<PAGE>

                                  UNITED STATES SECURITIES AND
          EXCHANGE COMMISSION
                                                               
          Washington, D. C.   20549

                                                                     
             FORM 10-Q

          (Mark One)

            [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                SECURITIES                          EXCHANGE ACT OF 1934

                          For the quarterly period ended September 30,
          1995

                                                                     
                    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 1-1059

                                          CROWN CENTRAL PETROLEUM
          CORPORATION
                                                (Exact name of
          registrant as specified in its charter)
<PAGE>


                   Maryland                                          
                                                    52-0550682       
                
          (State or other jurisdiction of                            
            (I.R.S. Employer Identification Number)
          incorporation or organization)       

          One North Charles Street, Baltimore, Maryland              
                                            21201               
          (Address of principal executive offices)                   
                                         (Zip Code)                

          Registrant's telephone number, including area code         
                                 410-539-7400          


                                                                     
                   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, and (2) has been subject to such filing requirements
          for the past 90 days.

                                                                     
                   YES ___
                        X       NO __
                                     


          The number of shares outstanding at October 31, 1995 of the
          Registrant's $5 par value Class A and Class B Common Stock
          was 4,817,392 shares and 5,135,558 shares, respectively.

                                                                     
                        -1-

          <PAGE>

                           CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES


          Table of Contents








                                                                              
                                                                          PAGE
<PAGE>


          PART I  -  FINANCIAL INFORMATION

          Item 1    -  Financial Statements (Unaudited)

                              Consolidated Condensed Balance Sheets
                              September 30, 1995 and December 31,
          1994.........................................................3-4

                              Consolidated Condensed Statements of Operations
                              Three and nine months ended September 30, 1995 and
          1994.....................................5

                              Consolidated Condensed Statements of Cash Flows
                              Nine months ended September 30, 1995 and
          1994.....................................................6

                             Notes to Unaudited Consolidated Condensed
                             Financial
          Statements............................................................
          ..................................7-11

          Item 2    -    Management's Discussion and Analysis of Financial
                              Condition and Results of
          Operations............................................................
          .......11-15


          PART II  -  OTHER INFORMATION

          Item 1      -  Legal
          Proceedings...........................................................
          .........................................16

          Item 6      -  Exhibits and Reports on Form 8-
          K.....................................................................
          ......16

                             Exhibit 4(a) - Credit Agreement dated as of
          September 25, 1995

                             Exhibit 20 - Interim Report to Stockholders for the
          three and nine months ended
                                                September 30, 1995

                             Exhibit 27 - Financial Data Schedule


          SIGNATURE.............................................................
          .................................................................16

                                                                     
                        -2-

          <PAGE>

          PART I - FINANCIAL INFORMATION
          Item 1 - Financial Statements
<PAGE>



          <TABLE>
          <CAPTION>

                                                CONSOLIDATED CONDENSED BALANCE
          SHEETS                                                               
                     Crown Central Petroleum Corporation and Subsidiaries      
                                    
                                                                         
          (Thousands of dollars)                                




                                                                               
                                      September 30         December 31
          Assets                                                               
                                          1995                  1994      
                                                                               
                                        ---------------       ----------------
                                                                               
                                                                               
                 (Unaudited)
          <S>                                                                  
                                        <C>                     <C>    
          Current Assets
                Cash and cash equivalents                                      
                             $  47,646              $  54,868
                Accounts receivable - net                                      
                                  83,832                128,984
                Recoverable and current deferred income taxes                  
                     14,850                  16,075
                Inventories                                                    
                                          85,374                  94,933
                Other current assets                                           
                                       1,799                    1,264
                                                                               
                                           ------------             ------------
                         Total Current Assets                                  
                                  233,501                296,124






          Investments and Deferred Charges                                     
                           41,414                  40,125






          Property, Plant and Equipment                                        
                            717,875                699,204
<PAGE>


               Less allowance for depreciation                                 
                            347,296                 331,377
                                                                               
                                           ------------           -------------
                    Net Property, Plant and Equipment                          
                         370,579                367,827


                                                                               
                                           ------------           -------------


                                                                               
                                          $ 645,494             $ 704,076
                                                                               
                                          =======             =======


          <FN>
          See notes to unaudited consolidated condensed financial statements.
          </TABLE>

                                                                               
              -3-

          <PAGE>
          <TABLE>
          <CAPTION>

                                              CONSOLIDATED CONDENSED BALANCE
          SHEETS                                                               
                    Crown Central Petroleum Corporation and Subsidiaries       
                                      
                                                                      (Thousands
          of dollars)                                 




                                                                               
                                      September 30         December 31
          Liabilities and Stockholders' Equity                                 
                           1995                     1994       
                                                                               
                                     ------------------     ------------------
                                                                               
                                                                               
                 (Unaudited)
          <S>                                                                  
                                         <C>                    <C>         
          Current Liabilities
               Accounts payable:
                    Crude oil and refined products                             
                           $ 78,514               $ 150,877
                    Other                                                      
                                           19,606                   29,988
<PAGE>


               Accrued liabilities                                             
                                      57,980                    51,500
               Current portion of long-term debt                               
                             2,174                    10,062
                                                                               
                                        -------------             -------------
                         Total Current Liabilities                             
                                158,274                  242,427

          Long-Term Debt                                                       
                                128,919                    96,632

          Deferred Income Taxes                                                
                               70,302                    73,402

          Other Deferred Liabilities                                           
                                 30,395                    31,154

          Common Stockholders' Equity
               Common stock, Class A - par value $5 per share:
                    Authorized shares--7,500,000; issued and
                    outstanding shares--4,817,392 in 1995 and 1994             
                  24,087...                    24,087
               Common stock, Class B - par value $5 per share:
                    Authorized shares--7,500,000; issued and
                    outstanding shares--5,135,506 in 1995 and
                    4,985,706 in 1994                                          
                                   25,678                    24,929
               Additional paid-in capital                                      
                                 92,507                    90,549
               Unearned restricted stock                                       
                                (3,989)                   (1,266)
               Retained earnings                                               
                                  119,321                 122,162
                                                                               
                                        -------------              ------------
                         Total Common Stockholders' Equity                     
                    257,604                  260,461

                                                                               
                                       -------------               ------------

                                                                               
                                        $ 645,494                $ 704,076
                                                                               
                                      ========                =======

          <FN>
          See notes to unaudited consolidated condensed financial statements.
          </TABLE>

                                                                               
              -4-

          <PAGE>
          <TABLE>
          <CAPTION>
<PAGE>



                                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                        
                                            Crown Central Petroleum Corporation
          and Subsidiaries          
                                                  (Thousands of dollars, except
          per share amounts)          


                                                                               
                                                                               
                       (Unaudited)
                                                                                    
                         Three Months Ended            Nine Months Ended
                                                                                    
                               September 30                      September 30
          Revenues                                                                  
                    1995              1994              1995               1994
                                                                                    
                       -------------     --------------   ----------        ---------
          ----- 
          <S>                                  <C>          <C>            <C>     
               <C>         
          Sales and operating revenues (including excise taxes
             of $107,617, $97,012, $311,395 and $295,131)     $  474,737      $  
          468,275     $1,403,473   $1,315,284
                                                                                    
                       ------------       -------------    -------------    ---------
          ----
          Operating Costs and Expenses
               Costs and operating expenses                                        
          441,505           456,997       1,304,343     1,234,556
               Selling and administrative expenses                                 
          20,567             21,379            59,691         62,564
               Depreciation and amortization                                        
            9,716             12,665            28,700         33,734
               Sales of property, plant and equipment                               
           173             16,899                                16,554
                                                                                    
                      -------------       ------------      -------------   ---------
          ----
                                                                                    
                          471,961           507,940      1,392,734     1,347,408
                                                                                    
                      -------------       ------------     -------------    ---------
          ----

          Operating Income (Loss)                                                   
              2,776            (39,665)          10,739        (32,124)
          Interest and other income                                                 
                  705                  283             2,297            1,152
          Interest expense                                                          
                   (3,771)             (1,979)        (11,107)         (5,836)
                                                                                    
                      ------------         ------------     ------------     --------
          ----
<PAGE>


          (Loss) Income Before Income Taxes                                      
          (290)            (41,361)           1,929        (36,808)

          Income Tax (Benefit) Expense                                              
           (594)             (14,753)          1,513        (11,574)
                                                                                    
                      ------------         ------------     ------------     --------
          ----
          Income (Loss) Before Extraordinary Item                                304
                        (26,608)             416        (25,234)

          Extraordinary (Loss) from Early
               Extingiushment of Debt (net of income
               tax benefit of $2,039)                                               
                                                              (3,257)
                                                                                    
                      ------------         -------------    ------------    ---------
          ---


          Net Income (Loss)                                                         
           $       304         $   (26,608)   $     (2,841) $  (25,234)
                                                                                    
                     ========       ========    ========  ========

          Net Income (Loss) Per Share:
               Income (Loss) Before Extraordinary Item                  $         
          .03         $       (2.71)   $         .04    $      (2.57)

          Extraordinary (Loss) from Early
               Extingiushment of Debt                                               
                                                               (.33)
                                                                                    
                      -------------        ------------    -------------    ---------
          ---

          Net Income (Loss) Per Share                                          $    
              .03         $       (2.71)  $        (.29)   $       (2.57)
                                                                                    
                     ========        ========   ========   =======

          <FN>
          See notes to unaudited consolidated condensed financial statements.
          </TABLE>

                                                                               
              -5-

          <PAGE>
          <TABLE>
          <CAPTION>

                             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS   
                                  
                                       Crown Central Petroleum Corporation and
          Subsidiaries                       
<PAGE>


                                                                 (Thousands of
          dollars)                     



                                                                               
                                              (Unaudited)
                                                                               
                            Nine Months Ended September 30
                                                                               
                                           1995                           1994
                                                                               
                                       ------------                   ----------
          --
          <S>                                                                  
                                 <C>                               <C>
          Net Cash Flows From Operating Activities
               Net cash from operations before
                    changes in working capital                                 
                     $      22,350                    $  17,888
               Net changes in working capital items                            
                      (20,864)                     (28,337)
                                                                               
                                     -------------                   -----------
          -

                    Net Cash Provided by (Used in)
                         Operating Activities                                  
                                  1,486                      (10,449)
                                                                               
                                    -------------                  ------------

          Cash Flows From Investment Activities
               Capital expenditures                                            
                              (27,137)                     (21,121)
               Proceeds from sales of property, plant
                    and equipment                                              
                                   2,133                          3,369
               Deferred turnaround maintenance                                 
                       (1,133)                           (612)
               Other charges to deferred assets                                
                          (7,397)                            509
                                                                               
                                     ------------                  -------------

                    Net Cash (Used in) Investment Activities                   
                   (33,534)                      (17,855)
                                                                               
                                     ------------                   ------------
          -

          Cash Flows From Financing Activities
               Proceeds from debt and credit agreement borrowings             
          143,338                        20,220
               (Repayments) of debt and credit agreement borrowings         
          (118,939)                     (19,884)
               Net cash flows from long-term
<PAGE>


                    notes receivable                                           
                                      427                           (154)
               Purchases of common stock                                       
                                                           (2,734)
                                                                               
                                    -------------                -------------
                    Net Cash Provided by (Used in) Financing Activities        
             24,826                        (2,552)
                                                                               
                                    -------------                 -------------

          Net (Decrease) in Cash and Cash Equivalents                           $    
                                                                               
                                   ========                 ========

          <FN>
          See notes to unaudited consolidated condensed financial statements.
          </TABLE>


                                                                          
                   -6-


          <PAGE>

          NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
          STATEMENTS

          Crown Central Petroleum Corporation and Subsidiaries

          September 30, 1995


          Note A - Basis of Presentation

          The accompanying unaudited consolidated condensed financial
          statements have been prepared in accordance with generally
          accepted accounting principles for interim financial information
          and with the instructions to Form 10-Q and Rule 10-01 of
          Regulation S-X.  Accordingly, they do not include all of the
          information and footnotes required by generally accepted
          accounting principles for complete financial statements.  In the
          opinion of Management, all adjustments considered necessary for a
          fair and comparable presentation have been included.  Operating
          results for the three and nine months ended September 30, 1995
          are not necessarily indicative of the results that may be
          expected for the year ending December 31, 1995.  The enclosed
          financial statements should be read in conjunction with the
          consolidated financial statements and footnotes thereto included
          in the Company's annual report on Form 10-K for the year ended
          December 31, 1994.

          _________________________
          Cash and Cash Equivalents - Cash in excess of daily requirements

          is invested in marketable securities with maturities of three
<PAGE>


          months or less.  Such investments are deemed to be cash
          equivalents for purposes of the statements of cash flows.

          ___________
          Inventories - The Company's crude oil, refined products, and

          convenience store merchandise and gasoline inventories are valued
          at the lower of cost (last-in, first-out) or market with the
          exception of crude oil inventory held for resale which is valued
          at the lower of cost (first-in, first-out) or market.  Materials
          and supplies inventories are valued at cost.  Incomplete
          exchanges of crude oil and refined products due the Company or
          owing to other companies are reflected in the inventory accounts.

          At September 30, 1995, crude oil and refined product inventories
          were approximately 906,000 barrels, or approximately $18.4
          million below anticipated year-end quantities, excluding crude
          oil held for resale.  An actual valuation of inventory under the
          LIFO method can be made only at the end of each year based on the
          inventory levels and costs at that time.  Accordingly, interim
          LIFO projections must be based on Management's estimates of
          expected year-end inventory levels and values.

          ___________________
          Environmental Costs:  The Company conducts environmental

          assessments and remediation efforts at multiple locations,
          including operating facilities, and previously owned or operated
          facilities.  Estimated closure and post-closure costs for active,
          refinery and finished product terminal facilities are not
          recognized until a decision for closure is made.  Estimated
          closure and post-closure costs for active and operated retail
          marketing facilities and costs of environmental matters related
          to ongoing refinery, terminal and retail marketing operations are
          recognized as described below.  Expenditures for equipment
          necessary for environmental issues relating to ongoing operations
          are capitalized.  The Company accrues environmental and clean-up
          related costs of a non-capital nature when it is both probable
          that a liability has been incurred and that the amount can be
          reasonably estimated.  Accruals for losses from environmental
          remediation obligations generally are recognized no later than
          completion of the remediation feasibility study.  Estimated
          costs, which are based upon experience and assessments, are
          recorded at undiscounted amounts without considering the impact
          of inflation, and are adjusted periodically as additional or new
          information is available.


          ____________
          Income Taxes - The Company accounts for income taxes in

          accordance with Statement of Financial Accounting Standards No.
          109 "Accounting for Income Taxes."  The income tax provision for
          the three and nine months ended September 30, 1995 has been
          computed based upon the Company's estimated effective tax rate
          for the year, after recognizing permanent tax differences. 

          ____________________________________________
          Financial Instruments and Hedging Activities - The Company

          periodically enters into interest rate swap agreements to
<PAGE>


          effectively manage the cost of borrowings.  All interest rate
          swaps are subject to market risk as interest rates fluctuate. 
          Interest rate swaps are designated to the Company's long-term
          debt and are accounted for as a hedge, the net amounts payable or
          receivable from periodic settlements under outstanding interest
          rate swaps are included in interest expense.  Realized gains and
          losses from terminated interest rate swaps are deferred and
          amortized into interest expense over the shorter of the term of
          the underlying debt or the remaining term of the original swap
          agreement.  Settlement of interest rate swaps involves the
          receipt or payment of cash on a periodic basis during the
          duration of the contract, or upon the Company's termination of
          the contract, for the differential of the interest rates swapped
          over the term of the contract.


                                                                     
                        -7-

          <PAGE>

          Other instruments are used to minimize the exposure of the
          Company's refining margins to crude oil and refined product price
          fluctuations.  Hedging strategies used to minimize this exposure
          include fixing a future margin between crude oil and certain
          finished products and also hedging fixed price purchase and sales
          commitments of crude oil and refined products.  Futures, forwards
          and exchange traded options entered into with commodities brokers
          and other integrated oil and gas companies are utilized to
          execute the Company's strategies.  These instruments generally
          allow for settlement at the end of their term in either cash or
          product.

          Net realized gains and losses from these hedging strategies are
          recognized in costs and operating expenses when the associated
          refined products are sold.  Unrealized gains and losses represent
          the difference between the market price of refined products and
          the price of the derivative financial instrument, inclusive of
          refining costs.  Individual transaction unrealized gains and
          losses are deferred in inventory and other current assets and
          liabilities to the extent that the associated refined products
          have not been sold.  A hedging strategy position generating an
          overall net unrealized loss is recognized in costs and operating
          expenses.  While the Company's hedging activities are intended to
          reduce volatility while providing an acceptable profit margin on
          a portion of production, the use of such a program can limit the
          Company's ability to participate in an improvement in related
          refined product profit margins.

          The Company is exposed to credit risk in the event of non-
          performance by counterparties on interest rate swaps, and
          futures, forwards and exchange traded options for crude and
          finished products, but the Company does not anticipate non-
          performance by any of these counterparties.  The amount of such
          exposure is generally the unrealized gains in such contracts.
<PAGE>


          ________________________
          Statements of Cash Flows  -  Net changes in working capital items

          presented in the Unaudited Consolidated Condensed Statements of
          Cash Flows reflects changes in all current assets and current
          liabilities with the exception of cash and cash equivalents and
          the current portion of long-term debt.


          Note B - Inventories

          <TABLE>
          <CAPTION>

          Inventories consist of the following:
                                                                                    
                          September 30            December 31
                                                                                    
                                 1995                         1994
                                                                                    
                             ------------                --------------
                                                                                    
                                     (thousands of dollars)      
          <S>                                                                       
                        <C>                          <C>
          Crude oil                                                                 
                      $  31,469                   $ 53,359
          Refined products                                                          
                     86,108                      74,299
                                                                                    
                          ------------                  -----------
               Total inventories at FIFO (approximates current cost)       117,577  
                           127,658
          LIFO allowance                                                            
                    (44,861)                   (45,125)
                                                                                    
                           ------------                ------------
               Total crude oil and refined products                                 
             72,716                     82,533
                                                                                    
                           ------------                ------------

          Merchandise inventory at FIFO (approximates current cost)       6,665     
                           7,150
          LIFO allowance                                                            
                     (2,110)                    (2,110)
                                                                                    
                          ------------                ------------
               Total merchandise                                                    
                      4,555                       5,040
                                                                                    
                          ------------                ------------

          Materials and supplies inventory at FIFO                                  
          8,103                       7,360
                                                                                    
                         ------------                ------------
<PAGE>


               Total Inventory                                                      
                 $  85,374                 $  94,933
                                                                                    
                         =======                =======
          </TABLE>

          Note C - Long-term Debt and Credit Arrangements

          Effective as of September 25, 1995, the Company entered into
          a two year Unsecured Revolving Credit Facility (Agreement)
          with  NationsBank of Texas, N.A., as administrative agent
          and letter of credit agent, and The First National Bank of
          Boston and Texas Commerce Bank National Association, as
          agents.  Additionally, there were six other participant
          banks.  Under the Agreement, the banks have committed a
          maximum of $130 million to the Company for cash borrowings
          and letters of credit.  The Agreement allows for interest on
          outstanding borrowings to be computed under one of three
          methods based on the Base Rate, the London Interbank Offered
          Rate, or the Certificates of  Deposit Rate (all as defined).
           The Agreement limits indebtedness (as defined) and cash
          dividends and requires the maintenance of various covenants
          including, but not limited to, minimum consolidated tangible
          net worth, minimum working capital and minimum FIFO net
          income or (loss) (all as defined).  The Company intends to
          use the Agreement for general corporate and working capital
          purposes.  This Agreement replaces the Revolving Credit
          Facility dated as of May 10, 1993, as amended.

                                                                     
                        -8-

          <PAGE>

          On January 24, 1995, the Company completed the sale of $125
          million of unsecured 10 7/8% Senior Notes due February 1, 2005
          priced at 99.75% (Notes).  Approximately $55 million of the net
          proceeds from the sale was used to retire the Company's
          outstanding 10.42% Senior Notes, including a prepayment premium
          of $3.4 million, and $8 million was used to reduce amounts
          outstanding under the Company's unsecured bank lines.  The
          remaining portion of the outstanding 10.42% Senior Notes had been
          paid on January 3, 1995 as part of the regularly scheduled debt
          service. The Notes were issued under an Indenture which includes
          certain restrictions and limitations customary with senior
          indebtedness of this type including, but not limited to, the
          payment of dividends and the repurchase of capital stock.  The
          retirement of the Company's outstanding 10.42% Senior Notes
          resulted in a net extraordinary loss in the first quarter of 1995
          of $3.3 million.

          <TABLE>
          <CAPTION>

          Long-term debt consists of the following:
<PAGE>


                                                                                    
                       September 30           December 31
                                                                                    
                              1995                        1994
                                                                                    
                       -----------------          ----------------
                                                                                    
                                 (thousands of dollars)

          <S>                                                                       
                        <C>                      <C>
          Unsecured 10 7/8% Senior Notes                                        
          $124,687

          Unsecured 10.42% Senior Notes                                             
                                   $ 60,000

          Unsecured Credit Agreement                                                
                                        35,000

          Purchase Money Lien                                                       
                   4,771                   5,579

          Other obligations                                                         
                        1,635                  6,115
                                                                                    
                          ------------             -----------
                                                                                    
                             131,093               103,694

          Less current portion                                                      
                     2,174                  10,062
                                                                                    
                         ------------              -----------
               Long-Term Debt                                                       
              $128,919               $ 96,632
                                                                                    
                         =======              =======
          </TABLE>

          At September 30, 1995, the Company was in compliance with all
          covenants and provisions of the Credit Agreement.  Meeting the
          covenants imposed by the Credit Agreement is dependent, among
          other things, upon the level of future earnings.  The Company
          reasonably expects to continue to be in compliance with the
          covenants imposed by the Credit Agreement over the next twelve
          months.


          Note D--Crude Oil and Refined Product Hedging Activities and
          Other Derivative Financial Instruments

          The net deferred gain from crude oil and refined product hedging
          strategies at September 30, 1995 was $2.6 million.  Included in
          these hedging strategies are contracts maturing from November
          1995 to October 1996.  The Company is using these contracts to
          fix the purchase price of approximately 6% of its crude
<PAGE>


          requirements, and the purchase price of approximately 1% of its
          refined products, for the aforementioned period, at current
          related market prices.  The Company is exposed to credit risk to
          the extent of counterparty non-performance on forward contracts.
           Management monitors this credit risk by evaluating
          counterparties prior to and during their contractual obligation.
          Management considers non-performance credit risk to be remote.

          As of September 30, 1995, the Company has entered into interest
          rate swap agreements to effectively convert $47.5  million of its
          fixed rate debt to variable interest rate debt with maturities
          ranging from 1996 to 1998.

          The following is a summary, by year of maturity, of the Company's
          outstanding interest rate swap agreements:

          <TABLE>
          <CAPTION>
                                                                                    
                               Instruments Expected to Mature in
                                                                                    
                        ---------------------------------------------------
                                                                                    
                                   1996          1997           1998
                                                                                    
                              ------------    ----------     ------------
                                                                                    
                                         (thousands of dollars)

          <S>                                                                       
                           <C>              <C>           <C>
          Interest rate swaps                                                       
                     $17,500        $15,000      $15,000
          Average variable pay rates assuming current market conditions      6.01%  
                 5.96%        5.97%
          Average fixed rate                                                        
                          7.00%           6.81%        6.81%

          </TABLE>

                                                                     
                        -9-

          <PAGE>

          The variable interest rates to be paid by the Company are reset
          on various predetermined dates which range from November 1995 to
           March 1998 and are based on the London Interbank Offered Rate
          (LIBOR).

          The termination of existing interest rate swap agreements as of
          September 30, 1995 would result in a loss of approximately $2.7
          million.  The Company is exposed to credit risk to the extent of
          nonperformance by the counterparties to the interest rate swap
          agreements; however, management considers the risk of default to
          be remote.
<PAGE>



          Note E - Calculation of Net Income (Loss) Per Common Share

          Net income (loss) per common share for the three and nine months
          ended September 30, 1995 is based upon the weighted average of
          common shares outstanding of 9,697,598.  Net (loss) per common
          share for the three and nine months ended September 30, 1994 is
          based upon the weighted average of common shares outstanding of
          9,802,198.  The average outstanding and equivalent shares
          excludes 255,300 and 104,600 shares of Performance Vested
          Restricted Stock (PVRS) shares registered to participants in the
          1994 Long-Term Incentive Plan (Plan) at September 30, 1995 and
          1994, respectively.  The PVRS shares registered in participants
          names are being held by the Company subject to the attainment of
          certain performance related goals and are not considered
          outstanding for net income (loss) per share calculations until
          the shares are released to the Plan participants.

          Note F--Long-Term Incentive Plan and Stock Option Plan

          Under the terms of the 1994 Long-term Incentive Plan (Plan), the
          Company may distribute to selected employees restricted shares of
          the Company's Class B Common Stock and options to purchase Class
          B Common Stock.  Up to 1.1 million shares of Class B Common Stock
          may be distributed under the Plan.  The balance sheet caption
          "Unearned restricted stock" is charged for the market value of
          restricted shares at their grant date and changes in the market
          value of shares outstanding until the vesting date, and is shown
          as a reduction of stockholders' equity.  The impact is further
          reflected within Class B Common Stock and Additional paid-in-
          capital.

          Performance Vested Restricted Stock (PVRS) awards are subject to
          the attainment of performance goals and certain restrictions
          including the receipt of dividends and transfers of ownership. 
          As of October 31, 1995, 255,300 shares of PVRS have been
          registered in participants names and are being held by the
          Company subject to the attainment of the related performance
          goals.

          Under the 1994 Long-term Incentive Plan, non-qualified stock
          options are granted to participants at a price not less than 100%
          of the fair market value of the stock on the date of grant.  The
          exercise period is ten years with the options vesting one-third
          per year over three years after a one-year waiting period.  As of
          October 31, 1995, grants of non-qualified stock options have been
          awarded to participants to purchase 505,000 shares of the
          Company's Class B Common Stock.

          Under the terms of the 1995 Management Stock Option Plan, the
          Company may award to participants non-qualified stock options to
          purchase shares of the Company's Class B Common Stock at a price
          equal to 100% of the fair market value of the stock  at the date
          of grant.  Up to 500,000 shares of Class B Common Stock may be
          distributed under the Plan.  The exercise period is ten years
          with the options vesting one-third per year over three years
          after a one-year waiting period.  As of October 31, 1995, grants
<PAGE>


          of non-qualified stock options have been awarded to participants
          to purchase 460,420 shares of the Company's Class B Common Stock.


          Note G - Litigation and Contingencies

          There have been no material changes in the status of  litigation
          as discussed in Note I of Notes to Consolidated Financial
          Statements in the Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

          The Company has received a Revenue Agent's Report relative to an
          examination by the Internal Revenue Service of tax returns for
          fiscal years 1988 and 1989.  A written protest has been filed
          requesting an appellate conference.  The Company does not expect
          the resolution of this matter to have a material adverse effect
          on the Company.

                                                                     
                        -10-

          <PAGE>

          Like other petroleum refiners and marketers, the Company's
          operations are subject to extensive and rapidly changing federal
          and state environmental regulations governing air emissions,
          waste water discharges, and solid and hazardous waste management
          activities.  The Company's policy is to accrue environmental and
          clean-up related costs of a non-capital nature when it is both
          probable that a liability has been incurred and the amount can be
          reasonably estimated.  While it is often extremely difficult to
          reasonably quantify future environmental related expenditures,
          the Company anticipates that a substantial capital investment
          will be required over the next several years to comply with
          existing regulations.  The Company had recorded a liability of
          approximately $16.4 million as of June 30, 1995 relative to the
          estimated costs of a non-capital nature related to compliance
          with environmental regulations.  This liability is anticipated to
          be expended over the next five years and is included in the
          balance sheet as a noncurrent liability.  No amounts have been
          accrued as receivables for potential reimbursement or recoveries
          to offset this liability.  Included in costs and operating
          expenses in the statements of operations for the three and nine
          months ended  September 30, 1995 and 1994 were costs related to
          environmental remediation in the amount of $1.2 million, $.7
          million, $2.3 million and $1.8 million, respectively.

          Environmental liabilities are subject to considerable
          uncertainties which affect the Company's ability to estimate its
          ultimate cost of remediation efforts.  These uncertainties
          include the exact nature and extent of the contamination at each
          site, the extent of required cleanup efforts, varying costs of
          alternative remediation strategies, changes in environmental
          remediation requirements, the number and strength of other
          potentially responsible parties at multi-party sites, and the
          identification of new environmental sites.  It is possible that
          the ultimate cost, which cannot be determined at this time, could
<PAGE>


          exceed the Company's recorded liability.  As a result, charges to
          income for environmental liabilities could have a material effect
          on the results of operations in a particular quarter or year as
          assessments and remediation efforts proceed or as new claims
          arise.  However, management is not aware of any matters which
          would be expected to have a material adverse effect on the
          Company.



           Item 2  -Management's Discussion and Analysis of Financial
          Condition
                and Results of Operations

          Results of Operations

          The Company's Sales and operating revenues increased $6.5 million
          or 1.4% in the third quarter of 1995 and $88.2 million or 6.7%
          for the nine months ended September 30, 1995 from the comparable
          periods in 1994.  The Company's Sales and operating revenues and
          Costs and operating expenses include all Federal and State excise
          and other similar taxes which totalled $107.6 million and $97
          million for the three months ended September 30, 1995 and 1994,
          respectively; and $311.4 million and $295.1 million for the nine
          months ended September 30, 1995 and 1994, respectively.  The
          third quarter increase in Sales and operating revenues was
          primarily attributable to increases in excise taxes of $10.6
          million, which were partially offset by a .6% decrease in
          petroleum products sales volumes and a .1% decrease in the
          average sales price per gallon of petroleum products. 
          Additionally, there was a 2% or $.5 million decrease in
          merchandise sales.  The year to date increase was a result
          primarily of an 8.6% increase in the average sales price per
          gallon of petroleum products and a 7.7% or $5 million increase in
          merchandise sales.  Additionally, excise and similar taxes
          increased $16.3 million as previously discussed.  These increases
          were partially offset by a 1.4% decrease in petroleum products
          sales volumes.

          As previously mentioned, merchandise sales decreased 2% or
          $.5 million while merchandise gross profit increased $.5
          million or 9.4% for the three months ended September 30,
          1995 compared to the same period in 1994.  Additionally, the
          7.7% or $5 million increase in merchandise sales contributed
          to a $1.7 million or 11.6% increase in merchandise gross
          profit for the nine months ended September 30, 1995 compared
          to the same period in 1994.  These increases in merchandise
          gross profit occurred despite a slight reduction in the
          number of operating units during the period.  Merchandise
          gross margin (merchandise gross profit as a percent of
          merchandise sales) increased from 22.4% to 25.1% for the
          three months ended September 30, 1994 and 1995,
          respectively.  There was no significant change in
          merchandise gross profit for the nine months ended September
          30, 1995 as compared to the same period in 1994. The
          increase in gross margin in the third quarter of 1995 was
          due primarily to the increase in merchandise sales
<PAGE>


          previously mentioned. Late in the first quarter of 1994, a
          new merchandise pricing program was introduced which is
          designed to increase per unit customer traffic and overall
          merchandise sales and gasoline volumes.  A key element of
          the program includes the reduction of prices on certain
          items such as tobacco products and beverages.  This
          marketing strategy  has resulted in average monthly gasoline
          sales volume and merchandise sales increases on a same store
          basis of approximately 10.9% and 4.9%, respectively, for the
          third quarter of 1995  compared to the third quarter of
          1994.  Additionally, average monthly gasoline sales volume
          and merchandise sales increases on a same store basis were
          approximately 6.8% and 15.5%, respectively, for the nine
          months ended September 30, 1995 compared to the same 1994
          period.  These increases contributed to the overall $.5
          million and $1.7 million increases in merchandise gross
          profit mentioned above by increasing aggregate merchandise
          gross profit on a same

                                                                     
                        -11-

          <PAGE>

          store basis by 17.6% and 21.1%, respectively for the three and
          nine months ended September 30, 1995 as compared to the same
          periods in 1994.

          Costs and operating expenses decreased $15.5 million or 3.4% in
          the third quarter of 1995 compared to the same period in 1994. 
          The decrease was due to a $10 million decrease in the LIFO
          inventory provision and to a 2.8% decrease in the average cost
          per barrel consumed of crude oil and feedstocks.  Costs and
          operating expenses increased $69.8 million or 5.7% for the nine
          months ended September 30, 1995 compared to the same period in
          1994.  This increase was due to an increase in the average cost
          per barrel consumed of crude oil and feedstocks and to an
          increase in the provision for the replacement cost of the
          Company's inventories.  Additionally, ther were increases in
          excise taxes of $16.3 million as previously mentioned.  The
          results of operations were affected by the Company's use of the
          LIFO method to value inventory which increased the Company's
          gross margin $.18 per barrel ($2.6 million) for the three months
          ended September 30, 1995 while decreasing the gross margin $.54
          per barrel ($7.4 million) for the three months ended September
          30, 1994.  The use of the LIFO method increased the Company's
          gross margin $.01 per barrel ($.3 million) for the nine months
          ended September 30, 1995 while decreasing the gross margin  $.43
          per barrel ($17.9 million) for the nine months ended September
          30, 1994.


          Yields of gasoline improved to 90,606 barrels per day (bpd)
          (57.0%) for the third quarter of 1995 compared to 87,100 bpd
          (59.1%) in the third quarter of 1994.  Similarly, distillate
          production increased from 48,900 bpd (33.2%) in the third quarter
          of 1994 to 51,700 bpd (32.5%) for the same period in 1995. 
<PAGE>


          Additionally,  yields of gasoline improved to 93,300 bpd (60.3%)
          for the nine months ended September 30, 1995 compared to 88,100
          bpd (57.9%) for the same period in 1994 while distillate
          production decreased from 50,600 bpd (33.3%) for the nine months
          ended September 30, 1994 to 45,900 bpd (29.7%) for the nine
          months ended September 30, 1995.
          A majority of the Company's total crude oil and related raw
          material purchases are transacted on the spot market.  The
          Company continues to selectively enter into forward hedging
          contracts to minimize price fluctuations for a portion of its
          crude oil and refined products.

          A majority of the Company's total crude oil and related raw
          material purchases are transacted on the spot market.  The
          Company continues to selectively enter into forward hedging
          contracts to minimize price fluctuations for a portion of its
          crude oil and refined products.

          Selling and administrative expenses decreased $2.9 million or
          4.6% for the nine months ended September 30, 1995 as compared to
          the same period in 1994 as the Company continues to reduce
          expenses in these areas.

          Operating costs and expenses in the three and nine months ended
          September 30, 1995 included $1.2 million and $2.3 million,
          respectively, related to environmental matters, and $.6 million
          and $1.6 million, respectively related to retail units that have
          been closed.  This compares to $.7 million and $1.8 million,
          respectively, related to environmental matters, and $1.3 million
          and $2.1 million, respectively, related to retail units that have
          been closed, for the three and nine months ended September 30,
          1994.

          Depreciation and amortization decreased $2.9 million or 23.3% in
          the third quarter of 1995 and $5 million or 14.9% for the nine
          months ended September 30, 1995 compared to the same 1994
          periods. These decreases were primarily the result of decreases
          in refinery turnaround amortization for the three and nine months
          ended September 30, 1995 as compared to the same 1994 periods. 
          These decreases in turnaround amortization are primarily the
          result of a $10.4 million decrease in the total underlying value
          of the Pasadena Refinery Fluid Catalytic Cracking Unit (FCC)
          turnaround being amortized in 1995 compared to the total
          underlying value of the FCC turnaround that was amortized in
          1994.

          As was discussed in the Company's 1994 Form 10-K, since 1991, the
          Company had incurred expenditures of approximately $21 million in
          connection with engineering and an equipment acquisition which
          would have enabled the Pasadena refinery to manufacture low
          sulphur distillate. As of December 31, 1993, this project had
          been temporarily halted while the Company further studied the
          market economics of high sulphur versus low sulphur distillate
          during a complete business cycle.  As a result of this evaluation
          , in September 1994,  management abandoned its plans to construct
          a hydrodesulphurization unit at its Pasadena refinery.  
          Accordingly, for the three and nine months ended September 30,
<PAGE>


          1994, Sales and abandonments of property, plant and equipment
          reflect a write-down of the capitalized expenditures of $16.8
          million to an estimated salvage value of $4 million.

          Interest and other income increased $.4 million, in excess of
          100%, and $1.1 million or 99.4% for the three and nine months
          ended September 30, 1995 as compared to the same 1994 periods. 
          The 1995 increases were primarily due to increases in the average
          daily rate on cash invested of 149 and 118 basis points for the
          three and nine months ended September 30, 1995, respectively as
          compared to the same 1994 periods as well as increases in the
          average daily cash invested as a result of the Senior Note
          proceeds.

                                                                     
                        -12-

          <PAGE>

          Interest expense increased $1.8 million or 90.6% and $5.3 million
          or 90.3% for the three and nine months ended September 30, 1995
          compared to the same 1994 periods.  The increases were due to a
          $63.9 million increase in the average daily cash borrowed for the
          third quarter of 1995 and a $58.7 million increase in the average
          daily cash borrowed for the nine months ended September 30, 1995
          as compared to the same 1994 periods.  At September 30, 1995,
          there were additional outstanding borrowings of $64.1 million as
          compared to September 30, 1994.  The additional outstanding
          borrowings are due to the sale of $125 million of unsecured 10
          7/8% Senior Notes in January 1995 net of the repayment of the
          outstanding balance of the 10.42% Senior Notes as previously
          discussed.

          On January 24, 1995, the Company completed the sale of $125
          million of unsecured 10 7/8% Senior Notes due February 1, 2005
          priced at 99.75% (Notes).  Approximately $55 million of the net
          proceeds from the sale was used to retire the Company's
          outstanding 10.42% Senior Notes, including a prepayment premium
          of $3.4 million.  The remaining portion of the outstanding 10.42%
          Senior Notes had been paid on January 3, 1995 as part of the
          regularly scheduled debt service.  In the first quarter of 1995,
          the Company recorded an extraordinary loss of  $3.3 million (net
          of income tax benefits of $2 million) consisting of redemption
          related premiums and the write-off of deferred financing costs
          associated with the 10.42% Senior Notes.

          Liquidity and Capital Resources

          Net cash provided by operating activities (including changes in
          working capital) totalled $1.5 million for the nine months ended
          September 30, 1995 compared to cash used in operating activities
          of $10.4 million for the nine months ended September 30, 1994. 
          The 1995 inflows consist of cash provided by operations before
          changes in working capital of $22.4 million which was partially
          offset by cash outflows of $20.9 million related to working
          capital requirements resulting from decreases in crude oil,
          refined products and other payables and increases in prepaid
<PAGE>


          operating expenses.  These working capital outflows were
          partially offset by decreases in receivables and in the value and
          volume of crude oil and finished product inventories and
          increases in accrued liabilities.  The 1994 outflows consist of
          $28.3 million related to working capital requirements resulting
          from increases in the value and volume of crude oil and finished
          product inventories , receivables and prepaid operating expenses
          and to decreases in inventory payables and in accrued excise tax
          liabilities.  These outflows were partially offset by $17.9
          million of cash provided by operations before changes in working
          capital.

          Net cash outflows from investment activities were $33.5 million
          for the nine months ended September 30, 1995 compared to a net
          outflow of $17.9 million for the same 1994 period.  The 1995
          amount consists principally of capital expenditures of $27.1
          million (which includes $11.9 million from refinery operations
          and $15.2 million relating to the marketing area).  Additionally,
          there were increases in other deferred assets of $7.4 million,
          which consists primarily of $2.9 million in loan placement fees
          related to the sale of $125 million of unsecured 10 7/8% Senior
          Notes in January 1995, and $2.3 million of deferred charges
          associated with long-term corporate wide projects.  Additionally,
          there were refinery turnaround expenditures of $1.1 million. 
          These cash outflows were partially offset by proceeds from the
          sale of property, plant and equipment of $2.1 million.  The 1994
          activity relates primarily to $21.1 million of capital
          expenditures (which includes $11.8 million relating to refinery
          operations and $6.9 million relating to the marketing area) and
          refinery turnaround expenditures of $.6 million.  The 1994 cash
          outflows were partially offset by proceeds from the sale of
          property, plant and equipment of $3.4 million.

          Net cash provided by financing activities was $24.8 million  for
          the nine months ended September 30, 1995 compared to cash used in
          financing activities of $2.6 million for the nine months ended
          September 30, 1994.  The 1995 cash inflows relate to $24.4
          million in net proceeds received from debt and credit agreement
          borrowings due primarily to the sale in January 1995 of $125
          million of unsecured 10 7/8% Senior Notes net of amounts used to
          repay outstanding balances relating to the 10.42% Senior Notes
          (including a prepayment premium) and credit agreement borrowings.
          The 1994 cash outflows relate primarily to the acquisition of
          135,000 shares of Class B Common Stock for use in connection with
          the awards of stock and options under the Incentive Plans.

          Cash and cash equivalents at September 30, 1995 were $26.5
          million higher than at September 30, 1994.  This increase
          resulted primarily from cash provided by financing activities of
          $64.6 million for the period October 1, 1994 to September 30,
          1995 which consists of $64.1 million relating primarily to the
          sale in January 1995 of $125 million of unsecured 10 7/8% Senior
          Notes as previously discussed.  Additionally, cash inflows from
          operating activities for the twelve month period ended September
          30, 1995 totaled $20.5 million.  These cash inflows were
          partially offset by cash used in investment activities of $58.6
          million which includes capital expenditures of $40.4 million,
<PAGE>


          deferred turnaround costs of $12.9 million, increases in deferred
          loan costs of $2.5 million and $2.9 million of deferred charges
          associated with the Company's long-term strategic projects. 
          Additionally,  there were charges to other deferred assets of
          $3.6 million .  Partially offsetting these cash outflows was $3.6
          million of proceeds received from the sale of property, plant and
          equipment.

                                                                     
                        -13-

          <PAGE>

          The ratio of current assets to current liabilities at September
          30, 1995 was 1.48:1 compared to 1.24:1 at September 30, 1994 and
          1.22:1 at December 31, 1994.  If FIFO values had been used for
          all inventories, assuming an incremental effective income tax
          rate of 38.5%, the ratio of current assets to current liabilities
          would have been 1.59:1 at September 30, 1995, 1.36:1 at September
          30, 1994 and 1.32:1 at December 31, 1994.

          Like other petroleum refiners and marketers, the Company's
          operations are subject to extensive and rapidly changing federal
          and state environmental regulations governing air emissions,
          waste water discharges, and solid and hazardous waste management
          activities.  The Company's policy is to accrue environmental and
          clean-up related costs of a non-capital nature when it is both
          probable that a liability has been incurred and that the amount
          can be reasonably estimated.  While it is often extremely
          difficult to reasonably quantify future environmental related
          expenditures, the Company anticipates that a substantial capital
          investment will be required over the next several years to comply
          with existing regulations.  The Company believes that cash
          provided from its operating activities, together with other
          available sources of liquidity, including the remaining proceeds
          of the $125 million of unsecured 10 7/8% Senior Notes and
          borrowings under the Credit Facility, will be sufficient to fund
          these costs. The Company had recorded a liability of
          approximately $16.5 million as of September 30, 1995 to cover the
          estimated costs of compliance with environmental regulations
          which are not anticipated to be of a capital nature.  The
          liability of $16.5 million includes accruals for issues extending
          past 1996.

          Environmental liabilities are subject to considerable
          uncertainties which affect the Company's ability to estimate its
          ultimate cost of remediation efforts.  These uncertainties
          include the exact nature and extent of the contamination at each
          site, the extent of required cleanup efforts, varying costs of
          alternative remediation strategies, changes in environmental
          remediation requirements, the number and financial strength of
          other potentially responsible parties at multi-party sites, and
          the identification of new environmental sites.  As a result,
          charges to income for environmental liabilities could have a
          material effect on the results of operations in a particular
          quarter or year as assessments and remediation efforts proceed or
          as new claims arise.  However, management is not aware of any
<PAGE>


          matters which would be expected to have a material adverse effect
          on the Company.

          During the years 1995-1997, the Company estimates environmental
          expenditures at the Pasadena and Tyler refineries, of at least
          $4.3 million and $18.2 million, respectively.  Of these
          expenditures, it is anticipated that $3.2 million for Pasadena
          and $16.7 million for Tyler will be of a capital nature, while
          $1.1 million and $1.5 million, respectively, will be related to
          previously accrued non-capital remediation efforts.  At the
          Company's marketing facilities, capital expenditures relating to
          environmental improvements are planned totaling approximately $23
          million through 1998.

          As discussed in Note C of Notes to Unaudited Condensed Financial
          Statements, effective as September 25, 1995, the Company entered
          into a new two year Revolving Credit Facility, which is included
          as Exhibit 4 (a) of this filing.  Management believes the new
          agreement will adequately provide anticipated working capital
          requirements as well as support future growth opportunities.  As
          a result of a strong balance sheet and overall favorable credit
          relationships,  the Company has been able to maintain open lines
          of credit with its major suppliers.  Under the Revolving Credit
          Agreement (Credit Agreement), the Company had outstanding as of
          October 31, 1995, irrevocable standby letters of credit in the
          principal amount of $19.4 million for purposes in the ordinary
          course of business.

          At the Company's option, up to $37.5 million of the unsecured 10
          7/8% Senior Notes (Notes) may be redeemed at 110.875% of the
          principal amount at any time prior to February 1, 1998.  After
          such date, they may not be redeemed until February 1, 2000 when
          they are redeemable at 105.438% of the principal amount, and
          thereafter at an annually declining premium over par until
          February 1, 2003 when they are redeemable at par.  The Notes were
          issued under an Indenture which includes certain restrictions and
          limitations customary with senior indebtedness of this type
          including, but not limited to, the payment of dividends and the
          repurchase of capital stock.  There are no sinking fund
          requirements on the Notes.

          Also as discussed in Note C of Notes to Unaudited Consolidated
          Condensed Financial Statements, the Company has entered into
          interest rate swap agreements to effectively convert $47.5
          million of its fixed rate debt to variable interest rate debt
          with maturities ranging from 1996 to 1998.  According to the
          terms of these swap agreements, the variable interest rates to be
          paid by the Company are reset on various predetermined dates
          which range from November 1995 to March 1998.  The Company may
          utilize interest rate swaps in the future to manage the cost of
          funds.

          At September 30, 1995, the Company was in compliance with all
          covenants and provisions of the Credit Agreement.  Meeting the
          covenants imposed by the Credit Agreement is dependent, among
          other things, upon the level of future earnings.  The Company
          reasonably expects to continue to be in compliance with the
<PAGE>


          covenants imposed by the Credit Agreement over the next twelve
          months.

                                                                     
                        -14-

          <PAGE>


          As a result of Crown's strategy of obtaining a greater balance
          between gasoline production and retail marketing, 15 Conoco units
          were purchased in North Carolina (13) and Georgia (2) in August
          1995. The high growth area of Greensboro, N.C. represents the
          largest concentration of these with nine new locations bringing
          our presence in the state of North Carolina to 74 units.

          In March 1995, the Financial Accounting Standards Board adopted
          Statement of Financial Accounting Standards No. 121, ``
                                                                Accounting
          for the Impairment of Long-Lived Assets and for Long-Lived Assets
          to be Disposed Of''
                             (SFAS No. 121).  SFAS No. 121 requires an
          entity to review long-lived assets for impairment whenever events
          or circumstances indicate that the carrying amount of an asset
          may not be recoverable.  Implementation of SFAS No. 121 is
          required for financial statements for fiscal years beginning
          after December 15, 1995.  The Company does not plan to adopt the
          provisions of SFAS No. 121 prior to the effective date and does
          not believe at this time that there will be any material impact
          from the future implementation of SFAS No. 121.

          The Company's management is involved in a continual process of
          evaluating growth opportunities in its core business as well as
          its capital resource alternatives.  The Company is prudently
          proceeding with the most attractive projects and is likely to
          have total capital expenditures of approximately $40 million in
          1995.  The Company believes that cash provided from its operating
          activities, together with other available sources of liquidity,
          including the remaining proceeds of the $125 million of unsecured
          10 7/8% Senior Notes (Notes) and borrowings under the Credit
          Facility, will be sufficient over the next several years to make
          required payments of principal and interest on its debt,
          including interest payments due on the Notes, permit anticipated
          capital expenditures and fund the Company's working capital
          requirements.

          The Company places its temporary cash investments in high credit
          quality financial instruments which are in accordance with the
          covenants of the Company's financing agreements.  These
          securities mature within ninety days, and, therefore, bear
          minimal risk.  The Company has not experienced any losses on its
          investments.

          The Company faces intense competition in all of the business
          areas in which it operates.  Many of the Company's competitors
          are substantially larger and therefore, the Company's earnings
          can be affected by the marketing and pricing policies of its
          competitors, as well as changes in raw material costs.
<PAGE>


          Merchandise sales and operating revenues from the Company's
          convenience stores are seasonal in nature, generally producing
          higher sales and net income in the summer months than at other
          times of the year.  Gasoline sales, both at the Crown multi-pumps
          and convenience stores, are also somewhat seasonal in nature and,
          therefore, related revenues may vary during the year.  The
          seasonality does not, however, negatively impact the Company's
          overall ability to sell its refined products.

          The Company maintains business interruption insurance to protect
          itself against losses resulting from shutdowns to refinery
          operations from fire, explosions and certain other insured
          casualties.  Business interruption coverage begins for such
          losses at the greater of $5 million or shutdowns for periods in
          excess of 25 days.

                                                                     
                        -15-

          <PAGE>

          PART II - OTHER INFORMATION

          Item 1 - Legal Proceedings

          There has been no material change in the status of legal
          proceedings as reported in Item 1 of Part II of the Company's
          Quarterly Report on Form 10-Q for the quarterly period ended June
          30, 1995.

          The Company is involved in various matters of litigation, the
          ultimate determination of which, in the opinion of management, is
          not expected to have a material adverse effect on the Company.


          Item 6 - Exhibits and Reports on Form 8-K

                       (a)  Exhibit:

                       4 - (a)  Credit Agreement dated as of September 25,
          1995.

                      20 -   Interim Report to Stockholders for the three
          and six months ended
                               September 30, 1995

                      27 -   Financial Data Schedule


                      (b)  Reports on Form 8-K:

                             There were no reports on Form 8-K filed with
                the Securities and Exchange
                             Commission during the three months ended
                September 30, 1995.
<PAGE>



                                                                          
             SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act
          of 1934, the Registrant has duly caused this report on Form 10-Q
          for the quarter ended September 30, 1995 to be signed on its
          behalf by the undersigned thereunto duly authorized.

                                                                        
          CROWN CENTRAL PETROLEUM CORPORATION



                                                                        
          /s/---John E. Wheeler, Jr.
                                                                        
          John E. Wheeler, Jr.,
                                                                        
          Senior Vice President - Treasurer and Controller,
                                                                        
          Chief Accounting Officer
                                                                        
          and Duly Authorized Officer

          Date:  November 14, 1995
<PAGE>


                                                                     
                        -16-