations or in
business operations generally. Any such risks or uncertainties, either alone or
in combination with other factors, may cause our actual results, performance or
achievements to differ materially from our anticipated future results,
performance or achievements (which may be expressed or implied by such
forward-looking statements). Consequently, the following management's discussion
and analysis, including all forward-looking statements contained therein, is
qualified and limited by the foregoing cautionary factors. Interested persons
are advised to consider all forward-looking statements within the context of
such cautionary factors.

Liquidity and Capital Resources

         At June 30, 2003, we had cash and other current assets of $5.3 million,
as compared to cash and other current assets of $4.0 million at December 31,
2002. The increase of approximately $1.3 million was generally due to an
increase in accounts receivable and inventory which is offset by a corresponding
increase in accounts payable and a decrease in cash used in operations.

         Our business requires a large amount of working capital to purchase and
store inventory and for accounts receivable and general operations. We do not
have adequate working capital to operate our business currently and must rely on
outside third-party sources to finance that requirement. We have not had outside
working capital financing since 1999 and, to date, we have been unable to obtain
adequate financing on acceptable terms, and cannot assure that we will be able
to. We continue to explore avenues to obtain working capital financing,
including supplier financing, through-put arrangements, structured supply
arrangements and joint ventures with industry participants, facility leasing and
conventional financing from commercial sources. Given our financial condition,
generally, outside working capital funding requires significant equity and
personal guarantees, that our officers and directors are unwilling to provide
for our benefit as a publicly-held company. We do not believe that working
capital financing will be available because of our poor operating history and
our corporate structure as a public company. Failure to obtain the necessary
working capital financing will likely continue to have a significant negative
impact on our future operations and may make it unable for us to continue as a
going concern.

         A portion of our accounts receivable is subject to the risks and
uncertainties of litigation and related collection risks. In the event that we
are unable to collect our current accounts receivables, we are unable to secure
the necessary working capital line of credit for our operations, our operating
losses and working capital deficits continue, or if we are unable to recoup our
losses, we may not have sufficient capital to operate through 2003.

                                       13
<PAGE>

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


         As of June 30, 2003, we had a working capital deficit of approximately
$0.9 million, an accumulated deficit of $4.3 million, and stockholders' equity
attributable to the common stock of $99,115. Our auditor's report on our
financial statements for the year ended December 31, 2002, as for prior years,
contained an explanatory paragraph about our ability to continue as a going
concern. We continue to suffer from shortages of working capital needed to
optimize operating economies. Further, our operating history and the prevailing
current conditions in the investment markets generally have made it difficult to
obtain outside equity capital. Given our financial condition, generally, outside
working capital funding requires significant equity and personal guarantees that
our officers and directors are unwilling to provide for our benefit as a
publicly-held company. The market price for our common stock has ranged from a
low of $0.010 to a high of $0.025 during 2003, closing on June 30, 2003, at
$0.015 per share. The accounting and legal costs required to meet regulatory and
stockholder requirements associated with being a publicly held company subject
to the periodic reporting, proxy and other requirements under the Securities
Exchange Act along with the increased cost of insurance and other burdens have
become prohibitive and threaten the Company's survival. The enactment of the
Sarbanes-Oxley Act of 2002 and the adoption of related regulations have
increased the costs of compliance. These new laws and regulations have also made
it more difficult for us to attract qualified persons as directors.

         In view of the foregoing, in March 2003, our board of directors, which
includes affiliates of our principal stockholders, authorized management to
investigate available alternatives for a so-called "going private" transaction,
with the effect that we would become privately held by our current principal
stockholders, subject to satisfying various regulatory requirements. This
investigation included a review of available alternatives and their related
legal, financial, regulatory and related considerations. After careful
consideration of all the alternatives, the Board of Directors believes it is in
the best interest of the Company and its stockholders to become privately held
by its principal stockholders through a reverse stock split. Management is
seeking a third-party valuation of our Company and the interests of our minority
stockholders from a financial point of view. We continue to anticipate that a
proxy statement will be prepared to outline the terms of the reverse split and
will be forwarded to the shareholders in the near future.

         We continue to consider other asphalt-related business opportunities to
complement our existing asphalt distribution capabilities. However, we
anticipate that many opportunities may require additional capital, and we cannot
assure that we can obtain additional capital required to finance such
opportunities on acceptable terms and conditions.

         The consolidated operations of the Company have not sustained
profitability and the Company has relied on debt financing to satisfy its
obligations. The Company's ability to continue as a going concern is subject to
the attainment of profitable operations or obtaining necessary funding from
outside sources to fund its cash flow requirements to purchase inventory.
Management is attempting to secure financing for inventory purchases with
inventory suppliers or other financing institutions. There can be no assurance
that the Company will be successful in its attempts to obtain financing for its
inventory purchases. In addition, Management is continuing its plans to reduce
overhead and other costs, and continues to evaluate the manufacturing facilities
to maximize operating efficiency and margins on product sales. However, there
can be no assurance that Management will be successful in these efforts.


Accounting Policies

         Inventory consists principally of refined products and chemical
supplies, which are valued at the lower of cost (computed on a first in, first
out basis) or market.

                                       14
<PAGE>

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


         Revenue recognition for sales of product is recognized when a contract
is executed or a valid purchase order has been received, product has been
shipped, the selling price is fixed or determinable, and collectibility is
reasonably assured.

         Property, plant and equipment are recorded at cost and are depreciated
over the estimated useful lives of the related assets. Depreciation is computed
using the straight-line method for financial reporting purposes. The estimated
useful lives of property, plant and equipment are as follows:

         Plant and improvements and tankage               10-30 years
         Equipment                                            7 years
         Vehicles                                             5 years
         Computer equipment, furniture and fixtures           3 years

         Financial instruments that potentially subject the Company to
concentration of credit risk consist primarily of receivables. In the normal
course of business, the Company performs ongoing credit evaluations of its
customers and maintains allowances for possible losses that, when realized, have
been within the range of management's expectations.

         The Company maintains its cash in bank deposit accounts that, at times,
may exceed federally insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.

Results of Operations

     For the three month period ending June 30, 2003, compared to the three
     month period ending June 30, 2002
     -----------------------------------------------------------------------

         Total revenue increased from $6,184,136 for the three-month period
ended June 30, 2002, to $6,241,935 for the three-month period ended June 30,
2003, an increase of $57,799. Cost of sales increased from $5,685,865 for the
same period in 2002 to $5,942,807 for the same period in 2003, an increase of
$256,942. The increase in revenues was primarily the result of an increase in
sales volume of approximately 2,675 tons offset partially by the reduced average
selling price per ton in the three month period. The increase in cost of sales
in the 2003 interim period is primarily the result of increased base stock costs
for the volume of sales offset by a reduction of operating expenses at the
facilities for the same period.

         General and administrative expenses decreased from $654,438 for the
three-month period ended June 30, 2002, to $402,589 for the three-month period
ended June 30, 2003, a decrease of $251,849. This decrease is primarily due to
decreased rent expense for our administrative offices and a reduction in
salaries and wages.

         Net other income/expenses decreased from income of $2,305,147 for the
three-month period ended June 30, 2002, to an expense of $22,733 for the
three-month period ended June 30, 2003, a decrease of $2,327,880. This decrease
is primarily due to a non-recurring gain on the divestiture of affiliate in
Crown Asphalt Ridge through a settlement with MCNIC Pipeline and Processing
Company ("MCNIC") which was included in our financial results for the
three-month period ended June 30, 2002.

         Minority interest of $13,950 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.

                                       15
<PAGE>

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


     For the six month period ended June 30, 2003, compared to the six-month
     period ended June 30, 2002
     -----------------------------------------------------------------------

         Total revenue decreased from $6,652,457 for the period ended June 30,
2002 to $6,356,642 for the period ended June 30, 2003, a decrease of $295,815.
Cost of sales also decreased from $6,998,165 for the period ended June 30, 2002,
to $6,716,257 for the period ended June 30, 2003, a decrease of $281,908. The
decrease in revenues was primarily due to a reduction in sales revenue per ton
of approximately $9.35. The increase in cost of sales is primarily the result of
higher asphalt costs per ton, due from our lack of working capital and
in-ability to purchase in the early season when costs are typically lower.

         General and administrative expenses decreased from $1,277,340 for the
period ended June 30, 2002 to $738,911 for the period ended June 30, 2003, a
decrease of $538,429. This decrease is primarily due to decreased legal
expenses, rent expense on the administrative offices and labor efficiencies.
$323,524 of bad debt recovery was recorded as described in Note 5 to the
financial statements included in Item I of Part I of this report.

         Net other income/expenses decreased from an income of $1,534,878 for
the period ended June 30, 2002 to expense of $87,640 for the period ended June
30, 2003, an expense increase of $1,622,518. The 2002 total was comprised of
$1,319,756 interest related to the Company's credit facility and the
Preferential Capital Contribution for its asphalt distribution business. This
amount was offset by a non-recurring a gain on the divestiture of the Crown
Ridge interest to MCNIC of $2,998,176 which was included in period ended June
30, 2002. Neither of these items reoccurred in the period ended June 30, 2003.
Interest income and other income of $45,373 was recorded during this period in
2003.

         Minority interest of $27,422 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.



                      ITEM 3. QUANTITATIVE AND QUALITATIVE

                          DISCLOSURES ABOUT MARKET RISK


         We do not engage in transactions involving market risk sensitive
instruments intended to reduce our exposure to interest rate risks, foreign
currency exchange rate risks, commodity price risks or similar risks, and
therefore we do not believe we are subject to material market risks resulting
from such market rate sensitive instruments. However, we are subject to general
market fluctuations related to the purchase of base stock asphalt and may suffer
reduced operating margins to the extent our increased costs cannot be passed
through to our customers. Such prices generally fluctuate with the price of
crude oil.

         We are also subject to certain price escalation and de-escalation
clauses in our asphalt distribution sales contracts. We supply asphalt to
projects in certain states where regulations provide for escalation and
de-escalation of the price for such asphalt relative to the price difference
from the time the project is awarded to the successful bidding company and the
time the project is completed. We factor such de-escalation risk into our bid
prices and do not believe we have material exposure to risk resulting from these
regulations.

                                       16
<PAGE>

                         ITEM 4. CONTROLS AND PROCEDURES


         (a) Evaluation of disclosure controls and procedures:

         Based on their evaluations as of the filing date of this report, the
principal executive officer and principal financial officer of the Company have
concluded that the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act) are effective
to ensure that information required to be disclosed by the Company in reports
that the Company files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission.

         (b) Changes in internal controls:

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these internal controls
subsequent to the date of the most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                                       17
<PAGE>

                           PART II - OTHER INFORMATION


                            ITEM 1. LEGAL PROCEEDINGS


         On April 9, 2003, S & L Industrial filed legal action against us in the
Fifth Judicial District of Big Horn County, Wyoming. The action was removed to
the United States District Court for Wyoming on May 20, 2003. In the action, S &
L seeks to recover amounts that we offset against the purchase price of the
Rawlins, Wyoming facility in 1999 for items that were warranted by S & L
pursuant to the terms of the asset purchase agreement. S & L disputes our right
to offset such amounts and is seeking payment of $90,000, plus interest in the
amount of $45,705.38 accrued to March 24th, 2003, plus any other interest and
principal accrued to date via the legal action. On June 16, 2003, we answered S
& L's claim and asserted a counterclaim in the amount of $230,000 plus other
accruing costs, and we intend to vigorously contest S & L's claims. This legal
dispute is in its early stages and there can be no assurance that we will
ultimately prevail or what the outcome will be.

         On May 22, 2003, GATX Financial Corporation filed a complaint against
us in the Third Judicial District Court of Salt Lake County, Utah. In the
complaint, GATX seeks to recover damages in the amount of $285,148.79, plus
further damages continuing to accrue, and interest for railcar rent and railcar
cleaning. On June 19, 2003, we answered GATX's complaint and made a counterclaim
for damages in the amount of $63,442.17, all interest on all sums awarded and
reasonable attorney fees and costs. We intend to vigorously contest its claims.
This legal dispute is in its early stages and there can be no assurance that we
will ultimately prevail or what the outcome will be.


                ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.


                     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         As of June 30, 2003, there were arrearages in the amount of $1,200,000
on dividends on our preferred stock. Pursuant to the designations and
preferences of the preferred stock, the foregoing arrearages could be satisfied,
at the option of the holder, by the issuance of shares of our common stock in
lieu of cash payments at the "fair market value" of the common stock as defined
in the designations and preferences. As of June 30, 2003, approximately 80.0
million shares of common stock would have been issuable at the then "fair market
value" in satisfaction of the preferred stock dividend arrearages, which exceeds
the number of shares of common stock currently authorized to be issued by the
Company.


           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                            ITEM 5. OTHER INFORMATION

         None.

                                       18
<PAGE>

                     ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

         (a) Exhibits: The following exhibits are included as part of this
report:

              SEC
 Exhibit   Reference
 Number      Number            Title of Document                     Location
--------------------------------------------------------------------------------
  31.01        31     Certification of Chief Executive Officer      This filing
                      Pursuant to Rule 13a-14
--------------------------------------------------------------------------------
  31.02        31     Certification of Chief Financial Officer      This filing
                      Pursuant to Rule 13a-14
--------------------------------------------------------------------------------
  32.01        32     Certification Pursuant to 18 U.S.C.           This filing
                      Section 1350, as Adopted Pursuant to
                      Section 906 of the Sarbanes-Oxley Act
                      of 2002 (Chief Executive Officer)
--------------------------------------------------------------------------------
  32.02        32     Certification Pursuant to 18 U.S.C.           This filing
                      Section 1350, as Adopted Pursuant to
                      Section 906 of the Sarbanes-Oxley Act
                      of 2002 (Chief Financial Officer)

         (b) Reports on Form 8-K: We did not file any reports on Form 8-K for
the quarter ended June 30, 2003.

                                       19
<PAGE>

                                   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 thereunto duly authorized.

                                          CROWN ENERGY CORPORATION
                                          (Registrant)



Date: August 19, 2003                     By: /s/ Jay Mealey
                                             -----------------------------------
                                             Jay Mealey, Chief Executive Officer


Date: August 19, 2003                     By: /s/ Alan Parker
                                             -----------------------------------
                                             Alan Parker, Controller

                                       20