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

                                  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 June 30, 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 incorporation             (I.R.S. Employer
         or organization)                                Identification No.)

         215 South State Street, 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 June 30, 2002.

<PAGE>

                            CROWN ENERGY CORPORATION

                                      INDEX

                                                                         PAGE(S)

PART I. Financial Information


         ITEM 1.  Financial Statements

           Condensed Consolidated Balance Sheets at June 30, 2002
             (unaudited) and December 31, 2001                              3

           Condensed Consolidated Statement of Operations for the
             Three Months ended June 30, 2002 and 2001 (unaudited)          5

           Condensed Consolidated Statement of Operations for the
             Six Months ended June 30, 2002 and 2001 (unaudited)            6

           Condensed Consolidated Statement of Cash Flows for the
             Six Months ended June 30, 2002 and 2001 (unaudited)            7

           Notes to Condensed Consolidated Financial Statements
             (unaudited)                                                    9


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

         ITEM 3. Quantitative and Qualitative Disclosures about
                 Market Risk                                               17


PART II. Other Information

         ITEM 1. Legal Proceedings                                         18

         ITEM 2. Changes in Securities                                     19

         ITEM 3. Defaults upon Senior Securities                           19

         ITEM 4. Submission of Matters to a Vote of Security Holders       19

         ITEM 5. Other Information                                         19

         ITEM 6. Exhibits and Report on Form 8-K                           20


PART III. Signatures                                                       21

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

ITEM 1. FINANCIAL STATEMENTS

                                            CROWN ENERGY CORPORATION
                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     ASSETS


                                                                                June 30, 2002        December 31,
                                                                                  [unaudited]            2001
                                                                               --------------       --------------
<S>                                                                            <C>                  <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                 $      538,469       $    2,652,858
     Accounts receivable, net of allowance for uncollectible
        accounts of 874,736 and $1,722,482  respectively                            4,142,048            1,378,610
     Inventory                                                                      1,986,182            1,358,022
     Prepaid and other current assets                                                 341,573               87,652
     Deposits on Settlement Option                                                    300,000                    0
     Related Party Receivable                                                          25,700               25,700
                                                                               --------------       --------------


          Total Current Assets                                                      7,333,972            5,502,842

PROPERTY PLANT, AND EQUIPMENT, Net                                                  9,778,032            9,590,787

OTHER INTANGIBLE ASSETS, Net                                                          315,430              340,430

OTHER ASSETS                                                                          306,036              283,206
                                                                               --------------       --------------

TOTAL                                                                          $   17,733,470       $   15,717,265
                                                                               ==============       ==============

</TABLE>
                                                             3
<PAGE>
<TABLE>
<CAPTION>
                                            CROWN ENERGY CORPORATION
                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                      LIABILITIES AND STOCKHOLDERS' DEFICIT



                                                                                June 30, 2002         December 31,
                                                                                 [unaudited]              2001
                                                                               --------------       --------------
<S>                                                                            <C>                  <C>
CURRENT LIABILITIES
     Accounts payable                                                          $    3,554,623       $      410,564
     Preferred stock dividends payable                                              1,200,000            1,200,000
     Accrued expenses                                                                  55,298              175,794
     Accrued Arbitration costs                                                      2,609,519            2,609,519
     Accrued interest                                                               8,810,229            7,473.512
     Long-term debt - current portion                                                 380,040              347,153
     Line-of-credit to related party                                               14,935,222           14,935,222
                                                                                   ------------       ------------

     Total current liabilities                                                     31,544,931           27,151,764
                                                                                   -------------     -------------


MINORITY INTEREST IN CONSOLIDATED
     JOINT VENTURES                                                                   490,326              476,793

CAPITALIZATION:
     Long-term debt principally due to related party                                7,959,483           11,130,056
     Redeemable preferred stock                                                     4,981,133            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                                                   4,611,206            4,915,370
       Stock subscription receivable from officers                                   (549,166)            (549,166)
       Stock warrants                                                                 243,574              243,574
       Accumulated deficit                                                        (32,096,590)         (32,876,668)
                                                                               --------------       --------------
             Stockholders' deficit                                                (27,242,403)         (27,994,179)
                                                                               --------------       --------------

TOTAL                                                                          $   17,733,470       $   15,717,265
                                                                               ==============       ==============

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



                                                                                    For the Three Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     2002                  2001
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
SALES, Net of demerits                                                          $   6,184,136        $   7,362,337

COST OF SALES                                                                       5,685,865            6,497,765
                                                                                -------------        -------------

GROSS PROFIT (LOSS)                                                                   498,271              864,572

GENERAL AND ADMINISTRATIVE EXPENSES                                                  (654,438)            (848,638)
   Bad debt recovery on accounts previously allowed for                               847,746                    0
                                                                                -------------        -------------

INCOME FROM OPERATIONS                                                                691,579               15,934
                                                                                -------------        -------------

OTHER INCOME (EXPENSES):
   Interest income and other income                                                     1,379               21,573
   Interest and other expense                                                        (694,408)            (624,780)
   Gain on Divestiture of Affiliate                                                 2,998,176                    0
                                                                                -------------        -------------
        Total other income (expense), net                                           2,305,147             (603,207)
                                                                                -------------        -------------
INCOME (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTERESTS                                                           2,996,726             (587,273)
                                                                                -------------        -------------


DEFERRED INCOME TAX BENEFIT                                                               ---                  ---

MINORITY INTEREST IN EARNINGS OF
   CONSOLIDATED JOINT VENTURE                                                          12,135                3,982
                                                                                -------------        -------------

NET INCOME (LOSS)                                                                   3,008,861        $    (583,291)
                                                                                -------------        -------------

NET INCOME (LOSS) PER COMMON SHARE-
   Basic and diluted                                                            $        0.11        $       (0.04)
                                                                                =============        =============

</TABLE>
                                                              5
<PAGE>
<TABLE>
<CAPTION>
                                            CROWN ENERGY CORPORATION
                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                   [Unaudited]



                                                                                      For the Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                      2002                2001
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
SALES, Net of demerits                                                          $   6,652,457        $   7,645,590

COST OF SALES                                                                       6,998,165            7,573,662
                                                                                -------------        -------------

GROSS PROFIT (LOSS)                                                                  (345,708)              71,928

GENERAL AND ADMINISTRATIVE EXPENSES                                                (1,277,340)          (1,592,061)
   Gain on bad debt recovery                                                          847,746                    0
                                                                                -------------        -------------

INCOME (LOSS) FROM OPERATIONS                                                        (775,302)          (1,520,133)
                                                                                -------------        -------------
OTHER INCOME (EXPENSES):
   Interest income and other income                                                     3,534               62,918
   Gain on Insurance Settlement                                                             0              278,492
   Interest and other expense                                                      (1,466,832)          (1,278,036)
   Gain on Divestiture of Affiliate                                                 2,998,176                    0
                                                                                -------------        -------------


        Total other income (expense), net                                           1,534,878             (936,626)
                                                                                -------------        -------------

INCOME (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTERESTS                                                             759,576           (2,456,759)
                                                                                -------------        -------------


DEFERRED INCOME TAX BENEFIT                                                               ---                  ---

MINORITY INTEREST IN EARNINGS OF
   CONSOLIDATED JOINT VENTURE                                                          20,502               11,202
                                                                                -------------        -------------

NET INCOME (LOSS)                                                                     780,078        $  (2,445,557)
                                                                                -------------        -------------

NET INCOME (LOSS) PER COMMON SHARE-
   Basic and diluted                                                            $        0.02        $       (0.20)
                                                                                =============        =============

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



                                                                                     For the Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     2002                2001
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
Cash flows from operating activities:
  Net income (loss)                                                                   780,078        $  (2,445,557)
  Adjustments to reconcile net income (loss) to net cash
    used by operating activities:
      Amortization, depreciation and depletion                                        385,839              370,132
      Provision for doubtful accounts receivable                                     (847,746)              (1,183)
      Gain on divestiture of affiliate                                             (2,998,176)                   0
      Minority interest                                                               (20,502)             (11,202)
      Change in assets and liabilities:
        Accounts receivable                                                        (1,915,692)          (3,054,752)
        Inventory                                                                    (628,160)              24,326
        Prepaid and other assets                                                     (276,751)             (71,539)
        Deposits on settlement option                                                (300,000)                   0
        Accounts payable                                                            3,144,059            3,162,616
        Accrued expenses and interest                                               1,216,221            1,149,847
                                                                                -------------        -------------

              Total adjustments                                                    (2,240,908)           1,568,245
                                                                                -------------        -------------

        Net cash used in operating activities                                      (1,460,830)            (877,312)
                                                                                -------------        -------------


Cash flows from investing activities:
  Purchase of property and equipment                                                 (524,457)            (447,341)
                                                                                -------------        -------------

               Net cash used by investing activities                                 (524,457)            (447,341)
                                                                                -------------        -------------

Cash flows from financing activities:
  Capital contributions from partners                                                  34,035               47,649
  Payments on long-term debt                                                         (163,137)            (128,108)
                                                                                -------------        -------------

               Net cash used in financing activities                                 (129,102)             (80,459)
                                                                                -------------        -------------

                                                           7
<PAGE>
<CAPTION>
                                            CROWN ENERGY CORPORATION
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   [Unaudited]
                                                   [Continued]



                                                                                     For the Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     2002                2001
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
         Net Increase (Decrease) in Cash:                                       $  (2,114,389)       $  (1,405,112)
                                                                                =============        =============

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

Cash at End of Period                                                           $     538,469        $   1,473,029
                                                                                =============        =============


Supplemental Disclosure of Cash Flow Information
       Cash paid during the period:
           Interest                                                             $     108,957        $     293,864
                                                                                =============        =============

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

Supplemental Schedule of Non-cash Investing and Financing Activities:

      For the period ended June 30, 2002:

         The Company acquired $23,627 of equipment through term financing.
         The Company issued 13,793,103 shares of its common stock as payment for
           $200,000 of preferred stock dividends.
         The Company accrued preferred stock dividends payable of $200,000 and
           accretion of $28,302.

      For the period ended June 30, 2001:

         The Company acquired $187,038 of equipment in exchange for capital
           leases
         The Company accrued preferred stock dividends payable of $200,000 and
          accretion of $28,302.
</TABLE>
                                                                8
<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 June 30, 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 June 30, 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 or before April 30, May 31, June 30, and July 31, 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 production, manufacturing, distribution
         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 Cowboy 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, 2001, 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 June 30, 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

                                       9
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


         principal amounts, together with accrued interest of $5,808,012 as of
         June 30, 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.

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

                                       10
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


         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.

NOTE 4 - COMMON STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

         At June 30, 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
         $28,302 and $56,604 for the periods ended June 30, 2002 and December 31,
         2001, respectively, toward the stated value of $5,000,000                   $  4,981,133         $  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 June 30, 2002 and December 31, 2001, respectively         $548,573            $ 272,711
          Additional paid-in capital                                                    4,611,206            4,915,370
          Stock warrants outstanding; 683,750 at
            June 30, 2002 and December 31, 2001, respectively                             243,574              243,574
          Common stock subscription receivable from officers                             (549,166)            (549,166)
          Retained deficit                                                            (32,096,590)         (32,876,668)
                                                                                     ------------         ------------

         Total                                                                       $(27,242,403)        $(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 June
         30, 2002 and June 30, 2001:
<TABLE>
<CAPTION>
                                                                     2002                          2001
                                                       ------------------------------  ----------------------------
                                                        Profit (Loss)     Per Share        Loss          Per Share
<S>                                                     <C>                 <C>           <C>              <C>
     Net Profit (Loss)                                  $  780,078                        $(2,445,557)

     Redeemable preferred
       stock dividends and accretion                      (228,302)                          (228,302)
                                                        ----------                         ----------

                                                  11
<PAGE>

                            CROWN ENERGY CORPORATION
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


NOTE 5 - LOSS PER SHARE (continued)
<CAPTION>
                                                                     2002                          2001
                                                       ------------------------------  ----------------------------
                                                        Profit (Loss)     Per Share        Loss          Per Share
<S>                                                     <C>                 <C>           <C>              <C>
         Net profit (loss) attributable to
             common stockholders                        $  551,776          $0.02         $(2,673,859)     $(0.20)
                                                        ==========          =====         ===========      ======

         Weighted average common
           shares outstanding -
             basic and diluted                          22,932,590                         13,635,581
                                                        ==========                        ===========
</TABLE>

         The Company had at June 30, 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
         June 30, 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. As of June 30, 2002, there were dividend
         arrearages in the amount of $1,200,000 on the Company's preferred
         stock. Pursuant to the designations and preferences of the preferred
         stock, the foregoing arrearages could be satisfied by the issuance of
         shares of the Company's common stock in lieu of cash payments at the
         "fair market value" of the common stock as defined in the designations
         and preferences. As of June 30, 2002, approximately 52,173,913 shares
         of common stock could have been issued at the then "fair market value"
         in satisfaction of the preferred stock dividend arrearages.

NOTE 6 - BAD DEBT RECOVERY ON ACCOUNTS PREVIOUSLY ALLOWED FOR

         During the three months ended June 30, 2002 the Company collected on
         significant receivables it had provided an allowance for in a prior
         year in the amount of $847,746. The Company has recognized this
         collection through operations as a bad debt recovery.


NOTE 7 - GAIN ON DIVESTITURE OF INTEREST IN AFFILIATE

         Pursuant to the settlement agreement with MCNIC the Company assigned to
         MCNIC all of its interest in Crown Ridge. In return, the Company's
         wholly owned subsidiary, CAC, received certain overriding royalty
         interests in Crown Ridge's properties and MCNIC relieved CAC of its
         promissory note obligation of $2,998,176 which the Company has
         recognized as a gain in the statement of operations.

                                       12
<PAGE>

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS 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
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 June 30, 2002, the Company had cash and other current assets of
$7,333,972 as compared to cash and other current assets of $5,502,842 at
December 31, 2001. The increase of $1,831,130 was generally due to the increase
in accounts receivable attributable to asphalt sales in the second quarter of
2002. However, on June 30, 2002, the Company's working capital deficit (the
excess of current liabilities over current assets) increased to $24,210,959, as
compared to $21,648,922 on December 31, 2001. 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 Company's cash and other
current assets. As of June 30, 2002, CAPCO and Crown Distribution had cash and
other current assets of approximately $6,893,639, consisting primarily of
$466,007 in cash, $1,986,182 in inventory and $4,138,187 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 June 30,
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 were 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, 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 June 30,
2002, with respect to the preferential capital contribution (the "Preferential
Capital Contribution") that funded Crown Distribution's acquisition of the
assets of PSAC. The Preferential Capital Contribution requires payment solely
from 50% of the cash flow from Crown Distribution's operations, if any, until
repayment of the face amount plus a 15% rate of return.

                                       13
<PAGE>

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


         On March 8, 2002, the Company and MCNIC entered into an agreement
("Settlement Agreement") in which the execution of the Damages 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 Damages 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 extensions through August 2002 have 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 Damages 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 six months ended June 30, 2002, $1,319,756 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 which has been recognized as a gain on divestiture of
affiliate in the statement of operations; and (iv) the payment by MCNIC of a
judgment obtained by Morrison Knudsen (the "MK Judgment") against CAC in its
capacity as operator of Crown Ridge and indemnification of the Company against
the MK Judgment. The Company will have no further costs in Crown Ridge. See Part
II, Item 1. 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.

                                       14
<PAGE>

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


Accounting Policies

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

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

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

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

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

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

     Results of Operations

         For the three month period ending June 30, 2002 compared to the three
         month period ending June 30, 2001

         Total revenue decreased from $7,362,337 for the three month period
ended June 30, 2001 to $6,184,136 for the three month period ended June 30,
2002, a decrease of $1,178,201. Cost of sales decreased from $6,497,765 for the
same period in 2001 to $5,685,865 for the same period in 2002, a decrease of
$811,900. The decrease in revenues was primarily the result of a decrease in
sales volume of approximately 7,490 tons. This was partially offset by increased
revenue per ton on the sales volume. The decrease in cost of sales is primarily
the result of the reduced volume of asphalt sold.

         General and administrative expenses decreased from $848,638 for the
three month period ended June 30, 2001 to $654,438 for the three month period
ended June 30, 2002, a decrease of $194,200. This decrease is primarily due to
two factors: (i) decreased legal expenses; and (ii) efficiencies in reducing
labor costs. $847,746 of bad debt recovery was recorded as described in Note 6.

         Net other income/expenses decreased from an expense of $603,207 for the
three month period ended June 30, 2001 to income of $2,305,147 for the three
month period ended June 30, 2002, an expense decrease of $2,908,354. This
increase is primarily made up of $2,998,176 gain on divestiture of the Crown
Ridge interest to MCNIC as described in Note 7 . Interest included in other
income/expense that is related to the Company's Credit Facility and Preferred
Contribution for its asphalt distribution business is $663,524 for the three
months ending June 30, 2002. This amount is partially offset by interest income
and other income of $1,379.

                                       15
<PAGE>

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


         Minority interest of $12,135 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.

         For the six month period ended June 30, 2001, compared to the six
months ended June 30, 2000

         Total revenue decreased from $7,645,590 for the period ended June 30,
2001 to $6,652,457 for the period ended June 30, 2002, a decrease of $993,133.
Cost of sales also decreased from $7,573,662 for the period ended June 30, 2001
to $6,998,165 for the period ended June 30, 2002, a decrease of $575,497. The
decrease in revenues was primarily due to a reduction in sales volume of
approximately 5,980 tons offset partially by increased revenue per ton. The
decrease in cost of sales is primarily the result of lower asphalt sales volume.

         General and administrative expenses decreased from $1,592,061 for the
period ended June 30, 2001 to $1,277,340 for the period ended June 30, 2002, a
decrease of $314,721. This decrease is primarily due to decreased legal expenses
and labor efficiencies. $847,746 of bad debt recovery was recorded as described
in Note 6.

         Net other income/expenses decreased from an expense of $936,626 for the
period ended June 30, 2001 to income of $1,534,878 for the period ended June 30,
2002, an expense decrease of $2,471,504. The 2002 total was comprised of
$1,319,756 interest related to the Company's credit facility and the
Preferential Capital Contribution for its asphalt distribution business, and
other interest costs of $147,076. This amount is offset by a gain on divestiture
of the Crown Ridge interest to MCNIC as described in Note 7 of $2,998,176, and
interest income and other income of $3,534.

         Minority interest of $ 20,502 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.

                                       16
<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.

                                       17
<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 damages award (the
"Damages 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 Damages 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 Damages Award as of June
30, 2002, is $20,743,231.22, 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 Damages 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

                                       18
<PAGE>

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 Company has 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 or before the last day of April, May, June and July 2002, the
Company did in fact pay the $100,000 payment to extend the option for a
additional 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 Damages 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.

         On June 13, 2002, Geneva Rock Products, Inc. ("Geneva") filed an
action, Civ.# 020904488, against CAPCO in the Third Judicial District Court in
and for Salt Lake County - State of Utah. In its Complaint, Geneva seeks
monetary damages stated to be in excess of $1,600,000 allegedly caused by
defects in asphalt binder purchased by Geneva from CAPCO.

         On August 2, 2002, CAPCO filed its Answer to Geneva's Complaint. In
addition to answering Geneva's allegations, CAPCO counterclaimed $57,000 in
unpaid invoices. Although CAPCO intends to vigorously contest Geneva's claims,
and believes that they are without merit, due to the inherent uncertainty in
litigation and the fact that the proceedings are in such an early stage, CAPCO
cannot predict with any certainty whether CAPCO will prevail in this litigation.

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.

         As noted elsewhere in this Report, As of June 30, 2002, there were
arrearages in the amount of $1,200,000 on the Company's preferred stock.
Pursuant to the designations and preferences of the preferred stock, the
foregoing arrearages could be satisfied by the issuance of shares of the
Company's common stock in lieu of cash payments at the "fair market value" of
the common stock as defined in the designations and preferences. As of June 30,
2002, approximately 52,173,913 shares of common stock could have been issued at
the then "fair market value" in satisfaction of the preferred stock dividend
arrearages.

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

         None.

ITEM 5.  Other Information

         None.

                                       19
<PAGE>

ITEM 6.  Exhibits and Report on Form 8-K

         A. Exhibits:

               Exhibit A   Certification of Jay A. Mealey the President and
                           Chief Executive Officer of Crown Energy Corporation.

               Exhbiit B   Certification of Alan L. Parker the Controller of
                           Crown Energy Corporation.

         B. Report on Form 8-K

                  None.

                                       20
<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: August 14, 2002                               By: /s/ Jay Mealey
                                                        ---------------------
                                                         Jay Mealey,
                                                         Chief Executive Officer


Date: August 14, 2002                               By:  /s/ Alan Parker
                                                        ---------------------
                                                        Alan Parker, Controller

                                       21
<PAGE>
Exhibit A

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                               IN COMPLIANCE WITH
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         I, Jay A. Mealey, President and Chief Executive Officer of Crown Energy
Corporation, hereby certify that the accompanying Form 10-Q of Crown Energy
Corporation fully complies with the requirements of section 13(a) or section
15(d) of the Securities and Exchange Act of 1934 and that the information
contained in the accompanying Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of Crown Energy
Corporation.


                                   /s/ Jay Mealey
                                   ------------------------------------
                                   Name:    Jay Mealey
                                   Title:   President and Chief Executive
                                            Officer of Crown Energy Corporation

                                       22
<PAGE>
Exhibit B


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                               IN COMPLIANCE WITH
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, Alan L. Parker, Controller of Crown Energy Corporation, hereby
certify that the accompanying Form 10-Q of Crown Energy Corporation fully
complies with the requirements of section 13(a) or section 15(d) of the
Securities and Exchange Act of 1934 and that the information contained in the
accompanying Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of Crown Energy Corporation.


                                   /s/ Alan Parker
                                   ------------------------------------
                                   Name:  Alan Parker
                                   Title: Controller of Crown Energy Corporation

                                       23