UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                              FORM 10-Q

(Mark One)
[x]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended            September 30, 1997      
                                                

                                  OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                              
                         

Commission file number          -19365           
                                                  

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

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

           215 South State, Suite 550, Salt Lake City, Utah, 84111            
          (Address of principal executive offices, zip code)

                              (801) 537-5610         
                                                
         (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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the 
latest practicable date.
  
There were 11,680,549 shares of $.02 par value common stock outstanding as of
November 13, 1997.



                       CROWN ENERGY CORPORATION

                                INDEX
                                                                 PAGE(S)


PART I.        FINANCIAL INFORMATION    


     ITEM 1.   FINANCIAL STATEMENTS

               Condensed Consolidated Balance Sheet at
                  September 30, 
                  1997 (unaudited) and December 31, 1996             3

               Condensed Consolidated Statement of Income
               for the Three
               Months ended September 30, 1997 and 1996 (unaudited)   5
               
               Condensed Consolidated Statement of Income
               for the Nine
               Months ended September 30, 1997 and 1996 (unaudited)   6

               Condensed Consolidated Statement of
               Stockholder's Equity (unaudited)                       7

               Condensed Consolidated Statement of
               Cash Flows for the
                  Nine Months ended September 30, 1997
                  and 1996 (unaudited)                                8
                  
               Notes to Condensed Consolidated Financial Statements
                  (unaudited)                                       10


     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS              14


PART II.       OTHER INFORMATION                                      

     ITEM 1.   LEGAL PROCEEDINGS                                    16

     ITEM 2.   CHANGES IN SECURITIES                                16

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                      16

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  16

     ITEM 5.   OTHER INFORMATION                                    16

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                     16


PART III.      SIGNATURES                                           17


<PAGE>
                     PART I-FINANCIAL INFORMATION
                    ITEM 1.  FINANCIAL STATEMENTS

                       CROWN ENERGY CORPORATION

                CONDENSED CONSOLIDATED BALANCE SHEETS

                                ASSETS


                                           September 30,
                                            1997         December 31,
                                           [unaudited]       1996   
   

CURRENT ASSETS:
     Cash                                    $311,086       $142,772
     Joint interest and trade
         accounts receivable                   13,022         30,379
     Notes receivable                          75,000            0
     Other current assets                     139,074         72,780
                                              _______        _______
          Total Current Assets                538,182        245,931


INVESTMENT IN OIL AND GAS PROPERTIES             0          1,083,882
     (full cost method, net of accumulated depletion)

INVESTMENT IN OIL SAND PROPERTIES            2,970,229      2,919,077

OTHER ASSETS                                 344,983        342,484

                                                                              
                                                                   

          TOTAL ASSETS                     $3,853,394     $4,591,374


                                   -3-
<PAGE>

                       CROWN ENERGY CORPORATION

                CONDENSED CONSOLIDATED BALANCE SHEETS

                 LIABILITIES AND STOCKHOLDERS' EQUITY


                                         September 30,
                                          1997          December 31,
                                         [unaudited]        1996      

CURRENT LIABILITIES
     Accounts payable                        $90,113        $92,663
     Current portion of long-term debt       268,414        185,984
     Other current liabilities               140,972        225,322
          Total Current Liabilities          499,499        503,969

LONG TERM DEBT                                   0          60,845

LONG TERM DEBT -- RELATED PARTIES            129,617        121,248

DEFERRED TAX LIABILITY                        72,457        434,056

          Total Liabilities                  701,573      1,120,118

STOCKHOLDERS' EQUITY:
     Preferred stock, $.005 par value,
      1,000,000 shares
      authorized, 45,000 shares issued
      and outstanding                            225         -----
     Common stock, $.02 par value,
      50,000,000 shares
      authorized, 11,572,141 and 11,430,571
      issued and
      outstanding at 1997 and 1996            231,443        228,611
     Capital in excess of par value         5,877,207      5,497,772
     Retained earnings                    (2,957,054)     (2,255,127)

          Total Stockholders' Equity        3,151,821      3,471,256

  TOTAL LIABILITIES AND 
      STOCKHOLDERS' EQUITY                 $3,853,394    $4,591,374


                                  -4-
<PAGE>

                       CROWN ENERGY CORPORATION

                             [UNAUDITED]

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                          For the Three Months Ended
                                                 September 30, 
       
                                                 1997       1996     
REVENUE:
     Oil and gas production                        $0       $65,646

               Total Revenue                        0        65,646

EXPENSES:
     Production costs and related taxes             0        34,887
     General and administrative expenses      145,011        97,312
     Depletion, depreciation and amortization      0        16,110

               Total Expenses                 145,011        148,309

OPERATING LOSS                               (145,011)       (82,663)

OTHER INCOME (EXPENSES):
     Interest and other income                    8,786       1,267 
     Gain (loss) on sale of properties                0         0
     Interest and other expense                 (9,768)       (5,109)

               Total Other Income (Expenses)    (982)         (3,842)

LOSS BEFORE TAX PROVISION                      ($145,993)   ($86,505)

PROVISION FOR TAXES:
     Current tax expense (benefit)                 0         0
     Deferred tax expense (benefit)             (49,638)     (29,412)

NET LOSS                                        ($96,355)   ($57,093)

NET LOSS PER SHARE                              ($0.01)       ($0.01)

                       CROWN ENERGY CORPORATION

                             [UNAUDITED]

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                 For the Nine Months Ended
                                                     September 30,  
                                                  1997         1996    

REVENUE:
     Oil and gas production                    $77,496     $165,639

               Total Revenue                   77,496       165,639

EXPENSES:
     Production costs and related taxes          54,653      97,711
     General and administrative expenses        299,009     328,132
     Depletion, depreciation and amortization    23,817      46,178

               Total Expenses                   377,479      472,021

OPERATING LOSS                                (299,983)    (306,382)

OTHER INCOME (EXPENSES):
     Interest and other income                    4,928       6,371
     Gain (loss) on sale of properties                0         0
     Loss on sale of subsidiary                (751,461)        0
     Interest and other expense                (17,010)     (15,775)

               Total Other Income (Expenses)  (763,543)       (9,404)

LOSS BEFORE TAX PROVISION                       ($1,063,526)   (315,786)

PROVISION FOR TAXES:
     Current tax expense (benefit)                    0         0
     Deferred tax expense (benefit)            (361,599)    (107,367)

NET LOSS                                       ($701,927)  ($208,419)

NET LOSS PER SHARE                             ($0.06)         ($0.02)







                                 -6-
<PAGE>






                       CROWN ENERGY CORPORATION

                   CONDENSED CONSOLIDATED STATEMENT
                       OF STOCKHOLDERS' EQUITY

                             [UNAUDITED]

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997


                Preferred Stock  Common Stock  Capital in  
                                               Excess of   Retained   
                Shares   Amount  Shares Amount Par Value  (Deficit)   Total 
                ______   ______  ______ _____  _________   _______   ______
BALANCE,
DECEMBER 31,1996 
            ---   ---  11,430,571 $228,611 $5,497,772 ($2,255,127) $3,471,256

Shares issued for 
services at $.86 to
$1.00 per share      ---    ---    45,000    900    42,706       ---  43,606

Shares issued for
payment of note
payable                ---    ---    56,877   1,138    24,847    ---   25,985

Shares issued in 
debenture conversion   ---    ---    64,693   1,294    31,295     ---  32,589

Canceled shares       ---    ---   (25,000)  (500)  (19,188)     ---  (19,688)

Sale of Preferred
Stock               45,000    225      ---     ---   299,775     ---   300,000

Net Income (loss)
for the nine  months
ended September
30, 1997             ---   ---       ---      ---     ---  (701,927) (701,927)
                                                                              
                                                                              
 
BALANCE,
SEPTEMBER 30, 1997 
     45,000   $225  11,572,141  $231,443   $5,877,207   ($2,957,054) $3,151,821


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

                                     7

<PAGE>

                       CROWN ENERGY CORPORATION

                             [UNAUDITED]

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                 For the Nine Months Ended
                                                    September 30,          
                                               1997          1996     
        
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
   Net income (loss)                         ($701,927)   ($208,419)

   Adjustments to reconcile net loss to
    net cash used by operating activities:
      Common stock issued for commissions             0    40,000
      Amortization, depreciation and depletion   23,817    45,882
      Net effect of sale of subsidiary          844,926         0
      Change in assets and liabilities:
       Joint interest and accounts receivable    17,357    16,740
       Other assets                            (60,187   (101,078)
       Accounts payable                         (2,550)   (109,817)
       Other current liabilities               (90,929)    120,102
       Deferred tax liability                  (361,599)  (107,367)

        Total adjustments                       370,835    (95,538)

        Net Cash Used by Operating Activities  (331,092)  (303,957)

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
   Additions to oil sand properties            (16,152)  (45,553)
   Payments received on note receivable          75,000         0
   Net proceeds from sale of
       oil and gas properties                       0           0

        Net Cash Provided (Used) in
             Investing Activities             (58,848)      (45,553)

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
   Net changes in long-term debt                (9,442)    12,309
   Net proceeds from issuance
       of convertible debenture               150,000          0
   Net proceeds from sale of preferred stock    300,000         0
   Net proceeds from sale of common stock        0         335,000


    Net Cash Provided by Financing Activities $440,558    $347,309


                               -8-
<PAGE>

                       CROWN ENERGY CORPORATION

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             [CONTINUED]


                                                 For the Nine Months Ended
                                                        September 30,   
       
                                                      1997        1996    
 
        
Net Increase (Decrease) in Cash:                 ($168,314)      ($2,201) 
   
Cash at Beginning of Period                        $142,772       $97,247

Cash at End of Period                              $311,086       $95,046


Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest                                           $4,844         ---

    Income taxes                                      ---             ---



Supplemental Schedule of Non-cash Investing and Financing Activities:

   For the period ended September 30, 1997:

    The Company issued 45,000 shares of common stock
        in payment of accounts
         payable and oil sand project
         costs.

    The Company issued 56,877 shares of common stock
         in payment of $25,985 in
          long-term debt.

    The Company issued 64,693 shares of common stock
          in a partial debenture conversion.

    The Company sold its wholly-owned subsidiary,
          Gavilan Petroleum, Inc. on a
          note for $150,000.

   For the period ended September 30, 1996:

    The Company issued 191,547 shares of common stock
          in payment of $89,375 in
           current liabilities
           and $90,000 in project costs.

    The Company issued 47,955 shares of common stock
          in payment of $23,596 in
          long-term debt.

                            -9-
<PAGE>

   

                       CROWN ENERGY CORPORATION

              NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                         FINANCIAL STATEMENTS

     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          The accompanying financial statements have been prepared by the
Company without audit.  In the
          opinion of management, all adjustments (which include only normal
recurring adjustments)
          necessary to present fairly the financial position, results of
operations and changes in stockholders'
          equity and cash flows at September 30, 1997 and for all periods
presented 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 the Company's December 31,
1996 audited financial
          statements.  The results of operations for the period ended
September 30, 1997 are not necessarily
          indicative of the operating results for the full year.

          ORGANIZATION   

          Crown Energy Corporation ["Crown"], a Utah corporation, was
organized on March 17, 1981. 
          Crown's primary activities have been the acquisition and development
of oil and gas leases.  

          BuenaVentura Resources Corporation ["BVRC"], a Utah corporation, was
organized October 24,
          1985.  Crown acquired 100% of BVRC on September 30, 1992.  On August
6, 1997, the name of
          the corporation was changed to Crown Asphalt Corporation ["CAC"]. 
On September 1, 1997, the
          corporation entered into a joint venture with MCNIC Pipeline and
Processing Company to construct
          and operate an asphalt production facility at Asphalt Ridge (See
Note 5 - Formation of Joint
          Venture).  The Company's asphalt business is its primary business
activity.    
          
          Gavilan Petroleum, Inc. ["Gavilan"], a Utah corporation, was
organized on September 9, 1985.  
          Gavilan is engaged in the production and selling of oil and gas from
leases it operates in the 
          state of Utah.  Gavilan became a 100% subsidiary of Crown on January
24, 1991.  Gavilan was sold 
          on July 2, 1997 for $150,000.  The sale was retroactive to June 1,
1997 and, accordingly, 
          is accounted for in these financial statements.  (See Note 3 - Sale
of Subsidiary)
          
          PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the accounts of the
Company and its wholly-owned
          subsidiaries.  All significant intercompany transactions have been
eliminated in consolidation.

          OIL AND GAS PROPERTIES

          Oil and gas properties are accounted for on the full cost method,
whereby all costs associated with
          acquisition, exploration and development of oil and gas properties
are capitalized on a country-by-
          country, cost center basis.  All oil and gas revenues are derived
from reserves located in the state of
          Utah.  Amortization of such costs is determined by the ratio of
current period production to estimated
          proved reserves.  Estimated proved reserves are based upon reports
of petroleum engineers.


<PAGE>

                       CROWN ENERGY CORPORATION

              NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                         FINANCIAL STATEMENTS
 

          The net carrying value of oil and gas properties is limited to the
lower of amortized costs or the cost
          center ceiling [defined as the sum of the present value [10%
discount rate] of estimated, unescalated
          future net cash flows from proved reserves, plus the lower of cost
or estimated fair value of unproved
          properties, giving effect to income taxes].

          OIL SAND PROPERTIES

          The Company's investment in oil sand properties, including
acquisition and development costs, are
          being capitalized and will be amortized by the unit-of-production
method once commercial
          production commences, projected to be 1998.  The Company reviews its
investment in oil sand
          properties for impairment whenever events or changes in circumstance
indicate that the carrying
          amount of the investment may not be recoverable.  The Company's
basis of determining the
          recoverability of its investment is based on estimated future cash
flows expected to result from the
          extraction and production of products from the oil sands.  The
Company is unaware of any events
          or changes in circumstance that would merit a review for impairment,
however, the Company's
          estimated future cash flows from its investment in oil sands exceeds
the carrying value of the
          investment, thus there is no current impact from the adoption of
SFAS 121.

          INCOME (LOSS) PER SHARE

          The computation of income (loss) per share of common stock is based
on the weighted average 
          number of shares outstanding during the periods presented.

     NOTE 2 - SIGNIFICANT CUSTOMERS

          The Company sells substantially all of its oil production to one
purchaser.  If this purchaser stopped
          buying products from the Company, the Company would then contract
with other purchasers
          available in the areas where the oil is produced.  The effect of
this purchaser pulling out of the area
          would at least put a temporary downward pressure on prices in the
area, but it is not currently
          possible for the Company to estimate how the Company would be
affected.  Management believes
          that its oil is a commodity that is readily marketable and that the
marketing methods it follows are
          typical of similar companies in the industry.

     NOTE 3 - SALE OF SUBSIDIARY

          On July 2, 1997, the Company entered into a stock purchase agreement
with Road Runner Oil,
          Inc.("RRO") to sell 100% of its interest in its wholly-owned
subsidiary, Gavilan Petroleum,
          Inc.("Gavilan"). Gavilan operated oil and natural gas properties. 
Under the terms of the sale, the
          Company transferred to RRO all of the issued and outstanding stock
of Gavilan and in exchange
          received $25,000 at closing and a promissory note under which it
will be paid $50,000 within 30
          days of closing; $25,000 within 120 days of closing; and the
remaining $50,000 within 180 days
          of closing.  As of September 30, 1997, the promissory note had a
balance of $75,000.  The note
          is secured by a pledge of the Gavilan stock.      
                              
          The pro forma effects of the transaction for the year ended December
31, 1996 are as follows:  Total
          assets would have been reduced from $4,591,374 to $3,468,599, a
decrease of $1,122,775 (24%). 
          Total liabilities would have been reduced from $1,120,118 to
$923,019, a decrease of $197,099
          (18%).  Revenues would have decreased from $224,855 to $11,226, a
decrease of $213,629 (95%). 
          Net loss before income taxes would have decreased from a loss of
$550,630 for the year ended
          December 31, 1996 to a loss of $445,818, a decrease of $104,812 (19%).


     NOTE 4 - CONVERTIBLE DEBENTURE AGREEMENT 
     
          On May 6, 1997, the Company entered into a Convertible Debenture
Agreement ("Agreement")
          with Oriental New Investments, Ltd., a Hong Kong corporation
("ONI").  Pursuant to the
          Agreement, on May 13, 1997, the Company issued a 9% Convertible
Debenture (the "Debenture")
          to ONI in the principal amount of $150,000.  No underwriters or
placement agents were utilized
          by either the Company or ONI in negotiating the Agreement or in
issuing the Debenture.  The
          Debenture was issued pursuant to the exemption from registration
under Section 5 of the Securities
          Act of 1933, as amended, provided by Rule 903 of Regulation S.

          Under the terms of the Debenture, payment of interest only is due
and payable quarterly
          commencing July 31, 1997.  Payment of the remainder of the accrued
interest and all principal
          under the Debenture is due November 13, 1997 (the "Due Date").  At
any time following July 13,
          1997, the holder of the Debenture may elect to convert the principal
and accrued interest under the
          Debenture, in whole or in part, to shares of the Company's common
stock at 65% of the average
          closing bid price as reported on the NASD Electronic Bulletin Board
for the ten (10) preceding
          business days.  In addition, at any time prior to the Due Date, the
Company may elect to prepay,
          without penalty or premium, the outstanding principal or accrued
interest, in whole or in part, upon
          fifteen (15) days written notice to the holder of the Debenture.  On
July 21, 1997, ONI converted
          a portion of the debenture into 64,693 shares of common stock.  On
November 10, 1997, ONI
          converted  the remaining balance plus accrued interest into 108,408
shares of common stock. 

     NOTE 5 - FORMATION OF JOINT VENTURE
     
          On  August 1, 1997, Crown's wholly-owned subsidiary, Crown Asphalt
Corporation, ("Crown
          Asphalt") entered into a joint venture with MCNIC Pipeline &
Processing, Inc., ("MCNIC"), a
          subsidiary of MCN Energy Group, Inc., a large diversified energy
holding company with
          approximately $4 billion in assets ("MCN").  The joint venture will
operate through Crown Asphalt
          Ridge, L.L.C., a Utah limited liability company, (the "L.L.C.") and
will be devoted to extracting
          commercially marketable products from Crown Asphalt's oil sands
reserves (the "Reserves") located
          at Asphalt Ridge in eastern Utah.

          MCNIC and Crown will initially hold sharing ratios of 75% and 25%,
respectively, in profits,
          losses and obligations of the L.L.C.  The forgoing ratios will be
adjusted to provide each party with
          a 50% sharing ratio upon the achievement of certain payouts to
MCNIC.  Crown Asphalt's required
          capital contribution to the L.L.C. consists of (i) Crown Asphalt's
rights under certain equipment
          leases with a fair market value of up to $3.5 million to be obtained
by Crown Asphalt; (ii) the
          Sublicense of Crown's proprietary oil sands refining technology from
Park Guymon Enterprises,
          Inc.; (iii) the capital reserves (which were valued at the time of
the formation of the L.L.C. at
          $500,000) and (iv) an amount of cash, if any, needed to bring Crown
Asphalt's capital contributions
          up to 25% of the capital required to construct the initial oil sands
refining plant (after giving effect
          to the value of the items described above, MCNIC, in turn, will be
required to fund 75% of the cash
          required to construct the Initial Plant contemplated by the L.L.C.'s
Operating Agreement).  It is
          presently estimated that such Initial Plant will cost $19 million
 to construct.




     NOTE 6 - SALE OF PREFERRED STOCK

          On November 4, 1997, Crown completed the sale of 500,000 shares of
its 8% Class A Cumulative
          Convertible Preferred Stock ("Series A Preferred Stock") to Enron
Trade & Resources Corp.
          ("ECT") pursuant to a Stock Purchase Agreement dated September 25,
1997 for an aggregate sales
          price of $5 million.  Crown issued 45,000 shares and received
$450,000 on the execution of the
          Stock Purchase Agreement.  The Series A Preferred are convertible at
the option of its holders into
          24% of the Common Stock of Crown.  Dividends shall accrue on the
outstanding Series A Preferred
          shares at the rate of 8% per annum and may be paid through cash or
common shares of Crown at
          the option of the holder.  

          Subject to the holders' right to convert the Series A Preferred,
Crown may redeem the Series A
          Preferred at any time from the date on which it is issued at the
following prices:  (i) if such
          redemption occurs prior to 36 months, the redemption price shall be
130% of the Series A
          Preferred's "Stated Value" ($10); (ii) if prior redemption occurs
after 36 months but prior to 48
          months, the redemption price shall be 115% of the Stated Value;
(iii) if redemption occurs after 48
          months but prior to 60 months from the date of issuance, the Series
A Preferred may be redeemed
          at 110% of the Series A Preferred's Stated Value; and (iv) if
redemption occurs after 60 months
          from the date of the issuance, the redemption price shall be 100% of
the Series A Preferred's Stated
          Value.  The holder of the Series A Preferred may require Crown to
redeem 125,000 shares of the
          Series A Preferred on the eighth anniversary of its issuance and the
like amount on the ninth
          anniversary of it issuance, with all remaining Series A Preferred to
be redeemed on the tenth
          anniversary of its issuance at a per share price no lower than the
Stated Value.

     NOTE 7 - CONCENTRATION OF CREDIT RISK

          The realization of the Company's investment in oil sand properties
is dependent on the success of
          the joint venture with MCNIC to successfully complete construction
of its asphalt production facility
          and profitably sell the related asphalt products. The company
currently has not generated any
          significant revenues through the sale of asphalt products from its
mine at Asphalt Ridge in eastern
          Utah and the company currently does not have any other method of
generating revenues.






<PAGE>

               



            ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULT OF OPERATIONS


RESULTS OF OPERATIONS

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1997, COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 1996.

     Oil and gas revenue decreased from $65,646 for the three months ended
September 30, 1996 to $0 for the
three months ended September 30, 1997.  This decrease was due to the sale of
the Company's wholly-owned subsidiary,
Gavilan Petroleum, Inc., which was effective June 1, 1997.

     Oil and gas production costs decreased from $34,887 for the three months
ended September 30, 1996 to $0
for the three months ended September 30, 1997.  This decrease was  due to the
sale of the Company's wholly-owned
subsidiary, Gavilan Petroleum, Inc., which was effective June 1, 1997.      

     General and administrative expenses increased from $97,312 for the three
months ended September 30, 1996
to $145,011 for the three months ended September 30, 1997, an increase of
$47,699 (49%). This change was  due to
increased overhead costs related to the Asphalt Ridge project financing.

     Depletion, depreciation and amortization decreased from $16,110 for the
three months ended September 30,
1996 to $0 for the three months ended September 30, 1997.  This decrease was
due to the sale of the Company's
wholly-owned subsidiary, Gavilan Petroleum, Inc., which
 was effective June 1, 1997.

     
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997, COMPARED TO THE NINE
MONTHS ENDED SEPTEMBER 30, 1996.

     Oil and gas revenue decreased from $165,639 for the nine months ended
September 30, 1996 to $77,496 for
the nine months ended September 30, 1997, a decrease of $88,143 (53%).  This
decrease was primarily due to the sale
of the Company's wholly-owned subsidiary, Gavilan Petroleum, Inc., which was
effective June 1, 1997.

     Oil and gas production costs decreased from $97,711 for the nine months
ended September 30, 1996 to
$54,653 for the nine months ended September 30, 1997, a decrease of $43,058
(44%).  This decrease was primarily
due to the sale of the Company's wholly-owned subsidiary, Gavilan Petroleum,
Inc., which was effective June 1, 1997. 
  

     General and administrative expenses decreased from $328,132 for the nine
months ended September 30, 1996
to $299,009 for the nine months ended September 30, 1997, a decrease of
$29,123 (9%).  This change was primarily
due to a decrease in consulting expenses.

     Depletion, depreciation and amortization decreased from $46,178 for the
nine months ended September 30,
1996 to $23,817 for the nine months ended September 30, 1997, a decrease of
$22,361 (48%).   This decrease was
primarily due to the sale of the Company's wholly-owned subsidiary, Gavilan
Petroleum, Inc., which was effective June
1, 1997.



LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 1997, the Company had cash and other current assets of
$538,182 as compared to cash and
other current assets of $245,931 at December 31, 1996.  The increase of
292,251 was  due to proceeds from the sale
of the Company's subsidiary, Gavilan Petroleum, Inc., of $150,000, the
issuance of a $150,000 convertible debenture
and the sale of $5 million of preferred stock, $300,000 of which was received
as of September 30, 1997 net of financing
costs.  The balance was received on November 5, 1997 (See Note 6 - Sale of
Preferred Stock).  The increase in cash
and other current assets was partially offset by a loss from operations.

     Total debt increased from $182,093 in long-term debt and $185,984 in
current portion of long-term debt at
December 31, 1996 to $129,617 in long-term debt and $268,414 in current
portion of long-term debt at September 30,
1997.  This increase was primarily  due to the issuance of a $150,000
convertible debenture and was partially offset
by a reduction in debt from the sale of Gavilan of $65,139 and principal
payments made during the period.

     The Company  has completed its financing for construction and start-up of
its commercial asphalt production
facility.  On September 1, 1997, the Company entered into a joint venture with
MCNIC Pipeline & Processing
Company (See Note 5 - Formation of Joint Venture).  On November 5, 1997, the
Company completed the sale of $5
million of preferred stock to Enron Capital & Trade Resources Corp. (See Note
6 - Sale of Preferred Stock).

       

                     PART II. - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          None.

ITEM 2.   CHANGES IN SECURITIES

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          The Company filed a Form 8-K on June 11, 1997, to report the
issuance of a $150,000 convertible 
          debenture.  The Company also filed a Form 8-K on July 2, 1997 to
report the sale of its wholly-
          owned subsidiary, Gavilan Petroleum, Inc.         


                        PART III. - 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: November 14, 1997                           By: /s/ JAY MEALEY          
                         
                                             Jay Mealey, President

Date: November 14, 1997                           By: /s/ RICHARD S. RAWDIN   
                    
                                             Richard S. Rawdin, Vice President
of Finance