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, 2001

                                       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                                 (I.R.S. Employer
jurisdiction of incorporation                         Identification No.)
       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 13,635,581 shares of $.02 par value common stock outstanding
as of April 30, 2001.

<PAGE>

                            CROWN ENERGY CORPORATION

                                      INDEX

                                                                         PAGE(S)

PART I.  Financial Information

         ITEM 1.  Financial Statements

             Condensed Consolidated Balance Sheets at March 31,
               2001 (unaudited) and December 31, 2000                         3

             Condensed  Consolidated  Statement of Operations for
               the Three Months ended March 31, 2001 and 2000 (unaudited)     5

             Condensed  Consolidated  Statement of Cash Flows for the
               Three Months ended March 31, 2001 and 2000 (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


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

                                       2
<PAGE>
<TABLE>
<CAPTION>
                            CROWN ENERGY CORPORATION

                         PART I - FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

ITEM 1. FINANCIAL STATEMENTS

                                                                                   March 31,
                                                                                      2001             December 31,
                                                                                  [unaudited]              2000
                                                                                  -----------          -----------
<S>                                                                               <C>                  <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                    $ 2,334,760          $ 2,878,141
     Accounts receivable, net of allowance for uncollectible
        accounts of $1,826,713 and $1,827,896 at March 31, 2001
        and December 31, 2000, respectively                                           677,514            1,419,260
     Inventory                                                                      2,643,406            2,370,887
     Prepaid and other current assets                                                 234,366               93,307
                                                                                  -----------          -----------
          Total Current Assets                                                      5,890,046            6,761,595

PROPERTY PLANT, AND EQUIPMENT, Net                                                  9,640,955            9,661,174

MINORITY INTEREST IN CONSOLIDATED
     JOINT VENTURES                                                                         0                    0

INVESTMENT IN AND ADVANCES
     TO AN EQUITY AFFILIATE                                                                 0                    0

GOODWILL, Net                                                                               0                    0
OTHER INTANGIBLE ASSETS, Net                                                          388,090              404,400

OTHER ASSETS                                                                          222,523              225,009
                                                                                  -----------          -----------
TOTAL                                                                             $16,141,614          $17,052,178
                                                                                  ===========          ===========
</TABLE>

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

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                   March 31,
                                                                                      2001             December 31,
                                                                                  [unaudited]              2000
                                                                                  -----------          -----------
<S>                                                                               <C>                  <C>
CURRENT LIABILITIES
     Accounts payable                                                             $ 1,796,441          $ 1,317,222
     Preferred stock dividends payable                                                900,000              800,000
     Accrued expenses                                                                  88,896              127,366
     Accrued interest                                                               4,528,951            3,987,256
     Long-term debt - estimated current portion                                       185,847              273,633
     Line-of-credit to related party                                               14,935,222           14,935,222
     Other current liabilities                                                              0                    0
                                                                                  -----------          -----------
     Total current liabilities                                                     22,435,357           21,440,699
                                                                                  -----------          -----------

MINORITY INTEREST IN CONSOLIDATED JOINT VENTURES                                      441,186              427,985

CAPITALIZATION:
     Long-term debt                                                                11,380,704           11,336,861
     Redeemable preferred stock                                                     4,910,378            4,896,227
     Common stockholders' equity                                                  (23,026,011)         (21,049,594)
                                                                                  -----------          -----------
          Total capitalization                                                     (6,734,929)          (4,816,506)
                                                                                  -----------          -----------
TOTAL                                                                             $16,141,614          $17,052,178
                                                                                  ===========          ===========
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                            CROWN ENERGY CORPORATION
                                   [Unaudited]

                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                   For the Three Months Ended
                                                                                            March 31,
                                                                                ----------------------------------
                                                                                     2001                 2000
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
SALES, Net of demerits                                                          $     283,253        $   1,316,409

COST OF SALES                                                                       1,075,897            1,964,838
                                                                                -------------        -------------

GROSS PROFIT                                                                         (792,644)            (648,429)

GENERAL AND ADMINISTRATIVE EXPENSES                                                   743,423              635,915
                                                                                -------------        -------------

INCOME (LOSS) FROM OPERATIONS                                                      (1,536,067)          (1,284,345)
                                                                                -------------        -------------

OTHER INCOME (EXPENSES):

   Interest income and other income                                                    41,345              303,366
   Gain on Insurance Settlement                                                       278,492                    0
   Interest and other expense                                                        (653,256)            (621,888)
   Equity in losses of unconsolidated equity affiliate                                      0             (266,925)
                                                                                -------------        -------------
        Total other expense, net                                                     (333,419)            (585,446)

LOSS BEFORE INCOME TAXES
   AND MINORITY INTERESTS                                                          (1,869,486)          (1,869,791)
                                                                                -------------        -------------

DEFERRED INCOME TAX BENEFIT                                                                 0                    0

MINORITY INTEREST IN EARNINGS OF
   CONSOLIDATED JOINT VENTURE                                                           7,220              768,473
                                                                                -------------        -------------

NET LOSS                                                                          ($1,862,266)         ($1,101,318)
                                                                                -------------        -------------

NET LOSS PER COMMON SHARE-
  Basic                                                                                ($0.14)              ($0.09)
                                                                                =============        =============
</TABLE>

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

                                       5
<PAGE>
<TABLE>
<CAPTION>
                            CROWN ENERGY CORPORATION
                                   [Unaudited]

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                   For the Three Months Ended
                                                                                            March 31,
                                                                                ----------------------------------
                                                                                     2001                 2000
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
Cash Flows From Operating Activities:

       Net income (loss)                                                          ($1,862,266)         ($1,101,318)
                                                                                -------------         ------------

       Adjustments to reconcile net loss to net cash
         used by operating activities:
                Amortization, depreciation and depletion                              177,725              218,426
                Equity in losses of unconsolidated affiliate                                0              266,925
                Minority interest                                                      (7,220)            (768,473)
                Change in assets and liabilities:
                    Accounts receivable                                               741,746            2,109,324
                    Inventory                                                        (272,519)          (3,011,718)
                    Other assets                                                     (138,573)            (191,975)
                    Accounts payable                                                  479,219               (4,208)
                    Accrued expenses                                                  503,224              715,917
                                                                                -------------         ------------
                            Total adjustments                                       1,483,602             (665,782)
                                                                                -------------         ------------
                  Net Cash Used in Operating Activities                              (378,664)          (1,767,100)
                                                                                -------------         ------------


Cash Flows From Investing Activities:
       Investment in and advances to Crown Asphalt Ridge, LLC                               0              (39,000)
       Acquisition of Cowboy Asphalt Terminal                                               0                    0
       Purchase of property and equipment                                            (141,195)            (146,318)
                                                                                -------------         ------------
                           Net Cash Used by Investing Activities                     (141,195)            (185,318)
                                                                                -------------         ------------

Cash Flows From Financing Activities:
       Net change in line of credit from related party                                      0                    0
       Sale of equity interest in subsidiary to a minority shareholder                      0                    0
       Capital contributions from partners                                             20,421               20,425
       Net changes in long-term debt                                                  (43,943)             (36,135)
                                                                                -------------         ------------
                           Net Cash Used in Financing Activities                      (23,522)             (15,710)
                                                                                -------------         ------------
</TABLE>

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

                                       6
<PAGE>
<TABLE>
<CAPTION>
                            CROWN ENERGY CORPORATION
                                   [Unaudited]

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   [Continued]

                                                                                   For the Three Months Ended
                                                                                            March 31,
                                                                                ----------------------------------
                                                                                     2001                 2000
                                                                                -------------        -------------
<S>                                                                             <C>                  <C>
         Net Increase (Decrease) in Cash:                                           ($543,381)         ($1,968,128)
                                                                                =============         ============

Cash at Beginning of Period                                                     $   2,878,141         $  4,978,977
                                                                                =============         ============

Cash at End of Period                                                           $   2,334,760         $  3,010,849
                                                                                =============         ============


Supplemental Disclosure of Cash Flow Information
       Cash paid during the period:
         Interest                                                               $     150,270         $    138,841
                                                                                =============         ============

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

Supplemental Schedule of Non-cash Investing and Financing Activities:
      For the period ended March 31, 2001:
        None

      For the period ended March 31, 2000:
         None
</TABLE>

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

                                       7
<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,  2001 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, 2000
     Annual Report on Form 10-K.  The results of operations for the period ended
     March 31, 2001 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"),  are currently  involved in an extensive dispute and claims have
     been made by each party  against the other.  These  disputes are  currently
     scheduled to go into binding arbitration on July 23, 2001 before Judge John
     G. Davies (ret.) in Salt Lake City,  Utah.  These disputes are discussed in
     detail in the Company's December 31, 2000 Annual Report on Form 10-K. There
     can be no assurance  that the Company will be able to resolve  these issues
     with  MCNIC  on  mutually  acceptable  terms,  or  that  the  Company  will
     ultimately prevail in binding  arbitration.  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
     prevail in its view of the actions taken.

     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  general  manager  and
     operating agent of Crown  Distribution.  Crown Distribution owns a majority
     interest in Crown Asphalt Terminal,  L.L.C. ("CAT,  L.L.C.").  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, the Company maintains that MCNIC, pursuant to
     its  rights  granted  under the  Crown  Distribution  Operating  Agreement,
     elected to extend the credit facility,  a revolving  working capital credit
     facility  (the  "Credit  Facility"),  to Crown  Distribution  to cover  its
     working capital requirements for Crown Distribution's operations in lieu of
     the  Company  obtaining  a line  of  credit  from a third  party  financial
     institution  jointly  and  severally  guaranteed  by MCNIC and  CAPCO.  The
     Company  further  maintains that MCNIC agreed to "roll" the balance from an
     existing  working capital loan (the "Working Capital Loan") into the Credit
     Facility. As of March 31, 2001, the Company

                                       8
<PAGE>

                            CROWN ENERGY CORPORATION
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


     believes  that  the  Credit   Facility  had  a  balance  of   approximately
     $14,935,222 and the Company has accrued  interest on the Credit Facility at
     8% interest as agreed by MCNIC.  Through the period  ended March 31,  2001,
     $2,651,323 in interest had been accrued.  The Company  maintains  that this
     Credit  Facility  is to be repaid  solely  out of the cash flow from  Crown
     Distribution.  As disclosed elsewhere,  MCNIC notified the Company in March
     of 2000,  that it believes  the Working  Capital Loan is in default and due
     and sued Crown Distribution for collection.

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.  Common  Stock  Warrant  - 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

                                       9
<PAGE>

                            CROWN ENERGY CORPORATION
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

     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.

NOTE 4 - COMMON STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

     At March 31, 2001 and December 31, 2000,  common  stockholders'  equity and
     redeemable preferred stock consists of the following:
<TABLE>
<CAPTION>
                                                                                    2001                  2000
     <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, 2001 and  December 31,
     2000, respectively, toward the stated value of $5,000,000                  $  4,910,378         $  4,896,227
                                                                                ============         ============
      Common stockholders' equity:
       Common stock, $.02 par value; 50,000,000 shares
         authorized; 13,635,581 and 13,635,581 shares issued
         and outstanding at March 31, 2001and December 31, 2000, respectively   $    272,711         $    272,711
       Additional paid-in capital                                                  5,257,823            5,371,974
       Stock warrants outstanding; 683,750 at
         March 31, 2001 and December 31, 2000, respectively                          243,574              243,574
       Common stock subscription receivable from officers                           (549,166)            (549,166)
       Retained deficit                                                          (28,250,953)         (26,388,687)
                                                                                ------------         ------------
     Total                                                                      $(23,026,011)        $(21,049,594)
                                                                                =============        ============
</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, 2001
     and March 31, 2000:
<TABLE>
<CAPTION>
                                            2001                                 2000
                               ------------------------------      ----------------------------------
                                    Loss          Per Share             Loss              Per Share
     <S>                       <C>               <C>                <C>                 <C>
     Net Loss                   ($1,862,266)                        ($1,101,318)

     Redeemable preferred
       stock dividends             (100,000)                           (100,000)
                              --------------                        ------------
     Net loss attributable to
         common stockholders    ($1,962,266)       ($0.14)         ($1,201,318)          ($0.09)

                                       10
<PAGE>

                            CROWN ENERGY CORPORATION
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


NOTE 6 - LOSS PER SHARE (continued)

     Weighted average common
       shares outstanding -
       basic and diluted         13,635,581                         13,285,581
                               ============                       ============
</TABLE>

The Company had at March 31, 2001 and December 31, 2000, incremental options and
warrants to purchase, computed under the treasury stock method, 3,463,148 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, 2001 and  December 31, 2000 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 ANALYSISOF 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
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

     At March  31,  2001,  the  Company  had cash and  other  current  assets of
$5,890,046  as  compared  to cash and  other  current  assets of  $6,761,595  at
December 31, 2000.  The decrease of $871,549 was  primarily due to the Company's
asphalt  inventory  winterfill  program  whereby the Company  purchases  asphalt
during the winter months, when prices are lower, for storage and subsequent sale
during the  asphalt  season,  typically  during the  months  from April  through
October.  The Company's majority owned subsidiary,  Crown Asphalt  Distribution,
L.L.C. ("Crown Distribution") accounted for most of the Company's cash and other
current  assets.  As of March 31, 2001,  Crown  Distribution  had cash and other
current  assets of  approximately  $4.8  million,  consisting  of  roughly $ 1.8
million  of cash,  $2.4  million  in  inventory  and $0.6  million  in  accounts
receivable,  excluding  related party balances.  Crown  Distribution's  business
requires a revolving  working capital credit  facility (the "Credit  Facility").
The Company maintains that MCNIC Pipeline & Processing  Company  ("MCNIC"),  the
minority  joint venture  partner in the joint  venture,  elected to provide such
Credit  Facility  in lieu  of the  Company's  pursuing  proposals  which  it had
obtained  from banks and to replace a prior loan (the  "Working  Capital  Loan")
with this  Credit  Facility.  The  Company  has  accrued  interest on the Credit
Facility at an average  interest rate of 8.0%. As of March 31, 2001, the Company
asserts  that the  Credit  Facility  had an  outstanding  principal  balance  of
$14,935,222.

     In March of 2000, MCNIC notified Crown  Distribution that it considered the
Working  Capital  Loan to be in default  and denied that it had agreed to "roll"
such loan into the Credit Facility as the Company  maintains.  On June 20, 2000,
MCNIC filed a complaint in the Third Judicial  District Court, Salt Lake County,
Utah  against  Crown

                                       12
<PAGE>

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


Distribution  which it sought to foreclose  on an alleged  mortgage and security
interest in, and to, certain assets of Crown Distribution. The Company and Crown
Distribution  have  vigorously  denied  MCNIC's  assertions and filed claims and
counterclaims  in both state and federal  court.  Such claims and  counterclaims
allege breach of fiduciary  duties,  use of economic  duress,  breach of implied
covenants of good faith and fair dealing,  estopple,  intentional  interference,
trade  liable and  slander  of title  resulting  in damages in amount  exceeding
$100,000,000  against  MCNIC,  its parent,  MCN Energy Group,  Inc.  ("MCN") and
certain of MCN's officers.  On January 29, 2001, the Company agreed that binding
arbitration  of all claims  between it,  MCNIC,  MCN and their  related  parties
before a single  retired  federal judge would be in the Company's best interest.
The  arbitration  (the  "Arbitration")  is  scheduled  to occur on July 23, 2001
through  August 10, 2001 before  Judge John G. Davies  (ret.) in Salt Lake City,
Utah with extensive pre-hearing discovery to occur prior to that time.

     The  Company  believes  that  it  has a  strong  case  on  the  claims  and
counterclaims in the Arbitration.  However,  because arbitration proceedings are
inherently  uncertain,  the  Company  cannot  predict  the  outcome  of any such
proceedings.  Management of the Company is keenly aware of the importance of the
Arbitration to the Company.  If MCNIC prevails in the Arbitration,  or depending
upon the extent or nature of any relief granted by the  Arbitrator,  the Company
may be severely and adversely impacted and may lose possession of some or all of
its primary assets and sources of revenues.

     In the event MCNIC is legally  able to demand  immediate  repayment  of the
Working  Capital Loan,  the Company could,  and likely would,  suffer a material
adverse impact upon its financial  liquidity and working capital.  For instance,
the Company may have to seek  replacement  financing  on terms and  conditions ,
which  are  less  favorable  than it might  obtain  under  other  circumstances.
Otherwise,  it is  conceivable  that MCNIC  might  obtain  possession  and legal
control over critical  Company  assets,  such as the  operating  assets of Crown
Distribution.  Interested persons should note the significant and material risks
facing the  Company,  as well as the  related  material,  negative  impacts  the
Company  would  experience  in the event the  Company  does not  prevail  in its
dispute with MCNIC, MCN and their related parties.

     On the other hand,  interested  persons should note that, subject of course
to available equitable and other creditor remedies,  neither the Working Capital
Loan or the Credit Facility contain  cross-default  provisions  giving MCNIC any
right to declare a default or to seek control or  possession  over the assets or
operations of Crown Ridge or the Company's interest in Crown Ridge.

     Crown  Distribution  also owed MCNIC an additional  $5,325,723 in March 31,
2001 with  respect to the  preferential  capital  contribution  (the  "Preferred
Contribution")  that funded Crown  Distribution's  acquisition  of the assets of
Petro Source Asphalt Company.  The Preferred  Contribution  accrues a 15% annual
rate of return  and is  payable  solely  from 50% of the cash  flow  from  Crown
Distribution's operations.

     The asphalt  distribution  business is seasonal in nature and  necessitates
working capital financing for inventory  purchases,  receivables and operations.
It is capital intensive and requires substantial investments to acquire terminal
storage, blending, and raw material assets.

     MCNIC has advised the Company it will no longer  provide  funding under the
Credit Facility, as the Company asserts it previously agreed, and has refused to
guaranty a third party financed Credit Facility on behalf of Crown Distribution,
as the Company believes it had also previously agreed. The Company relies on the
Credit   Facility  to  purchase   inventory  and  fund  other  working   capital
requirements  for  operations.  The Company is seeking other ways to finance its
working  capital  requirements,  but there is 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

                                     13
<PAGE>

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


may not have sufficient  capital to operate through 2001.  Thus, the risk exists
that the Company may not be able to continue as a going concern.

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

     As has been  previously  disclosed by the Company in its periodic  filings,
the tar  sands  processing  facility  owned by  Crown  Ridge  has not  commenced
commercial  operations  due to mechanical and process  difficulties  experienced
during  construction.  A pilot study to develop a solution to these problems was
conducted during fiscal year 2000. The  ramifications of the pilot study for the
Company  are  uncertain  in that (i) the cost of the  engineering  modifications
which need to be made to the Crown Ridge facility have not been determined,  and
(ii) Crown has been denied access by MCNIC to vital  information  concerning the
pilot study and the Crown Ridge facility, generally.

     Based on the lack of  information  provided by MCNIC,  the inherent risk of
litigation and arbitration involved in the Company's disputes with MCNIC and the
lack  of a firm  business  plan  for  Asphalt  Ridge  from  MCNIC,  the  Company
determined  that its investment in, and advances to, Crown Ridge are potentially
impaired.  Should delays continue,  or should the Crown Ridge facility be unable
to ever operate economically, the Company believes that this would significantly
impact Crown Ridge's  ability to continue as a going concern and would adversely
impact  the  Company's  operations  and  financial  conditions  resulting  in an
impairment of the remainder of the asset. Further,  although the pilot study may
demonstrate that the mechanical  process  difficulties  experienced by the Crown
Ridge facility can be resolved,  there can be no assurance that the Company will
be able to make the proportionate  capital contribution which would be necessary
to  finance  its  approximate  24% of the  costs  involved.  Accordingly,  it is
possible that the Company's  sharing ratio in Crown Ridge may be further diluted
if it agrees to proceed with further expenditures.

     Results of Operations

     2000 vs. 1999

     Total revenue decreased from $1,316,409 for the period ended March 31, 2000
to $283,253 for the period ended March 31, 2001, a decrease of $1,033,156.  Cost
of sales also  decreased  from  $1,964,838 for the period ended March 31,2000 to
$1,075,897  for the period ended March 31,  2001,  a decrease of  $888,941.  The
decreases in both revenues and costs of sales were  primarily due to unfavorable
weather  conditions  and the lack of early  asphalt  activity as compared to the
prior year. 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 increased from $635,915 for the period
ended  March 31,  2000 to  $743,423  for the period  ended  March 31,  2001,  an
increase of $107,508.  The increase is primarily due to increased legal expenses
offset partially by reduced overhead.

     Interest  and other  income/expenses  decreased  from net other  expense of
$585,446 for the period  ended March 31, 2000 to net other  expenses of $333,419
for the period ended March 31, 2001, a decrease of $252,027.  The 2001 total was
comprised  of  interest  costs  related to the  Company's  Credit  Facility  and
Preferred  Contribution for its asphalt distribution  business of $491,591,  and
other  interest of  $161,665.  This amount is  partially  offset by an insurance
settlement gain of $278,492, and interest income and other income of $41,345.

     Minority interest of $7,220 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

     As discussed  within the Company's  Report on Form 10-K for the fiscal year
ended  December  31,  2000,  the Company is  currently  engaged in an  extensive
dispute with MCNIC, MCN and related parties.

      On January 29, 2000, the Company  determined  that binding  arbitration of
all of the claims set forth above before a single retired federal judge would be
in the Company's best interest. Accordingly, an Arbitration Agreement was signed
between  all of the  parties on  January  26,  2001.  The  Arbitration  is being
arbitrated  before  Judge John G.  Davies  (ret.) in Salt Lake City,  Utah.  The
arbitration hearing is scheduled for July 23, 2001 through August 10, 2001, with
extensive pre-hearing discovery to occur prior to that time.

     Commencing  March 5, 2001,  the Company,  MCNIC,  MCN and various  officers
exchanged  claims and  counterclaims  relating  to the  Arbitration.  The claims
contained therein  substantially restate the parties' prior positions within the
litigation  described  above.  However,  in its  claims  in  arbitration,  MCNIC
asserted  claims  against CAC and CAPCO and also  included the  Company's  chief
executive officer,  president and treasurer, Jay Mealey, as a party. The Company
denies MCNIC's  claims.  Mr. Mealey believes that his inclusion at this point is
highly  improper  due to the fact  that he had not  been a party to the  pending
actions nor to the  Arbitration  Agreement  pursuant  to which the actions  were
submitted to the  Arbitration.  Accordingly,  Mr. Mealey has filed a motion with
the arbitrator to be removed from the Arbitration.

     The  Company  believes  that  it  has a  strong  case  on  the  claims  and
counterclaims in the Arbitration.  However,  because arbitration proceedings are
inherently  uncertain,  the  Company  cannot  predict  the  outcome  of any such
proceedings.  Management of the Company is keenly aware of the importance of the
Arbitration to the Company. If

     MCNIC prevails in the Arbitration,  and depending upon the extent in nature
of any  relief  granted by the  Arbitrator,  the  Company  may be  severely  and
adversely  impacted and may lose possession of some or all of its primary assets
and sources of revenues.

     On July 12, 1999,  Morrison Knudsen Corporation ("MK") filed a Complaint in
the Eighth Judicial District Court, Uintah County,  State of Utah, alleging that
CAC had breached an agreement  whereby MK would provide  certain mining services
for CAC at Crown  Ridge's  Facility  in Uintah  County,  Utah  (the  "Project").
Judgment in favor of MK was entered on January 30, 2001 in the principal  amount
of  $303,873.39,  $49,062.33  of  pre-judgment  interest and $2,033.14 of costs,
which totals $354,968.86.  A Notice of Appeal was filed by CAC on March 1, 2001.
The appeal has been  assigned  to the Utah Court of Appeals.  Although  CAC will
attempt to set aside the trial courts  judgment,  there can be no assurance that
CAC will  prevail on its  appeal.  In  addition,  CAC has made a demand on Crown
Ridge for payment of the judgment  amount and  indemnity  from any  liability in
this matter  because CAC was acting as operator for and on behalf of Crown Ridge
in the contractual relationship with MK that was the subject of the litigation.

     On July 14,  1999,  Crown  Distribution  and  CAPCO  filed an action in the
United States  District Court for the Central  District of California,  Southern
Division,  against Santa Maria Refining Company ("SMRC"), SABA Petroleum Company
("SABA") and Greka Energy  Corporation  ("Greka").  The claims include causes of
action for breach of  contract,  breach of the  covenant  of good faith and fair
dealing,   conversion,   fraud,  claim  and  delivery,   unjust  enrichment  and
constructive  trust,   unfair  competition,   declaratory  relief  and  specific
performance.  These claims arise out of the Defendant's  alleged  termination of
the  Processing  Agreement and  subsequent  refusal to deliver  asphalt to Crown
Distribution.  Discovery of facts and testimony related to issues arising in the
lawsuit has been  completed.  Trial has been scheduled to begin October 2, 2001.
It is anticipated  that the damages caused by the  Defendant's  actions could be
substantial.  Although Crown  Distribution  will attempt to recoup those damages
from SMRC, SABA and Greka, due to the  uncertainties  inherent in any litigation
proceeding,  there can be no  assurance  that Crown  Distribution  or CAPCO will
ultimately prevail.

                                       16
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 2.           Changes in Securities

                  None.

ITEM 3.           Defaults upon Senior Securities

         On March 27, 2000,  MCNIC  delivered to the Company a notice of default
with  respect  to  the  Working  Capital  Loan,  and  demanded  payment  of  the
outstanding  principal balance plus all interest accrued thereon.  Management of
the Company  believes  that the Working  Capital  Loan was fully  satisfied  and
replaced  by the Credit  Facility  and that no default  has  occurred  under the
Working  Capital  Loan or Credit  Facility.  As of March 31,  2001,  the Company
asserts  that the  Credit  Facility  had an  outstanding  principal  balance  of
$14,935,222. The matter is now subject to the Arbitration. 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  March 5,  2001  discussing  the  status  of the
Arbitration.

                                       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, 2001                       By: /s/ JAY MEALEY
                                            ------------------------------
                                            Jay Mealey, Chief Executive Officer

Date: May 15, 2001                       By: /s/ ALAN PARKER
                                            ------------------------------
                                            Alan Parker, Controller

                                       18