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                 March 31, 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                         0-19365                       

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

               Utah                                  87-0368981           
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation 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 11,501,465 shares of $.02 par value common stock outstanding as of
May 1, 1997.


                    CROWN ENERGY CORPORATION

                              INDEX
                                                            PAGE(S)


PART I.   Financial Information    


     ITEM 1.   Financial Statements

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

       Condensed Consolidated Statement of Income for the Three
         Months ended March 31, 1997 and 1996 (unaudited)          5
               
       Condensed Consolidated Statement of Stockholder's Equity
         (unaudited)                                               6

       Condensed Consolidated Statement of Cash Flows for the
         Three Months ended March 31, 1997 and 1996 (unaudited)    8
                  
       Notes to Condensed Consolidated Financial Statements
         (unaudited)                                               9


     ITEM 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations             12


PART II.       Other Information                                

     ITEM 1.   Legal Proceedings                                   14

     ITEM 2.   Changes in Securities                               14

     ITEM 3.   Defaults upon Senior Securities                     14

     ITEM 4.   Submission of Matters to a Vote of Security Holders 14

     ITEM 5.   Other Information                                   14

     ITEM 6.   Exhibits and Reports on Form 8-K                    14


PART III.      Signatures                                          15



                  PART I-FINANCIAL INFORMATION
                  ITEM 1.  FINANCIAL STATEMENTS


                    CROWN ENERGY CORPORATION

              CONDENSED CONSOLIDATED BALANCE SHEETS

                             ASSETS

<TABLE>
     <S>                                   <C>                 <C>

                                          March 31,       
                                            1997             December 31,
                                        [unaudited]              1996     

CURRENT ASSETS:
     Cash                                  $27,796             $142,772
     Joint interest and trade accounts 
          receivable                        10,163               30,379
     Other current assets                  107,516               72,780
          Total Current Assets             145,475              245,931

PROPERTY AND EQUIPMENT                       1,318                1,758
     (net of accumulated depreciation)

INVESTMENT IN OIL AND GAS PROPERTIES     1,068,410            1,083,882
     (full cost method, net of
          accumulated depletion)

INVESTMENT IN OIL SAND PROPERTIES        2,954,703            2,919,077

OTHER ASSETS                               340,726              340,726

                                                                       
         TOTAL ASSETS                   $4,510,632           $4,591,374


</TABLE>


<TABLE>
                    CROWN ENERGY CORPORATION

              CONDENSED CONSOLIDATED BALANCE SHEETS

              LIABILITIES AND STOCKHOLDERS' EQUITY


     <S>                                <C>                 <C>

                                        March 31,
                                          1997              December 31,
                                      [unaudited]                1996    

CURRENT LIABILITIES
     Accounts payable                      $68,785             $92,663
     Current portion of long-term debt     152,336             185,984
     Other current liabilities             225,430             225,322
          Total Current Liabilities        446,558             503,969

LONG TERM DEBT                              61,372              60,845

LONG TERM DEBT -- RELATED PARTIES          123,974             121,248

DEFERRED TAX LIABILITY                     405,886             434,056

          Total Liabilities              1,037,783           1,120,118

STOCKHOLDERS' EQUITY:
     Preferred stock, $.005 par value, 
     1,000,000 shares authorized, no shares 
     issued and outstanding                  -----               -----
     Common stock, $.02 par value, 50,000,000 
     shares authorized, 11,501,465 and 
     11,430,571 issued and
     outstanding at 1996 and 1995          230,029             228,611
     Capital in excess of par value      5,553,069           5,497,772
     Retained earnings                  (2,310,249)         (2,255,127)

          Total Stockholders' Equity     3,472,849           3,471,256

TOTAL LIABILITIES AND STOCKHOLDERS' 
               EQUITY                   $4,510,632          $4,591,374

</TABLE>

<TABLE>
                    CROWN ENERGY CORPORATION

                           [Unaudited]

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



<S>              <C>                   <C>        <C>
                                                  
                                     For the Three Months Ended
                                              March 31,     
                                          1997          1996   
REVENUE:
Oil and gas production                   $50,503      $44,552

Total Revenue                             50,503       44,552

EXPENSES:
Production costs and related taxes        28,157       29,871
General and administrative expenses       82,879      121,175
Depletion, depreciation and amortization  14,912       14,188

Total Expenses                           125,948      165,234

OPERATING INCOME (LOSS)                  (75,445)    (120,682)

OTHER INCOME (EXPENSES):
Interest and other income                    898        2,615 
Gain (loss) on sale of properties              0            0
Interest and other expense                (8,745)      (5,256)

Total Other Income (Expenses)             (7,847)      (2,641)

INCOME (LOSS) BEFORE TAX PROVISION      ($83,292)   ($123,323)

PROVISION FOR TAXES:
Current tax expense (benefit)                  0            0
Deferred tax expense (benefit)           (28,170)     (41,930)

NET INCOME (LOSS)                       ($55,122)    ($81,393)

NET INCOME (LOSS) PER SHARE               ($0.00)      ($0.01)

</TABLE>


<TABLE>
                    CROWN ENERGY CORPORATION

                CONDENSED CONSOLIDATED STATEMENT
                     OF STOCKHOLDERS' EQUITY

                           [Unaudited]

          FOR THE THREE MONTHS ENDED MARCH 31, 1997



   <C> <C>            <C>       <C>      <C>        <C>          <C>
                        Common Stock     Capital in
                                         Excess of   Retained
                        Shares    Amount Par Value   (Deficit)    Total 

BALANCE, DECEMBER 
   31, 1996          11,430,571 $228,611 $5,497,772 ($2,255,127) $3,471,256

Net Income (loss) for 
   the three months
   ended March 31, 1997   ---        ---        ---     (55,122)    (55,122)

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               25,894      518     12,591         ---      13,109
                                                                    
BALANCE, MARCH 
   31, 1997          11,501,465 $230,029 $5,553,069 ($2,310,249) $3,472,849

</TABLE>

<TABLE>
                    CROWN ENERGY CORPORATION

                           [Unaudited]

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                   <S>                                   <C>        <C>
                                                   For the Three Months Ended
                                                            March 31,      
                                                       1997            1996 
 

Cash Flows From (To) Operating Activities:
             Net income (loss)                          ($55,122)  ($81,393)

             Adjustments to reconcile net loss to
             net cash used by operating activities:
             Amortization, depreciation and 
             depletion                                    15,912     14,188
             Non-cash (income) expense                     5,483      4,018
             Change in assets and liabilities:
             Joint interest and accounts 
                      receivable                          20,216      20,080
                   Other assets                          (26,130)    (68,365)
                   Accounts payable                      (23,878)    (17,306)
                   Other current liabilities               5,448      (3,316)
                   Deferred tax liability                (28,170)    (41,930)
                   Total adjustments                     (31,119)    (92,631)

           Net Cash Used by Operating 
                      Activities                         (86,241)   (174,024)

Cash Flows From (To) Investing Activities:
       Additions to oil sand properties                     (626)    (39,477)
       
       Net Cash Provided (Used) in
                      Investing Activities                  (626)    (39,477)

Cash Flows From (To) Financing Activities:
       Net changes in long-term debt                     (28,109)          0
       Net proceeds from sale of common stock                  0     385,000

       Net Cash Provided by Financing 
                      Activities                        ($28,109)   $385,000
</TABLE>

<TABLE>
                    CROWN ENERGY CORPORATION

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                           [Continued]
<S>                                                     <C>         <C>

                                                   For the Three Months Ended
                                                            March 31,    
                                                       1997           1996  
 
        
Net Increase (Decrease) in Cash:                       ($114,976)   $171,499     
Cash at Beginning of Period                             $142,772     $97,247

Cash at End of Period                                   $27,796     $268,746


Supplemental Disclosure of Cash Flow Information
           Cash paid during the period:
              Interest                                    3,262          ---

              Income taxes                                  ---          ---



Supplemental Schedule of Non-cash Investing and Financing Activities:

     For the period ended March 31, 1997:

     The Company issued 45,000 shares of common stock in payment of accounts
payable and oil sand costs.
    
     The Company issued 25,894 shares of common stock in payment of note
payable.
    
     The Company converted accrued interest of $5,483 into notes payable.     

     For the period ended March 31, 1996:

     The Company issued 181,547 shares of common stock in payment of $179,375
in consulting fees.

     The Company issued 10,000 shares of common stock to restructure an oil
sand lease.

     The Company converted accrued interest of $4,018 into notes payable.	

</TABLE>
           
        
                 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
        March 31, 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
        March 31, 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.  BVRC is active in the mining and
        development of oil sand deposits and owns the rights to a 
        patented technology for the extraction of oil from oil sands. 
        Crown acquired 100% of BVRC on September 30, 1992.
        
        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.
        
        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.

        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 early 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 is typical of similar companies in the
        industry.

   


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


RESULTS OF OPERATIONS

For the three month period ended March 31, 1997, compared to the three
months ended March 31, 1996.

   Oil and gas revenue increased from $44,552 for the three months ended
March 31, 1996 to $50,503 for the three months ended March 31, 1997,
an increase of $5,951 (13%).  This change was due to an increase in
production and higher oil prices for the period.  Total production
increased from 2,193 barrels for the three months ended March 31, 1996
to 2,286 barrels for the same period in 1997, an increase of 4%.  Average
oil prices increased from $17.97 for the three months ended March 31, 1996
to $19.84 for the same period in 1997.

   Oil and gas production costs decreased from $29,871 for the three months
ended March 31, 1996 to $28,157 for the three months ended March 31, 1997,
an immaterial change of $1,714 (6%).      

   General and administrative expenses decreased from $121,175 for the three
months ended March 31, 1996 to $82,879 for the three months ended March 31,
1997, a decrease of $38,296 (32%).  This change was primarily due to a
decrease in consulting expenses.

   Depletion, depreciation and amortization increased from $14,188 for the
three months ended March 31, 1996 to $14,912 for the three months ended
March 31, 1997, an immaterial increase of $724 (5%).  

LIQUIDITY AND CAPITAL RESOURCES

   At March 31, 1997, the Company had cash and other current assets of
$145,475 as compared to cash and other current assets of $245,931 at December
31, 1996.  The decrease of $100,456 was primarily due to a loss from
operations and payments on notes payable.

   Total debt decreased from $182,093 in long-term debt and $185,984 in
current portion of long-term debt at December 31, 1996 to $185,346 in
long-term debt and $152,336 in current portion of long-term debt at March 31,
1997.  This decrease of $30,395 was primarily due to principal payments made
during the period.

   The Company's primary objective is to complete financing for construction
and start-up of its commercial asphalt production facility.  The Company is
seeking to raise approximately $20,000,000 through a combination of equity
and debt or project financing.  The Company is evaluating financing
alternatives with several investor groups who are in the process of
completing their due diligence on the project.  No assurance can be given
that financing will be available or, if available, that it will be available
on acceptable terms.  If such funds are raised by issuing equity securities,
further dilution to then-existing stockholders may result.  If such
additional funds are raised through the issuance of debt securities, the
Company's cash flows will be required to be devoted to service such debt.
If funding is not available, the Company may be required to significantly
curtail or cease its operations.


                 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

        None.          


                    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: May 1, 1997          By: /s/ JAY MEALEY 
                                     Jay Mealey, President

Date: May 1, 1997          By: /s/ RICHARD S. RAWDIN          
                                    Richard S. Rawdin, Vice
                                    President of Finance