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          THIS  FIRST   AMENDMENT  TO   THE  CROWN   CENTRAL
          PETROLEUM
          CORPORATION 1994 LONG TERM INCENTIVE PLAN, made on
          this 26th  day of  September     , 1996  BY  CROWN
          CENTRAL   PETROLEUM   CORPORATION,   a    Maryland
          Corporation:

          WITNESSETH

          WHEREAS, Crown Central Petroleum Corporation  (the
          "Company") maintains the  Crown Central  Petroleum
          Corporation  1994   Long  Term   Incentive   Plan,
          effective as of January 1, 1994 (the "Plan").  The
          Company has the  power to amend  the Plan and  now
          wishes to do so.

          NOW, THEREFORE, the Plan is amended as follows:

          I.  Effective September 26, 1996, Section  4(a)(1)
          is amended to read as follows:

          ``
           (1)  The purchase price of the Stock  subject to
          the option  may  be  paid,  at  the  Participant's
          election, in one or more of the following methods:
          (A)   in  cash,  (B) by  delivery  of  a  properly
          executed exercise notice together with irrevocable
          instructions to a  broker to  deliver promptly  to
          the Corporation, from  the sale  or loan  proceeds
          with respect  to  the  sale of  Stock  or  a  loan
          secured by Stock, the amount necessary to pay  the
          exercise price,  (C)  by having  shares  of  Stock
          deducted  from   the   payment  to   satisfy   the
          obligation  in  full  or   in  part,  or  (D)   by
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          delivering   already   owned   Stock   which   the
          Participant has owned  at least six  months.   The
          number of  shares  of  Stock  to  be  deducted  or
          delivered shall  be  determined by  the  Committee
          with reference  to the  Fair Market  Value of  the
          Stock when the  exercise is made.   The  Committee
          may authorize any other methods for the payment of
          the  exercise   price  that   it  determines   are
          consistent with the Plan's purpose and  applicable
          law.  No fractional shares of Stock will be issued
          or accepted.''

            II.    Effective  September  26,  1996,  Section
          6(a)(4) is amended to read as follows: 

          ``
           (4)   Withholding.   A provision  requiring  the
          withholding of  applicable taxes  required by  law
          from all amounts paid in satisfaction of an Award.
           A  Participant  must elect  one  or more  of  the
          following  methods  to  satisfy  the   withholding
          obligation:  (A) paying the amount of any taxes in
          cash or through withholding from compensation, (B)
          having shares of Stock  deducted from the  payment
          to satisfy the obligation in  full or in part,  or
          (C)  delivering  already  owned  Stock  which  the
          Participant has  owned  at  least  six  months  to
          satisfy the  obligation in  full or  in part.  The
          amount of the withholding and the number of shares
          to be deducted or delivered shall be determined by
          the Committee with  reference to  the Fair  Market
          Value  of  the  Stock  when  the  withholding   is
          required to be made.''

          III.    Effective  September  26,  1996,   Section
          6(a)(6) is deleted in its entirety.

          IV.   Effective  September 26,  1996,  the  second
          sentence of  Section  7  is  amended  to  read  as
          follows:

          ``
           The Committee may at any time alter or amend any
          or all  Award Agreements  under  the Plan  to  the
          extent permitted by law, but no such alteration or
          amendment shall impair the rights of any holder of
          an Award without the  holder's consent, except  to
          preserve the Award as exempt from Section 16(b) of
          the Exchange Act.''

          V.    Effective  September  26,  1996,  the  first
          sentence of  Section 8(a)  is amended  to read  as
          follows:

          ``
           The Plan and all Awards granted pursuant thereto
          shall be administered by a Committee of the  Board
          of Directors, which Committee shall consist of not
          less  than  two  (2)  members  of  such  Board  of
          Directors who are ``Non-Employee Directors''
                                                      under
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          Rule 16b-3(b)(3) of the Exchange Act  and shall be
          constituted so  as to  permit the  Plan to  comply
          with the  administration  requirements  of    Code
          Section 162(m)(4)(C).''
                                 

          VI.   In all  respects not  amended, the  Plan  is
          hereby ratified and confirmed.

          *  *  *  *  *

          IN WITNESS WHEREOF,  the Company  has caused  this
          Amendment to be  executed by  its duly  authorized
          officer and its corporate seal duly attested as of
          the day and year first above written.

          ATTEST:

          Delores B. Rawlings

          CROWN CENTRAL PETROLEUM CORPORATION

          By  Henry A. Rosenberg, Jr.
          Chairman of the Board