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, 2002

                                       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 650, 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 27,428,684 shares of $.02 par value common stock outstanding
as of April 30, 2002.

                                       1
<PAGE>

                            CROWN ENERGY CORPORATION

                                      INDEX

                                                                       PAGE(S)

PART I.  Financial Information

         ITEM 1.  Financial Statements

         Condensed Consolidated Balance Sheets at March 31, 2002
           (unaudited) and December 31, 2001                              3

         Condensed Consolidated Statement of Operations for the
           Three Months ended March 31, 2002 and 2001 (unaudited)         5

         Condensed Consolidated Statement of Cash Flows for the
           Three Months ended March 31, 2002 and 2001 (unaudited)         6

         Notes to Condensed Consolidated Financial Statements
           (unaudited)                                                    8


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

         ITEM 3. Quantitative and Qualitative Disclosures about
                 Market Risk                                             15


PART II. Other Information

         ITEM 1. Legal Proceedings                                       16

         ITEM 2. Changes in Securities                                   17

         ITEM 3. Defaults upon Senior Securities                         17

         ITEM 4. Submission of Matters to a Vote of Security Holders     17

         ITEM 5. Other Information                                       17

         ITEM 6. Exhibits and Reports on Form 8-K                        17


PART III. Signatures                                                     18

                                       2
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                        CROWN ENERGY CORPORATION

                                   CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 ASSETS

                                                                                      March 31,
                                                                                        2002              December 31,
                                                                                    [unaudited]               2001
                                                                                   -------------         -------------
<S>                                                                                <C>                   <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                     $   1,198,940         $   2,652,858
     Accounts receivable, net of allowance for uncollectible
        accounts of $1,722,482                                                         1,090,669             1,378,610
     Inventory                                                                         1,776,247             1,358,022
     Prepaid and other current assets                                                    368,558                87,652
     Related Party Receivable                                                             25,700                25,700
                                                                                   -------------         -------------
          Total Current Assets                                                         4,460,114             5,502,842

PROPERTY PLANT, AND EQUIPMENT, Net                                                     9,439,501             9,590,787

OTHER INTANGIBLE ASSETS, Net                                                             327,930               340,430

OTHER ASSETS                                                                             322,832               283,206
                                                                                   -------------         -------------

TOTAL                                                                              $  14,550,377         $  15,717,265
                                                                                   =============         =============

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

                                                              3
<PAGE>
<CAPTION>
                                            CROWN ENERGY CORPORATION
                                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                      March 31,
                                                                                        2002              December 31,
                                                                                    [unaudited]               2001
                                                                                   -------------         -------------
<S>                                                                                <C>                   <C>
CURRENT LIABILITIES
     Accounts payable                                                              $     800,229         $     410,564
     Preferred stock dividends payable                                                 1,100,000             1,200,000
     Accrued expenses                                                                    278,683               175,794
     Accrued Arbitration costs                                                         2,609,519             2,609,519
     Accrued interest                                                                  8,124,706             7,473,512
     Long-term debt - current portion                                                    361,748               347,153
     Line-of-credit to related party                                                  14,935,222            14,935,222
                                                                                   -------------         -------------
           Total current liabilities                                                  28,210,107            27,151,764
                                                                                   -------------         -------------


MINORITY INTEREST IN CONSOLIDATED
     JOINT VENTURES                                                                      482,040               476,793

CAPITALIZATION:
     Long-term debt principally due to related party                                  11,028,361            11,130,056
     Redeemable preferred stock                                                        4,966,982             4,952,831
     Stockholders' deficit:
        Common Stock $0.02 per value 50,000,000 shares authorized 27,428,684
             and 13,635,581 shares outstanding respectively.                             548,573               272,711
        Additional paid in Capital                                                     4,725,357             4,915,370
        Stock subscription receivable from officers                                     (549,166)             (549,166)
        Stock warrants                                                                   243,574               243,574
        Accumulated deficit                                                          (35,105,451)          (32,076,668)
                                                                                   -------------         -------------

                 Stockholders' deficit                                               (30,137,113)          (27,994,179)
                                                                                   -------------         -------------

TOTAL                                                                              $  14,550,377         $  15,717,265
                                                                                   =============         =============

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

                                                        4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            CROWN ENERGY CORPORATION
                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                   [Unaudited]


                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                 ---------------------------------
                                                                                     2002                2001
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
SALES, Net of demerits                                                           $    468,321         $    283,253

COST OF SALES                                                                       1,312,300            1,075,897
                                                                                 ------------         ------------

GROSS PROFIT (LOSS)                                                                  (843,979)            (792,644)

GENERAL AND ADMINISTRATIVE EXPENSES                                                   622,902              746,423
                                                                                 ------------         ------------

INCOME (LOSS) FROM OPERATIONS                                                      (1,466,881)          (1,536,067)
                                                                                 ------------         ------------

OTHER INCOME (EXPENSES):
   Interest income and other income                                                     2,155               41,345
   Gain on Insurance Settlement                                                           ---              278,492
   Interest and other expense                                                        (772,424)            (653,256)
                                                                                 ------------         ------------

        Total other expense, net                                                     (770,269)            (333,419)

LOSS BEFORE INCOME TAXES
   AND MINORITY INTERESTS                                                          (2,237,150)          (1,869,486)
                                                                                 ------------         ------------


DEFERRED INCOME TAX BENEFIT                                                               ---                  ---

MINORITY INTEREST IN EARNINGS OF
   CONSOLIDATED JOINT VENTURE                                                           8,367                7,220
                                                                                 ------------         ------------

NET LOSS                                                                         $ (2,228,783)        $ (1,862,266)
                                                                                 ------------         ------------

NET LOSS PER COMMON SHARE-
   Basic                                                                         $      (0.13)        $      (0.15)
                                                                                 ============         ============

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

                                                     5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            CROWN ENERGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   [Unaudited]


                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                 ---------------------------------
                                                                                     2002                2001
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
  Net (loss)                                                                     $ (2,228,783)        $ (1,862,266)
                                                                                 ------------         ------------
  Adjustments to reconcile net loss to net cash used by operating
    activities:
      Amortization, depreciation and depletion                                        192,016              177,725
      Minority interest                                                                (8,367)              (7,220)
      Change in assets and liabilities:
         Accounts receivable                                                          287,941              741,746
         Inventory                                                                   (418,225)            (272,519)
         Prepaid and other assets                                                    (320,532)            (138,573)
         Accounts payable                                                             389,665              479,219
         Accrued expenses and interest                                                754,083              503,224
                                                                                 ------------         ------------

             Total adjustments                                                        876,581            1,483,602
                                                                                 ------------         ------------

             Net cash used in operating activities                                 (1,352,202)            (378,664)
                                                                                 ------------         ------------

Cash flows from investing activities:
      Purchase of property and equipment                                              (28,230)            (141,195)
                                                                                 ------------         ------------

Cash flows from financing activities:
      Capital contributions from partners                                              13,614               20,421
      Payments on long-term debt                                                      (87,100)             (43,943)
                                                                                 ------------         ------------

             Net cash used in financing activities                                    (73,486)             (23,522)
                                                                                 ------------         ------------

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

                                                   6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    CROWN ENERGY CORPORATION
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           [Unaudited]
                                           [Continued]


                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                 ---------------------------------
                                                                                     2002                2001
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
             Net Increase (Decrease) in Cash:                                    $ (1,453,918)        $   (543,381)
                                                                                 ============         ============

Cash at Beginning of Period                                                      $  2,652,858         $  2,878,141
                                                                                 ============         ============

Cash at End of Period                                                            $  1,198,940         $  2,334,760
                                                                                 ============         ============


Supplemental Disclosure of Cash Flow Information
      Cash paid during the period:
        Interest                                                                 $     93,649         $    150,270
                                                                                 ============         ============
        Income taxes                                                                      ---                  ---
                                                                                 ============         ============

Supplemental Schedule of Non-cash Investing and Financing Activities:

      For the period ended March 31, 2002:

     On February 28, 2002, the Company issued 13,793,103 shares of common stock
to its preferred stockholders as a payment for preferred stock dividends payable
totaling $200,000.

     During the period, the Company accrued dividends on preferred stock of
$100,000 and $14,151 of accretion on preferred stock.

     For the period ended March 31, 2001:

     During the period, the Company accrued dividends on preferred stock of
$100,000 and $14,151 of accretion on preferred stock.


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

                                                          7
</TABLE>
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying  consolidated  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,  2002 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, 2001
     Annual Report on Form 10-K.  The results of operations for the period ended
     March 31, 2002 are not necessarily  indicative of the operating results for
     the full year.

     Summary of Disputes - The Company  and its joint  venture  partner in Crown
     Asphalt  Distribution,  L.L.C.  ("Crown  Distribution")  and Crown  Asphalt
     Ridge,  L.L.C.  ("Crown  Ridge"),  MCNIC  Pipeline and  Processing  Company
     ("MCNIC"),  executed a Settlement  Agreement ("the  Settlement  Agreement")
     March 8, 2002.  The  Settlement  Agreement  is  discussed  in detail in the
     Company's  December 31, 2001 Annual  Report on Form 10-K. On April 30, 2002
     the Company paid the amount  described  in its Annual  Report to extend the
     option  period.  There can be no assurance that the Company will be able to
     obtain the requisite financing to satisfy the Settlement Agreement on terms
     which are  acceptable to the Company.  Interested  persons  should note the
     significant and material risks facing the Company, and the negative impacts
     the Company  would  experience  in the event the Company does not or is not
     able to exercise the settlement option.

     Organization  - Crown  Energy  Corporation  ("CEC")  and  its  wholly-owned
     subsidiaries,  Crown Asphalt Corporation ("CAC") and Crown Asphalt Products
     Company ("Capco") and Crown  Distribution,  an entity in which Capco owns a
     majority interest (collectively referred to as the "Company"),  are engaged
     in the mining, production, and selling of asphalt products.

     Majority  Owned  Subsidiaries  -  Capco  is  the  majority-owner  of  Crown
     Distribution,  Crown Distribution is a joint venture formed on July 2, 1998
     between  Capco and MCNIC for the  purpose of  acquiring  certain  assets of
     Petro Source Asphalt Company ("Petro Source").  Capco owns 50.01% and MCNIC
     owns  49.99%  of  Crown  Distribution.  Capco  is  the  operator  of  Crown
     Distribution.  Crown Distribution owns a majority interest in Crown Asphalt
     Terminal,  L.L.C.  ("CAT, LLC"). CAT, LLC is a joint venture formed on June
     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.

NOTE 2 - WORKING CAPITAL CREDIT FACILITY

     As described in detail in the Company's  Annual Report on Form 10-K for the
     year ended December 31, 2000,  MCNIC,  pursuant to its rights granted under
     the  Crown  Distribution   Operating  Agreement,   elected  to  loan  Crown
     Distribution  amounts to cover its working capital  requirements in lieu of
     it obtaining a line of credit from a third party financial institution.  As
     of March  31,  2002,  MCNIC had  loaned  Crown  Distribution  approximately
     $14,935,222.  Pursuant to a decision  rendered in final  arbitration it was
     concluded  that  all of the  foregoing  principal  amounts,  together  with
     accrued  interest  of  $5,343,655  as of  March  31,  2002  are now due and
     payable.  A judgment for this amount was entered in favor of MCNIC  against
     Crown Distribution which is secured by the majority of Crown Distribution's
     assets. As noted elsewhere,  significant and materially  adverse impacts on
     the Company would result from MCNIC's  foreclosure on Crown  Distribution's
     assets.

                                       8
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


NOTE 3 - CAPITAL TRANSACTIONS

     Preferred  Stock - The Company is authorized to issue  1,000,000  preferred
     shares,  par value $.005 per share.  The Company issued and has outstanding
     500,000  shares of its  Series A  Cumulative  Convertible  Preferred  Stock
     ("Series A Preferred").  Each share of Series A Preferred is convertible at
     the option of its holder,  at any time, into 8.57 shares of common stock of
     the Company.  Dividends accrue on the outstanding Series A Preferred at the
     rate of 8% per annum and may be paid through  cash or common  shares of the
     Company  at the option of the  holder.  Subject  to the  holder's  right to
     convert  the  Series A  Preferred,  the  Company  may  redeem  the Series A
     Preferred  at any time from the date on which it is issued at a  percentage
     of the Series A Preferred's  stated value of $10 per share;  130% of stated
     value  if  redemption  occurs  within  thirty-six  months  of the  date  of
     issuance,  115% of stated value if redemption occurs between thirty-six and
     forty-eight  months  after the date of  issuance,  110% of stated  value if
     redemption  occurs between  forty-eight  and sixty months after the date of
     issuance,  and 100% if  redemption  occurs  thereafter.  The  holder of the
     Series A  Preferred  may also  require  the  Company to redeem the Series A
     Preferred  after  the  eighth  anniversary  of  the  Series  A  Preferred's
     issuance.  The holders of the Series A Preferred shall have the right,  but
     shall not be obligated, to appoint 20% of the Company's Board of Directors.
     The  Company  may not alter the  rights  and  preferences  of the  Series A
     Preferred,   authorize   any  security   having   liquidation   preference,
     redemption,  voting or dividend  rights  senior to the Series A  Preferred,
     increase the number of Series A Preferred,  reclassify  its  securities  or
     enter into specified extraordinary events without obtaining written consent
     or an  affirmative  vote of at least 75% of the holders of the  outstanding
     shares of the Series A Preferred  stock.  All voting rights of the Series A
     Preferred  expire upon the  issuance by the Company of its notice to redeem
     such shares.  The shares of common stock  issuable  upon  conversion of the
     Series  A  Preferred  are  subject  to  adjustment  upon  the  issuance  of
     additional  shares of the  Company's  common  stock  resulting  from  stock
     splits,  share  dividends,  and  other  similar  events as well as upon the
     issuance of  additional  shares or options  which are issued in  connection
     with the Company's  equity  investment or as  compensation to any employee,
     director,  consultant,  or other  service  provider  of the  Company or any
     subsidiary,  other than options to acquire up to 5% of the Company's common
     stock at or less than fair market value.  In conjunction  with the issuance
     of the preferred stock described above, the Company issued a warrant to the
     holders of the preferred  stock.  The fair value of the warrant at the date
     of issuance was  estimated  to be $283,019  and was recorded to  additional
     paid-in  capital and as a reduction  to the stated  value of the  preferred
     stock.  The  reduction  in  preferred  stock  is  being  accreted  over the
     five-year period from the date of issuance to the earliest exercise date of
     the warrant.  Upon the fifth  anniversary  of the issuance of the preferred
     stock, the warrant becomes exercisable, at $.002 per share, into the number
     of common shares of the Company equal to (a) $5,000,000 plus the product of
     (i) $5,000,000  multiplied by (ii) 39% (internal rate of return) multiplied
     by (iii) 5 years ($14,750,000),  minus (b) the sum of (i) all dividends and
     other  distributions  paid by the Company on the preferred  stock or on the
     common stock received upon  conversion of the preferred stock plus (ii) the
     greater of the proceeds  from the sale of any common stock  received by the
     holder  upon the  conversion  of the  preferred  stock  prior to the  fifth
     anniversary  date or the  Terminal  Value (as defined) of such common stock
     sold  before the fifth  anniversary  plus (iii) the  terminal  value of the
     preferred  stock and common stock received upon conversion of the preferred
     stock then  held,  divided by (c) the fair  market  value of the  Company's
     common  stock  on a  weighted  average  basis  for the 90 days  immediately
     preceding  the fifth  anniversary  date of the  issuance  of the  preferred
     stock.  Terminal  Value is  defined  as the sum of (i) the shares of common
     stock into which the preferred  stock then held is  convertible,  plus (ii)
     shares of  common  stock  received  upon  conversion  of  preferred  stock,
     multiplied  by the fair market  value of the  Company's  common  stock on a
     weighted  average  basis for the 90 days  immediately  preceding  the fifth
     anniversary  date of the issuance of the preferred stock. The warrants will
     expire in 2007.  As disclosed in the  Company's  Annual Report for the year
     ended  December 31,  2001,  the Series A Preferred  Stock was  purchased in
     November 2001 by Manhattan Goose, L.L.C.  ("Manhattan Goose"), an entity in
     which Messrs.  Jay Mealey and Andrew W. Buffmire own interests.  Mr. Mealey
     is Chief Executive Officer and a director of the Company. Mr. Buffmire is a
     director of the Company. Also, as disclosed in the Annual Report, Manhattan
     Goose  was  issued  $200,000  of  accrued  dividends  in the  form of share
     dividends amounting to 13,793,103 shares of common stock.

                                       9
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


NOTE 4 - COMMON STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

     At March 31, 2002 and December 31, 2001, common stockholders' equity and
     redeemable preferred stock consists of the following:
<TABLE>
<CAPTION>
                                                                                      2002                 2001
                                                                                  -----------          -----------
     <S>                                                                        <C>                  <C>
     Redeemable preferred stock - $.005 par value; 1,000,000 shares authorized;
     $10.00 stated value; 500,000 Series A cumulative convertible shares issued
     and outstanding; original estimated fair value of $4,716,981, accretion of
     $14,151 and $56,604 for the periods ended March 31, 2002 and December 31,
     2001, respectively, toward the stated value of $5,000,000                   $  4,966,982         $  4,952,831
                                                                                 ============         ============
     Common stockholders' equity:
       Common stock, $.02 par value; 50,000,000 shares
         authorized; 27,428,684  and 13,635,581 shares issued
         and outstanding at March 31, 2002 and December 31, 2001, respectively   $    548,573         $    272,711
       Additional paid-in capital                                                   4,725,357            4,915,370
       Stock warrants outstanding; 683,750 at
         March 31, 2002 and December 31, 2001, respectively                           243,574              243,574
       Common stock subscription receivable from officers                            (549,166)            (549,166)
       Retained deficit                                                           (35,105,451)         (32,876,668)
                                                                                 ------------         ------------
     Total                                                                       $(30,137,113)        $(27,994,179)
                                                                                 ============         ============
</TABLE>

NOTE 5 - 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 years ended March 31, 2002
     and March 31, 2001:
<TABLE>
<CAPTION>
                                                   2002                                   2001
                                      -------------------------------     -----------------------------------
                                           Loss           Per Share             Loss              Per Share
     <S>                                <C>               <C>               <C>                    <C>
     Net Loss                           ($2,228,783)                         ($1,862,266)

     Redeemable preferred stock
       dividends and accretion                            (114,151)                                (114,151)

     Net loss attributable to
       common stockholders              ($2,342,934)        ($0.13)          ($1,976,417)            ($0.15)
                                        ===========       ========           ===========           ========

                                       10
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE (continued)
<CAPTION>
                                                   2002                                   2001
                                      -------------------------------     -----------------------------------
                                           Loss           Per Share             Loss              Per Share
     <S>                                <C>               <C>               <C>                    <C>
     Weighted average common
       shares outstanding -
       basic and diluted                 18,386,539                           13,635,581
                                         ==========                           ==========
</TABLE>

     The Company had at March 31, 2002 and December 31, 2001, incremental
     options and warrants to purchase, computed under the treasury stock method,
     3,163,148 shares of common stock that were not included in the computation
     of diluted earnings (loss) per share because their effect was
     anti-dilutive. The Company also has preferred stock outstanding at March
     31, 2002 and December 31, 2001 which is convertible into approximately
     4,300,000 shares of common stock that was not included in the computation
     of diluted earnings per share as its effect was anti-dilutive. Accordingly,
     diluted earnings per share does not differ from basic earnings.

                                       11
<PAGE>

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


     The following discussion and analysis of the Company's 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 which express,  either directly or by  implication,  management's
beliefs,  expectations or intentions  regarding the Company's future performance
or future  events or trends  which may  affect  the  Company  or its  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 the Company's 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  Company's  products,  continued  or  additional
technical or operational uncertainties and difficulties at the facility of Crown
Asphalt Ridge, L.L.C. ("Crown Ridge"), difficulties in integrating the Company's
recent joint venture and acquisition  related businesses and other similar risks
inherent in the Company's  operations or in business operations  generally.  Any
such risks or uncertainties,  either alone or in combination with other factors,
may cause the actual  results,  performance  or  achievements  of the Company to
differ   materially  from  its  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

     On March  31,  2002,  the  Company  had cash and  other  current  assets of
$4,460,114  as  compared  to cash and  other  current  assets of  $5,502,842  at
December 31, 2001.  The decrease of $1,042,728  was generally due to a reduction
in cash , cash equivalents and accounts receivable.  It is generally anticipated
that the first  quarter of the year will  result in a draw of  working  capital.
This is expected  because the weather in our  service  area  generally  will not
allow for asphalt distribution. The Company's wholly owned subsidiary, Capco, is
the majority owner of Crown Distribution, and also conducts asphalt distribution
independent  of  Crown  Distribution.  Together  Capco  and  Crown  Distribution
accounted for most of the companies cash and other current  assets.  As of March
31, 2002,  Capco and Crown  Distribution  had cash and other  current  assets of
approximately $4,318,590, consisting primarily of $1,117,826 in cash, $1,776,247
in inventory and  $1,087,734  in accounts  receivable,  excluding  related party
balances.  The  Company's  business is capital  intensive and requires a working
capital credit facility to operate  efficiently.  The Company has not had such a
credit facility since 1999, which has resulted in lowered  profitability.  Until
1999,  MCNIC provided loans to Crown  Distribution  for inventory  purchases and
general working capital  requirements.  As of March 31, 2002,  those loans had a
principal balance of $14,935,222.

     As previously  disclosed in the Company's  public filings,  the Company and
MCNIC and certain of its affiliated  corporations and officers have been engaged
in litigation and/or  arbitration  concerning the collection of MCNIC's loans to
the Company and other matters  since March of 2000.  As previously  disclosed in
the Company's  Annual Report for the year ended  December 31, 2001,  the Company
received  an adverse  result  October  2001 in binding  arbitration  where Crown
Distribution  was found to owe MCNIC the  amount  of  $14,953,222  plus  accrued
interest (the "Damages Award") and the Company and its  subsidiaries  were found
to owe $2,609,519 (the "Fee Award").

     Crown  Distribution  also owed MCNIC an additional  $5,325,723 at March 31,
2002, with respect to the Preferential  Capital  Contribution  that funded Crown
Distribution's  acquisition  of the  assets of PSAC.  See Part II Item 1.  Legal
Proceedings.  The Preferential Capital Contribution requires payment solely from
50% of the cash flow from Crown Distribution's operations until repayment of the
face amount plus a 15% rate of return.

                                       12
<PAGE>

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


     On  March  8,  2002,  the  Company  and  MCNIC  entered  into an  agreement
("Settlement Agreement") in which the execution of the Damage Award judgment and
the proceedings to confirm the Fee Award in the Third Judicial Court,  Salt Lake
County,  Utah  were both  stayed.  The terms of the  Settlement  Agreement  also
provide  that the  Company  will have the  option  to  purchase  all of  MCNIC's
interest in Crown  Distribution  by the payment of certain  amounts on or before
September  30,  2002,  and that the stay of the  execution  of the Damage  Award
judgment and the  proceeding  relating to the Fee Award will continue as long as
the option to  purchase  remains  valid.  After April 30,  2002,  the Company is
required to pay $100,000 each month to renew the option for 30 days. The payment
for the first  extension has been made. Upon execution of the option to purchase
and closing by the Company, both MCNIC and the Company will mutually release the
other party from and against all claims,  obligations and liabilities (including
the Damage Award, Fee Award and Preferential Capital Contribution).  See Part II
Item 1. Legal  Proceedings.  The Company  will be required to raise  substantial
additional  capital to extend and to  exercise  the option to  purchase  MCNIC's
interest in Crown Distribution. This may require the Company to sell all or part
of its assets to finance the capital  requirements.  There is no assurance  that
the Company will be able to raise the necessary capital or that the Company will
be able to complete the purchase of MCNIC's  interest.  This could result in the
foreclosure by MCNIC of substantially  all of the assets of Crown  Distribution.
Although the Company would  vigorously  defend against  confirmation  of the Fee
Award against  Crown,  Capco and CAC, there can be no assurance that the Company
would prevail due to the inherent risks of litigation.  If MCNIC were to prevail
and receive a joint and several judgment for the Fee Award, substantially all of
the  remaining  assets of the Company would be at risk of loss to satisfy such a
judgment.  This  would  place the  Company  at serious  risk of  insolvency  and
interested parties are encouraged to note the significant risk of complete loss.

     Crown  Distribution  has continued to accrue interest  expense on the loans
owed to MCNIC and Preferred Contributions for its asphalt distribution business.
For the quarter  ended  March 31,  2002,  $656,233 of interest  expense has been
recorded. If the Company is able to complete the purchase of MCNIC's interest in
Crown Distribution this amount would no longer be an expense to the Company.

     As part of the Settlement  Agreement,  the Company assigned to MCNIC all of
its interest in Crown Ridge. In return the Company received:  (i) the assignment
to CAC of a one percent (1%) non-cost bearing overriding royalty interest in the
"A" tract at Asphalt  Ridge;  (ii) the assignment to CAC of a three percent (3%)
non-cost bearing  overriding  royalty interest in Crown Ridge's other properties
at Asphalt  Ridge;  (iii) the  elimination  of the  promissory  note from CAC to
MCNIC; and (iv) the payment by MCNIC of the MK judgment and  indemnification  of
the Company  against the MK judgment.  The Company will have no further costs in
Crown Ridge. See Item 3. Legal Proceedings.

     The Company remains open to other asphalt related business opportunities to
complement  its  existing  asphalt  distribution  capabilities.  There can be no
assurance that the Company can obtain additional  capital financing  required to
finance such transactions on acceptable terms and conditions.

     The Company has a portion of its accounts  receivable  subject to the risks
and  uncertainties  of litigation  (see Part II Item 1. Legal  Proceedings)  and
subject to  related  collection  risks.  The  Company  is seeking  other ways to
finance its working  capital  requirements,  but there can be no assurance  that
such working capital financing can be secured by the Company.  In the event that
the  Company is unable to  collect  its  current  accounts  receivables,  or the
Company is unable to secure the necessary working capital line of credit for its
operations from third party sources,  or if the Company's  operating  losses and
working  capital  deficits  continue,  or if the Company is unable to recoup the
losses, the Company may not have sufficient capital to operate through 2002.

                                       13
<PAGE>

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


     Results of Operations

     2002 vs. 2001

     Total revenue  increased  from $283,253 for the period ended March 31, 2001
to $468,321 for the period ended March 31, 2002,  an increase of $185,068.  Cost
of sales also  increased  from  $1,075,897 for the period ended March 31,2001 to
$1,312,300  for the period  ended March 31, 2002,  an increase of $236,403.  The
increase  in  revenues  was  primarily  due to an  increase  in sales  volume of
approximately  1500 tons  resulting  from a sales  contract with an early season
start.  The increase in cost of sales was  primarily the result of the increased
sales volume and the  applicable  facility  operating  expenses to process those
tons for sale. Generally,  the asphalt distribution  operations are seasonal and
the Company does not expect  significant  revenues  during this period.  Company
management expects that the asphalt terminal distribution operations will be the
Company's primary means of future growth.

     General and administrative  expenses decreased from $746,423 for the period
ended March 31, 2001 to $622,902 for the period ended March 31, 2002, a decrease
of $123,521. The decrease is primarily due to decreased legal expenses.

     Interest  and other  income/expenses  increased  from net other  expense of
$333,419 for the period  ended March 31, 2001 to net other  expenses of $770,269
for the period ended March 31, 2002, a increase of $436,850.  The 2002 total was
comprised  of  interest  costs  related to the  Company's  Credit  Facility  and
Preferred  Contribution for its asphalt distribution  business of $656,233,  and
other  interest of  $114,036.  The  $656,233 of  interest  costs  related to the
Company's  Credit Facility and Preferred  Contributions  will be reversed if the
Company  is  able  to  complete  the  purchase  of  MCNIC's  interest  in  Crown
Distribution.

     Minority interest of $8,367 represents Foreland's  approximate 33% interest
in the loss of CAT, LLC.

                                       14
<PAGE>

                      ITEM 3. QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

     The Company  does not believe it is subject to the  material  risks of loss
related to certain market risks,  such as interest rate risks,  foreign currency
exchange rate risks or similar risks,  and therefore the Company does not engage
in transactions, such as hedging or similar transactions in derivative financial
instruments, intended to reduce its exposure to such risks. However, the Company
is  subject to  general  market  fluctuations  related  to the  purchase  of its
basestock  asphalt and may suffer  reduced  operating  margins to the extent its
increased costs are not passed through to its customers.  Such prices  generally
fluctuate  with the price of crude  oil.  The  Company is  prevented  in certain
contracts  with MCNIC from  utilizing  any hedging  strategies  to minimize  any
market price changes.  The Company believes the inability to protect itself from
market fluctuations may negatively impact its profit margins.

     The Company is also subject to certain price  escalation and  de-escalation
clauses in its  asphalt  distribution  sales  contracts.  The  Company  supplies
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. The Company includes such de-escalation risk into
its bid process and does not believe it has material  exposure to risk resulting
from these regulations.

                                       15
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings

     In late  July and  August,  2001,  the  Company  participated  in a binding
arbitration  proceeding  (the  "Arbitration")  in Salt Lake City,  Utah  against
MCNIC,  its related  entities  and certain of their  officers.  The  Arbitration
addressed all claims previously asserted between the parties either in the Third
Judicial  District  Court of Salt Lake  County in a  proceeding  entitled  MCNIC
Pipeline & Processing  Company v. Crown Asphalt  Distribution Civil No. 00904867
(the "State  Action") and the  proceeding  filed in the United  States  District
Court  for  the  District  of  Utah  Central  Division   entitled  Crown  Energy
Corporation,  et al. v. MCN Energy Group, Inc. et al., Civil No. 2CV-0583ST (the
"Federal  Action").  In summary,  in the State Action,  MCNIC alleged that funds
previously  advanced by it to Crown  Distribution  in an amount in excess of $14
million, plus interest,  were immediately due and payable. MCNIC also sought the
appointment  of a  receiver  for  Crown  Distribution's  assets  and  sought  to
foreclose on security interests in the assets of Crown Distribution.

     In contrast,  the Company  asserted that the funds  previously  advanced to
Crown  Distribution by MCNIC were part of a revolving  credit facility which was
not due and  payable at that time and from which  Crown  Distribution  should be
able to make additional  draws.  Further,  the Company sought  recovery  against
MCNIC,  its related  entities and certain of its officers  under other causes of
action, including breach of fiduciary duties, economic duress, breach of implied
covenants of good faith and fair dealing,  breach of contracts  and  intentional
interference with business relations.

     On October 31,  2001,  the  Arbitrator  issued a damage  award (the "Damage
Award") in which he held that MCNIC's  loans were due and payable with  interest
accruing  on such  loans  from 8% to 18%,  depending  upon the  particular  loan
involved. The decision also failed to find for the Company on its claims against
MCNIC,  its related  entities and  officers.  The Damage Award was  subsequently
confirmed by the Third  Judicial  District  Court of Salt Lake County,  State of
Utah on February 7, 2002.  The amount of the Damage  Award as of March 29, 2002,
is $20,266,822.71, with interest accruing daily in the amount of $5,102.84.

     In addition,  the Arbitrator  awarded  $2,609,518.69 in fees and costs (the
"Fee  Award") to MCNIC  against the Company and its related  entities on a joint
and several basis. The Fee Award has yet to be confirmed by the appropriate Utah
state court and proceedings  regarding it have been stayed as further  explained
below.

     On March 8, 2002, the Company and MCNIC,  its related  entities and certain
of its officers  executed the Settlement  Agreement.  Pursuant to the Settlement
Agreement,  the Company  transferred all of its interests in Crown Ridge and the
leases  relating to the Asphalt  Ridge  properties  to MCNIC.  In addition,  the
Company and its  officers  agreed not to compete with Crown Ridge in the Western
United  States and Western  Canada in any way with regard to tar sands  leasing,
mining,  extraction  or  processing  for a period of three years.  However,  the
Settlement  Agreement  provides  that the  Company  may  continue to conduct its
present business of buying, storing, blending and selling asphalt.

     In exchange for the  assignment  of the Crown Ridge  interest,  the Company
received (i) MCNIC's  commitment to pay the MK Judgment and its  indemnification
of the Company from the MK Judgment,  (ii) the assignment  from Crown Ridge of a
1% non-cost bearing,  overriding royalty interest in the sales proceeds received
by Crown Ridge or its successors  and assigns from any products  produced on the
assigned  leases of  "Tract  A" at  Asphalt  Ridge  and a 3%  non-cost  bearing,
overriding  royalty  interest  in  proceeds  received  by  Crown  Ridge  or  its
successors and assigns from any other lands which are currently  leased by Crown
Ridge or the Company,  and (iii) the mutual  release  between the parties of any
known or unknown  claims  between them  relating to Crown Ridge,  including  the
obligation of the Company to pay the CAC Loan.

     Pursuant to the Settlement  Agreement,  the Company also acquired an option
to purchase all of MCNIC's rights, title and interests in, or relating to, Crown
Distribution (including its right to receive the Damage Award and the Fee Award)
for an  amount  equal to  $5,500,000  (the  "Purchase  Price").  The  Settlement
Agreement  provides that the Purchase Price shall be paid through the payment of
$200,000  at  execution  with the balance due upon the closing of the Option (if
such closing  occurs on or before  April 30,  2002).  After April 30, 2002,  the

                                       16
<PAGE>

Company  shall have the right to extend the Option until  September 30, 2002, by
making an  additional  $100,000  payment for each 30 days by which the Option is
extended.  On April 30, 2002, the Company did in fact pay $100,000 to extend the
option for a period of 30 days. If the Company closes under the Option, then all
payments  made to MCNIC  shall be  credited  against  the  Purchase  Price.  If,
however,  the Company does not exercise the Option, the initial $200,000 payment
shall be credited against the Company's ultimate liability under the Fee Award.

     Promptly following the execution of the Settlement  Agreement,  the Company
and MCNIC  stayed all  pending  litigation  relating to the  Arbitration  or any
enforcement of its conclusion issued as a result of it. The Settlement Agreement
provides that if the Company does not exercise the Option,  MCNIC may execute on
the Damage  Award and that the parties may either move to confirm or appeal,  as
the case may be, the Fee Award.

     Management  of the  Company  believes  that  under  the  severe  legal  and
financial  constraints  facing  the  Company  as a result  of the  Arbitration's
outcome,  the negotiation and execution of the Settlement  Agreement were in the
best interests of the Company and its shareholders. Management of the Company is
presently taking actions intended to permit it to exercise the Option but cannot
assure that it will be successful in obtaining the requisite  financing on terms
which are acceptable to the Company.  Further,  the Company cannot describe what
form future financing might take.

ITEM 2.  Changes in Securities

     None.

ITEM 3.  Defaults upon Senior Securities

     The  Decision in the  arbitration  of the  dispute  between the Company and
MCNIC  received  on  November  5,  2001  held  that  loans  from  MCNIC to Crown
Distribution  were due and  payable,  along with  accrued  interest,  and are in
default.  As of September 30, 2001, the Company  asserts that these loans had an
outstanding principal balance of $14,935,222 and accrued interest of $4,414,942.
See Part I - Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations; Part II - Item 1: Legal Proceedings.

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

     Report  on Form 8-K dated  April  23,  2002  discussing  the  status of the
Settlement  Agreement  between MCNIC and Crown, and the issuance of common share
dividends to Manhattan Goose.

                                       17
<PAGE>

                              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 15, 2002                       By: /s/ Jay Mealey
                                             -----------------------------------
                                             Jay Mealey, Chief Executive Officer


Date: May 15, 2002                       By:  /s/ Alan Parker
                                             -----------------------------------
                                             Alan Parker, Controller

                                       18