<PAGE>


     UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                                    
                         FORM 10-Q
                                    
                                    
                                    
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934
                                    
       For the quarterly period ended MARCH 31, 1999
                                    
                            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)
                                    
             MARYLAND                     52-0550682
    (State or 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)
                                    
                       410-539-7400
   (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, and (2) has been subject to such filing requirements
for the past 90 days.

                        YES  X    NO


The number of shares outstanding at April 30, 1999 of the Registrant's $5 par
value Class A and Class B Common Stock was 4,817,394 shares and 5,236,217
shares, respectively.


<PAGE>
<TABLE>
<CAPTION>

       CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES


                        Table of Contents
<S>       <C>   <C>                                        <C>
                                                            Page
                                                           
PART I    -     FINANCIAL INFORMATION                      
                                                           
Item 1    -     Financial Statements (Unaudited)           
                                                           
                Consolidated Condensed Balance Sheets      
                March 31, 1999 and December 31, 1998         3-4
                                                           
                Consolidated Condensed Statements of       
                Operations Three months ended March 31,
                1999 and 1998                                 5
                                                           
                Consolidated Condensed Statements of Cash  
                Flows Three months ended March 31, 1999
                and 1998                                      6
                                                           
                Notes to Unaudited Consolidated Condensed   7-12
                Financial Statements
                                                           
Item 2    -     Management's Discussion and Analysis of    
                Financial Condition and Results of
                Operations                                  12-20
                                                           
Item 3    -     Qualitative and Quantitative Disclosures   
                About Market Risk
                                                           
                                                           
PART II   -     OTHER INFORMATION                          
                                                           
Item 1    -     Legal Proceedings                            20
                                                           
Item 4    -     Submission of Matters to a Vote of           20
                Security Holders
                                                           
Item 6    -     Exhibits and Reports on Form 8-K             21
                                                           
                Exhibit 20                                 - Interim Report to
                Stockholders for the three months ended March 31, 1999
                                                           
                Exhibit 27 (a)- Financial Data Schedule    
                for the three months ended March 31, 1999
                                                           
                Exhibit 27 (b)March 31, 1998 - Financial   
                Data Schedule for the three months ended
                March 31, 1998 - revised                   
                                                           
SIGNATURE                                                    21
                                                           
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements




        CONSOLIDATED CONDENSED BALANCE SHEETS
 Crown Central Petroleum Corporation and Subsidiaries
                (Thousands of dollars)
                                           
                               March 31    December
                                           31
                               1999        1998
                               ----------  ----------
                               -           -
<S>                            <C>         <C>
ASSETS                         (Unaudited  
                                   )
                                           
CURRENT ASSETS                             
  Cash and cash equivalents    $23,231     $14,470
  Restricted cash                          12,000
  Accounts receivable - net     71,184     60,227
  Recoverable income taxes         569        616
  Inventories                   62,093     80,104
  Other current assets           7,056      1,411
                               ----------  ----------
                               ---         ----
     TOTAL CURRENT ASSETS      164,133     168,828
                                           
                                           
                                           
                                           
                                           
INVESTMENTS    AND    DEFERRED  47,286     47,044
CHARGES
                                           
                                           
                                           
                                           
                                           
PROPERTY, PLANT AND EQUIPMENT  677,677     668,395
      Less    allowance    for 367,812     362,684
depreciation                   ----------  ----------
                               ---         ----
    NET  PROPERTY,  PLANT  AND 309,865     305,711
EQUIPMENT
                                           
                                           
                                           
                               ---------   ----------
                               ---         ----
                                           
                                           
                                           
                               $           $
                               521,284     521,583
                               ==========  ==========
                               ===         ===



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



<PAGE>


<TABLE>
<CAPTION>

        CONSOLIDATED CONDENSED BALANCE SHEETS
 Crown Central Petroleum Corporation and Subsidiaries
                (Thousands of dollars)
                                            
                                  March 31   December
                                                31
                                 1999       1998
                                 ---------- ----------
                                 ----       -----
<S>                              <C>        <C>
LIABILITIES  AND  STOCKHOLDERS'  (Unaudited 
EQUITY                               )
                                            
CURRENT LIABILITIES                         
  Accounts Payable:                         
     Crude   oil  and   refined  $65,882    $48,466
products
   Other                         39,126      36,750
  Accrued Liabilities            42,773      53,730
    Borrowings  under   Secured  20,000      10,000
Credit Facility
   Current portion of long-term     617       1,307
debt                             ---------- ----------
                                 ---        ----
     TOTAL CURRENT LIABILITIES   168,398    150,253
                                            
LONG-TERM DEBT                   129,673    129,899
                                            
DEFERRED INCOME TAXES            17,421      23,947
                                            
OTHER DEFERRED LIABILITIES       38,622      38,711
                                            
COMMON STOCKHOLDERS' EQUITY                 
   Common stock, Class A -  par             
value $5 per share:
      Authorized   shares    --             
7,500,000; issued and
      Outstanding   shares   --  24,087      24,087
4,817,394 in 1999 and 1998
   Common stock, Class B -  par             
value $5 per share:
      Authorized   shares    --             
7,500,000; issued and
      Outstanding   shares   --  26,181      26,181
5,236,217 in 1999 and 1998
  Additional paid-in capital     91,536      91,466
  Unearned restricted stock      (1,343)     (1,500)
  Retained earnings              26,709      38,539
                                 ---------- ----------
                                 ---        ----
     TOTAL COMMON STOCKHOLDERS'  167,170    178,773
EQUITY
                                            
                                 ---------- ----------
                                 ---        ----
                                 $       52 $        52
                                 1,284      1,583
                                 ========== ==========
                                 ===        ====


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

</FN>
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
      Crown Central Petroleum Corporation and
                   Subsidiaries
 (Thousands of dollars, except per share amounts)
                                         
                                         
                                   (Unaudited)
                                Three Months Ended
                                     March 31
                                1999                                    1998
                                ---------  -------
                                ----       ------
<S>                             <C>        <C>
REVENUES                                   
 Sales and operating revenues   $225,165   $327,6
                                           39
                                           
OPERATING COSTS AND EXPENSES               
 Costs and operating expenses   204,568    314,495
 Selling expenses                22,584    20,130
 Administrative expenses          5,562     5,125
 Depreciation and amortization    8,789     8,164
 Sales and abandonments of                 
property,                           363       (20)
      plant and equipment       ---------  -------
                                ----       ------
                                241,866    347,894
                                ---------  -------
                                ----       ------
                                           
OPERATING (LOSS)                (16,701                          )(20,255                          )
Interest and other income         1,846     1,593
Interest expense                 (3,495                          )(3,530)
                                ---------  -------
                                ----       ------
                                           
(LOSS) BEFORE INCOME TAXES      (18,350                          )                        (22,192   )
                                           
INCOME TAX (BENEFIT)             (6,520                          )(8,449)
                                ---------  -------
                                ----       ------
                                           
NET (LOSS)                      $(11,830                         )$(13,7
                                =========  43   )
                                ====       =======
                                           ======
                                           
NET (LOSS) PER SHARE - BASIC    $ (1.20                          )$(1.40)
AND DILUTED                     =========  =======
                                ====       ======

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

<PAGE>


<TABLE>
<CAPTION>

      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
   Crown Central Petroleum Corporation and Subsidiaries
                  (Thousands of dollars)
                                                       
                                                       
                                        (Unaudited)
                                 Three Months Ended March
                                            31
                                 1999              1998
                                 --------------   ----------
                                                  -----
<S>                              <C>              <C>
NET CASH FLOWS FROM OPERATING                     
ACTIVITIES
 Net cash from operations                         
before
   Changes in assets and         $4,468            $(13,802                        )
liabilities
 Net changes in assets and        9,151            (8,742                          )
liabilities                      --------------   ----------
                                                  -----
                                                  
   NET CASH PROVIDED BY (USED    13,619            (22,544                         )
IN) OPERATING                    --------------   ----------
           ACTIVITIES                             -----
                                                  
                                                  
CASH FLOWS FROM INVESTMENT                        
ACTIVITIES
 Capital Expenditures            (9,210)           (10,021                         )
 Proceeds from sales of                           
property, plant
   And equipment                     29               211
 Capitalization of software         (76)                           (76) (1,078                          )
costs
 Deferred turnaround             (4,630)             (474                          )
maintenance
 Other charges to deferred         (552)              (92                          )
assets                           ---------------  ----------
                                                  -----
                                                  
   NET CASH (USED IN)            (14,439                          ) (11,454                         )
INVESTMENT ACTIVITIES            ---------------  ----------
                                                  -----
                                                  
                                                  
Cash Flows From Financing                         
Activities
 Proceeds from debt and credit   97,000            27,441
agreement borrowings
 (Repayments) of debt and        (87,923                          )                   (372 )
credit agreement borrowings
 Net cash flows from long-term      504                85
notes receivable
 Issuance of common stock                             562
                                 --------------   ----------
                                                  ----
                                                  
   NET CASH PROVIDED BY           9,581            27,716
FINANCING ACTIVITIES             --------------   ----------
                                                  ----
                                                  
                                                  
NET INCREASE (DECREASE) IN CASH  $8,761            $(6,282                         )
AND CASH EQUIVALENTS             ==============   ==========
                                                  ====



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


<PAGE>


NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Crown Central Petroleum Corporation and Subsidiaries

March 31, 1999


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 months ended March 31, 1999 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1999.  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, 1998.

The following summarizes the significant accounting policies and practices
followed by the Company:

Principles of Consolidation:  The consolidated financial statements include the
accounts of Crown Central Petroleum Corporation and all majority-owned
subsidiaries.  All significant intercompany accounts and transactions have been
eliminated.  The Company's investments in unconsolidated affiliates are
accounted for under the equity method.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires Management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.

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.

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.


                      [This space intentionally left blank]


<PAGE>


<TABLE>
<CAPTION>

NOTE B - SUPPLEMENTARY CASH FLOW INFORMATION

Net  changes  in assets and liabilities presented in the Unaudited  Consolidated
Condensed Statements of Cash Flows is comprised on the following:

                                              Three Months Ended
                                                   March 31
                                               1999                          1998
                                             --------- ---------
                                             -----     ------
                                                (thousands of
                                                   dollars)
<S>                                          <C>       <C>
(Increase) decrease in accounts receivable   $(10,957                           ) $29,303
Decrease (increase) in inventories            18,011    (29,659                            )
(Increase) in other current assets            (5,645                            ) (1,873)
Increase in crude oil and refined products    17,416     4,660
payable
Increase in other accounts payable             2,376     1,391
(Decrease) in accrued liabilities and other  (10,863                            ) (12,740                            )
deferred liabilities
(Increase) decrease in recoverable and       (13,187                            )    176
deferred income taxes
Decrease in restricted cash                   12,000   
                                             --------- ---------
                                             -----     -----
                                                       
                                             $ 9,151                            $  (8,742               )
                                             ========= =========
                                             =====     =====
</TABLE>


<TABLE>
<CAPTION>

NOTE C - INVENTORIES

Inventories consist of the following:

                                       March       December
                                         31           31
                                        1999           1998
                                      ----------       ----------
                                          (thousands of dollars)
<S>                                   <C>              <C>
Crude oil                              $16,910         $26,489
Refined products                       40,124          39,776
                                      -----------      -----------
     Total   inventories   at    FIFO  57,034          66,265
(approximates current cost)
LIFO allowance                         (9,320                                  )  (184)
                                      -----------      -----------
    Total   crude  oil  and   refined  47,714          66,081
products                              -----------      -----------
                                                       
Merchandise   inventory    at    FIFO   8,402           7,950
(approximates current cost)
LIFO allowance                         (2,515                                  )      (2,515                            )
                                      -----------      -----------
  Total merchandise                     5,887           5,435
                                      -----------      -----------
                                                       
Materials  and supplies inventory  at   8,492           8,588
FIFO                                  -----------      -----------
  TOTAL INVENTORY                      $62,093         $80,104
                                      ===========      ===========

<FN>
Due to the increase in refined product prices, the reserve of approximately $7.1
million recorded as of December 31, 1998 to reflect valuing inventories at the
lower of cost or market was reversed as of March 31, 1999.
</FN>

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

NOTE D - LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consists of the following:

                                March 31     December
                                                31
                                1999          1998
                              ------------- ---------
                              ---           ------
                              (thousands of
                                dollars)
<S>                           <C>           <C>
Unsecured   10.875%   Senior   $124,818      $124,810
Notes
Loan and Security Agreement    20,000        10,000
Purchase Money Liens            5,265         6,159
Other obligations                 207           237
                              ------------- ---------
                              -             -----
                               150,290       141,206
                                            
Less  current portion - Loan   20,000        10,000
and Security Agreement
Less current portion              617         1,307
                              ------------- ---------
                              -             -----
  LONG-TERM DEBT               $129,673      $129,899
                              ============= =========
                              =             =====

</TABLE>



The 10 7/8% Senior Notes due 2005 (Notes) were issued under an Indenture, which
includes certain restrictions and limitations, including the payment of
dividends, repurchase of capital stock and the incurrence of additional debt.
As of March 31, 1999, the Indenture substantially restricted the Company from
effecting borrowings outside of the Secured Credit Facility and precluded the
payment of dividends.  The Company has not paid a dividend on its shares of
common stock since the first quarter, 1992.

The Loan and Security Agreement, as amended, (Secured Credit Facility) provides
for up to $125 million availability for cash borrowing and letter of credit
needs. The Secured Credit Facility, which has a three-year term and is secured
by certain current assets of the Company, is intended for general corporate and
working capital requirements.  It includes limitations on additional
indebtedness and cash dividends and requires compliance with financial covenants
dealing with minimum levels of working capital and net worth.  Up to $75 million
of the Secured Credit Facility is subject to the availability of eligible
collateral while the remaining $50 million (provided through a related party of
the Company) is not subject to such eligibility limitations.  This additional
availability is provided to the Company under terms and conditions which are not
less favorable than the Company could obtain from independent third parties, as
was evidenced by a fairness opinion which the Company obtained from an
independent investment banking firm of national reputation.  At March 31, 1999,
eligible collateral totaled $60.3 million due to historically low inventory
levels.  Borrowings under the Secured Credit Facility bear interest based on the
prime rate or LIBOR based rates.  Eligible collateral increased to $75 million
at April 30, 1999.

As of March 31, 1999, under the terms of the Secured Credit Facility, the
Company had cash borrowings bearing interest at 8% per annum of $20 million and
outstanding irrevocable letters of credit in the principal amount of $13.2
million.  The unused commitments under the terms of the Secured Credit Facility
were $91.8 million at March 31, 1999.  The Company pays an annual commitment fee
on the unused portion of the Secured Credit Facility.


NOTE E - CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES


The net deferred loss from futures contracts included in crude oil and refined
product hedging strategies was approximately $1.4 million at March 31, 1999.
Included in these hedging strategies are futures contracts maturing in April and
September 1999.  The Company is using these contracts to defer the pricing of
approximately 6% of its crude oil commitments for the aforementioned period.

<PAGE>

NOTE F - CALCULATION OF NET (LOSS) PER COMMON SHARE

Net  (loss) per common share for the three months ended March 31, 1999 and  1998
is  based on the weighted average of common shares outstanding of 9,871,431  and
9,812,569, respectively. The average outstanding and equivalent shares  excludes
214,325  and  147,300  shares  of  Performance Vested  Restricted  Stock  (PVRS)
registered to participants in the 1994 Long-Term Incentive Plan (Plan) at  March
31, 1999 and 1998, respectively.  The PVRS shares are not considered outstanding
for  earnings per share calculations until the shares are released to  the  Plan
participants.

The  following table provides a reconciliation of the basic and diluted earnings
per share calculations:


<TABLE>
<CAPTION>

                                     THREE MONTHS ENDED
                                MARCH 31
                                   1999       1998
                                ----------    -----------
                                ----        ---
                                 (dollars in thousands,
                                 except per share data)
<S>                              <C>          <C>
(LOSS)   APPLICABLE  TO   COMMON              
SHARES
                                              
Net (loss)                          $(11,830            $
                                 )            (13,743   )
                                 ==========   ===========
                                 ==           =
                                              
Common  shares  outstanding   at              
January 1, 1999
  and 1998, respectively               10,05  
                                 3,611        10,058,168
                                              
Restricted  shares held  by  the              
Company at January 1,
  1999 and 1998, respectively       (182,180  
                                 )            (260,700  )
                                              
Weighted   average   effect   of              
shares of common stock
    Issued   for  stock   option              
exercises                        ----------   15,101
                                 --           -----------
                                              --
                                              
Weighted   average   number   of              
common shares outstanding,
   as adjusted at March 31, 1999              
and 1998, respectively -
  basic and diluted               9,871,431   
                                 ==========   9,812,569
                                 ==           ===========
                                              ==
                                              
EARNINGS PER SHARE:                           
                                              
Net (loss) - basic and diluted        $(1.20            $
                                 )            (1.40)
                                 ==========   ===========
                                 ==           ==
</TABLE>


NOTE G - LITIGATION AND CONTINGENCIES

There have been no material changes in the status of litigation and
contingencies 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, 1998.

NOTE H - SEGMENT INFORMATION

The Company has two reportable segments: refinery operations and retail
marketing.  The Company's refinery operations segment consists of two high-
conversion petroleum refineries, one located in Pasadena, Texas and the other
located in Tyler, Texas.  The Pasadena and Tyler refineries sell petroleum
products directly to other oil companies, jobbers, and independent marketers.
In addition, the Pasadena refinery sells directly into the Gulf Coast spot
market as well as to an independent network of dealer-operated retail units that
sell Crown-branded petroleum products and to the Company's own retail segment.
The Company's retail segment sells petroleum products and convenience store
merchandise directly to retail customers.

The Company evaluates performance and allocates resources based on profit or
loss from operations before income taxes, interest income or expense, and
corporate expenses.  The accounting policies of the reportable segments are the
same as those disclosed in the summary of accounting policies described in Note
A of Notes to Consolidated Financial Statements in the Annual Report on Form 10-
K for the fiscal year ended December 31, 1998.

Intersegment sales and transfers are recorded at market prices.  Income or loss
on intersegment sales is eliminated in consolidation.


<PAGE>

The Company's reportable segments are business divisions that offer different
operating and gross margin characteristics and different distribution methods.
The reportable segments are each managed separately due to their distinct
operating characteristics.

<TABLE>
<CAPTION>

Three ended March 31, 1999:
                             Refinery      Retail  
                             Operations   Marketin Totals
                             -----------  g        -------
                             ----         -------  -----
                                          -----
                                (thousands of dollars)
<S>                          <C>          <C>      <C>
Revenues from external       $128,436     $89,660  $218,0
customers                                          96
Intersegment revenues         84,422               84,422
(Loss)                        (9,073)     (1,363)  (10,43
                                                   6    )
Capital expenditures           4,249       4,246    8,495
</TABLE>


<TABLE>
<CAPTION>

Three Months ended March 31, 1998:

                                Ref       Retail   
                             inery
                                Ope       Market   Totals
                             rations      ing      -------
                             -----------  -------  -----
                             --           -----
                                (thousands of dollars)
<S>                          <C>          <C>      <C>
Revenues from external            $                     225,291$103,9       $3
customers                                 20       29,211
Intersegment revenues                                   120,430         120,4
                                                   30
(Loss) Income                                           (18,450) 4,016   (14,4
                                                   34  )
Capital expenditures                                      420 8,215   8,635

</TABLE>


<TABLE>
<CAPTION>

Sales and operating revenues reconciliation:

                                  Three months ended
                                       March 31
                                 1999             1998
                                ------------      --------
                                                  ----
                                 (thousands of dollars)
<S>                             <C>               <C>
Total external revenues for     $218,096          $329,211
reportable segments
Intersegment revenues for       84,422            120,430
reportable segments
Other revenues                   8,792                       1,526
Other adjustments               (1,723)           (3,098)
Elimination of intersegment     (84,422)          (120,430                      )
revenues                        ------------      --------
                                                  ----
  Sales and operating revenues  $225,165          $327,639
                                ============      ========
                                                  ====

</TABLE>


Other adjustments include items that are reported as a component of Sales and
operating revenues for management reporting purposes but are reported as a
component of operating expenses in accordance with generally accepted accounting
principles.

<TABLE>
<CAPTION>

(Loss) income reconciliation:
                                  Three months ended
                                       March 31
                                 1999             1998
                                ------------      --------
                                                  ----
                                (thousands of dollars)
<S>                             <C>               <C>
Total (loss) for reportable     $(10,436                       )$(14,434                      )
segments
Other income                     1,153              965
Unallocated amounts:                              
 Corporate (expenses)           (5,728)           (5,926)
 Net interest (expense)         (3,339)           (2,797)
                                ------------      --------
                                                  ----
  (Loss) before income taxes    $(18,350                       )$(22,192                      )
                                ============      ========
                                                  ====

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Capital expenditure reconciliation:
                                               
                                     Three months ended
                                          March 31
                                      1999      1998
                                     --------  --------
                                     ----      ---
                                        (thousands of
                                          dollars)
                                     <C>       <C>
                                               
Total capital expenditures for       $8,495    $8,635
reportable segments
Corporate and other capital             715     1,386
expenditures
                                     --------  --------
                                     ----      -----
 Total                               $9,210    $10,021
                                     ========  ========
                                     =====     =====
</TABLE>


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

RESULTS OF OPERATIONS

The Company's Sales and operating revenues decreased $102.5 million or 31.3% in
the first quarter of 1999 from the comparable period in 1998.  The decrease in
Sales and operating revenues was primarily attributable to a 20.4% decrease in
the average sales price per gallon of petroleum products and to a 21.3% decrease
in petroleum product sales volumes (principally at the Company's Wholesale
terminals) due primarily to decreases in the Company's refined product available
for sale.  Under The Crude Oil Processing Agreement executed in the fourth
quarter of 1998 (Processing Agreement) with Statoil Marketing and Trading (US)
Inc. (Statoil), the Company processes an average of 35,000 barrels per day (bpd)
of crude oil supplied and owned by Statoil and returns to Statoil an average of
35,000 bpd of refined petroleum products.  The effect of this agreement is to
reduce the Company's refined product available for sale.  In addition, a planned
maintenance shutdown of the fluid catalytic cracking unit (FCCU) at the Pasadena
refinery for 26 days in the first quarter of 1999 contributed to the sales
volume reduction .  Partially offsetting these decreases was a 15.7% increase in
merchandise sales for the three months ended March 31, 1999 compared to the same
period in 1998.

Costs and operating expenses decreased $109.9 million or 35% in the first
quarter of 1999 from the comparable period in 1998.  The decrease was due to a
26.5% decrease in the average cost per barrel consumed of crude oil and
feedstocks and to decreases in volumes sold as previously discussed.  The
results of operations were significantly affected by the Company's use of the
LIFO method to value inventory, which in a period of rising prices decreased the
Company's gross margin by $.76 per barrel ($9.1 million) for the three months
ended March 31, 1999, whereas  the Company's gross margin increased $1.12  per
barrel ($15.1 million) in the comparable period in 1998 when prices were
falling.  Due to the increases in refined products prices, the reserve of
approximately $7.1 million recorded as of December 31, 1998 to reflect valuing
inventories at the lower of cost or market was reversed in the first quarter of
1999 which favorably impacted the Company's Operating (loss) and Net (loss).

The aforementioned decrease in Sales and operating revenues coupled with the
decrease in Costs and operating expenses resulted in an overall increase in
gross margin of $7.4 million for the first quarter of 1999 compared to the same
1998 period.  The decrease in average sales price per gallon of petroleum
products reflected similar industry-wide decreases due to excess supply of crude
oil and refined petroleum products.  Additionally, decreases in the cost of the
Company's crude oil and purchased feedstocks reflect industry-wide decreases in
prices of  these products which prevailed for most of the quarter.  With OPEC's
announced reduction, late in the first quarter, of crude oil production, WTI
crude oil prices increased from $12.15 per barrel at the beginning of the
quarter to $16.80 per barrel by the end of the quarter.  This increase in price
significantly impacted the LIFO inventory provision for the first quarter of
1999.  The decreases in finished product sales prices were not as significant as
the decreases in crude oil and purchased feedstock prices.

<PAGE>

Gasoline gross margin (gasoline gross profit as a percent of gasoline sales) at
the Company's retail locations decreased from $.106 per gallon to $.085 per
gallon, respectively, for the three months ended March 31, 1998 and 1999.
Retail gasoline margins are also generally unfavorably impacted in a period of
rapidly rising crude oil prices as retail prices generally increase less
quickly. The Company experienced similar retail gasoline margins in the first
two months of the quarter in 1999 as were realized during the same period in
1998.  However, when crude oil prices increased rapidly in March 1999, retail
gasoline margins quickly eroded before returning to more seasonal levels in mid
April 1999.

Merchandise gross margin (merchandise gross profit as a percent of merchandise
sales) increased slightly from 31.8% to 32.8% for the first quarter of 1998 and
1999, respectively.  This slight increase in gross margin is a result of the
Company's merchandise pricing program which has selectively increased targeted
merchandise yet still maintains an everyday low pricing policy which is
competitive with major retail providers in the applicable market area.  This
marketing strategy has resulted in average monthly merchandise sales increases,
on a same store basis, of approximately 12.1% for the three months ended March
31, 1999 compared to the same 1998 period and has contributed to the $1.5
million or 19.4% increase in merchandise gross profit.  Aggregate year to date
merchandise gross profit on a same store basis increased by 9.9%  in 1999
compared to the same 1998 period.

Due to the planned decrease in refinery production volumes, yields of gasoline
decreased to 71,100 barrels per day (bpd) (53.2%) for the first quarter 1999
from 83,400 bpd (55.8%) for the first quarter 1998, while distillate production
decreased to 39,900 bpd (29.9%) for the first quarter 1999 from 46,500 bpd (31%)
for the same period in 1998.

Selling expenses increased $2.5 million or 12.2% for the three months ended
March 31, 1999 compared to the same period in 1998.  The increase is principally
due to increases in labor costs, and in environmental and maintenance costs at
the Company's retail sites.  However, Selling expenses decreased $1.2 million or
5% compared to the fourth quarter of 1998.

Administrative expenses for the three months ended March 31, 1999 increased by
$.4  million or 8.5% compared to the three months ended March 31, 1998 due
primarily to increases in technology related expenses.

Depreciation and amortization in the first quarter of 1999 increased $.6 million
or 7.7% from the comparable 1998 period.  This increase is primarily
attributable to increases in the depreciable base of the Company's computer
systems related to the company-wide computer upgrade projects.

Interest and other income for the quarter ended March 31, 1999 increased $.3
million or 15.9% compared to the same 1998 period due to a $.5 million increase
in dividends received from the Company's investments in unconsolidated
affiliates.

Earnings Before Interest, Taxes, Depreciation, Amortization, LIFO inventory, and
Abandonments of Property, Plant and Equipment (EBITDAAL), which measures the
Company's cash flow on a FIFO inventory basis increased dramatically from a loss
of $26.3 million in the first quarter of 1998 to a profit of $3.3 million  in
the first quarter of 1999 principally reflecting improved industry margins and
the Company's demonstrated performance in realizing available industry margins.






                      [This space intentionally left blank]

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities (including changes in assets and
liabilities) totaled $13.6 million for the three months ended March 31, 1999
compared to cash used in operating activities of $22.5 million for the three
months ended March 31, 1998.  The 1999 inflows consist primarily of net cash
inflows from changes in assets and liabilities of $9.1 million due primarily to
decreases in inventory requirements due to the Crude Oil Processing Agreement
with Statoil Marketing and Trading (US), Inc.  and increases in crude oil and
refined products payable, resulting from increases in the purchase price of
crude oil and other purchased feedstocks.  Additional cash inflows from changes
in assets and liabilities included the return of collateral deposits associated
with the Company's financing facilities.  These working capital inflows were
partially offset by increases in accounts receivable, increases in prepaid
insurance and decreases in federal excise tax accruals.  Additionally, the 1999
inflows include $4.5 million provided by operations before changes in assets and
liabilities.  The 1998 outflows consist primarily of cash used in operations of
$13.8 million before changes in assets and liabilities.  Additionally, the 1998
outflows included net cash outflows from changes in assets and liabilities of
$8.7 million due primarily to increases in the volume of crude oil and finished
product inventories, to decreases in incentive plan accruals and to decreases in
accrued interest payable related to the Company's long-term obligations.  These
working capital outflows were partially offset by decreases in accounts
receivable, and increases in crude oil and refined products payable and in other
accounts payable.

Net cash outflows from investment activities were $14.4 million for the three
months ended March 31, 1999 compared to a net outflow of $11.5 million for the
same 1998 period.  The 1999 outflows consist primarily of capital expenditures
of $9.2 million (which includes $4.2 million for refinery operations and $4.2
million relating to the marketing area).  Additionally,  there were $4.6 million
of deferred refinery turnaround expenditures and $.6 million of other charges to
deferred assets.   The 1998 outflows consist primarily of capital expenditures
of $10 million (which includes $8.2 million relating to the marketing area, $1.4
relating to corporate projects and $.4 million for refinery operations).
Further, there were $1.1 million in capitalized software costs and $.5 million
of deferred refinery turnaround expenditures.  These cash outflows were
partially offset by proceeds from the sale of property, plant and equipment of
$.2 million.

Net cash provided by financing activities was $9.6 million for the three months
ended March 31, 1999 compared to cash provided by financing activities of $27.7
million for the three months ended  March 31, 1998.   The 1999 cash inflow
consists primarily of $9.1 million in net proceeds received from debt and credit
agreement borrowings due primarily to net cash borrowings from the Company's
Secured Credit Facility.  Additionally, long-term notes receivable increased $.5
million.  The 1998 cash inflow consists primarily of $27.4 in net proceeds
received from debt and credit agreement borrowings due primarily to net cash
borrowings from the Company's unsecured revolving Credit Agreement.
Additionally, cash inflows include $.6 million received from the issuance of the
Company's Class B Common Stock resulting from exercises of non-qualified stock
options granted to participants of the Company's Long-Term Incentive Plans.

The ratio of current assets to current liabilities at March 31, 1999 was .97:1
compared to 1.31:1 at March 31, 1998 and 1.12:1 at December 31, 1998.  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 1.04:1 at March 31, 1999, 1.36:1 at March 31, 1998 and 1.14:1 at
December 31, 1998.

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.    The Company believes, but provides no assurance, that
cash provided from its operating activities, together with other available
sources of liquidity will be sufficient to fund future environmental related
expenditures.  The Company had recorded a liability of approximately $7.1
million as of March 31, 1999 to cover the estimated costs of compliance with
environmental regulations which are not anticipated to be of a capital nature.
The liability of $7.1 million includes accruals for issues extending past 1999.

<PAGE>

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
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.

During 1999, the Company estimates environmental expenditures at the Pasadena
and Tyler refineries, of at least $4.4 million and $1.4 million, respectively.
Of these expenditures, it is anticipated that $2.1 million for Pasadena and $1
million for Tyler will be of a capital nature, while $2.3 million and $.4
million, respectively, will be related to previously accrued non-capital
remediation efforts.  At the Company's marketing facilities, environmental
expenditures relating to previously accrued non-capital compliance efforts are
planned totaling approximately $1.7 million during 1999.

The Company's principle purchases (crude oil, petroleum feedstocks, and
convenience store merchandise) are transacted primarily under open lines of
credit with its major suppliers.  The Company maintains a credit facility to
finance its business requirements and supplement internally generated sources of
cash.

The Loan and Security Agreement, as amended, (Secured Credit Facility) provides
for up to $125 million availability for cash borrowing and letter of credit
needs. The Secured Credit Facility, which has a three-year term and is secured
by certain current assets of the Company, is intended for general corporate and
working capital requirements.  It includes limitations on additional
indebtedness and cash dividends and requires compliance with financial covenants
dealing with minimum levels of working capital and net worth.  Up to $75 million
of the Secured Credit Facility is subject to the availability of eligible
collateral, as defined, while the remaining $50 million is provided through
Rosemore, Inc. which is a related party of the Company.  (See the Company's
Proxy Statement for Annual Meeting of Stockholders dated March 26, 1999.)  This
additional availability, which is not subject to the eligibility limitations of
the Secured Credit Facility, is provided to the Company under terms and
conditions which are not less favorable than the Company could obtain from
independent third parties, as was evidenced by a fairness opinion which the
Company obtained from an independent investment banking firm of national
reputation..  At March 31, 1999, eligible collateral totaled $60.3 million due
to historically low inventory levels.  Borrowings under the Secured Credit
Facility bear interest based on the prime rate or LIBOR based rates.  Due
primarily to an increase in inventory levels and to increases in crude oil and
refined products prices, eligible collateral totaled $75 million at April 30,
1999.  The Company expects December 31, 1999 inventory levels to be consistent
with the levels held at December 31, 1998.

As of March 31, 1999, under the terms of the Secured Credit Facility, the
Company had cash borrowings bearing interest at 8% per annum of $20 million and
outstanding irrevocable letters of credit in the principal amount of $13.2
million.  The unused commitments under the terms of the Secured Credit Facility
were $91.8 million at March 31, 1999.  The Company pays an annual commitment fee
on the unused portion of the Secured Credit Facility.  As of April 30, 1999 cash
borrowings under this Facility were $17.5 million and outstanding irrevocable
letters of credit in the principal amount of $13.2 million.  The unused
commitments under the terms of the Credit Facility had increased to $94.3
million at April 30, 1999.

The 10 7/8% Senior Notes due 2005 (Notes) were issued under an Indenture which
includes certain restrictions and limitations, including the payment of
dividends, repurchase of capital stock and the incurrence of additional debt.
As of March 31, 1999, the Indenture substantially restricted the Company from
effecting borrowings outside of the Secured Credit Facility and precluded the
payment of dividends.  The Company has not paid a dividend on its shares of
common stock since the first quarter, 1992.

The purchase money liens outstanding as of March 31, 1999, primarily include the
financing of land, buildings and equipment at certain service station and
convenience store locations.  These borrowings are generally repayable over 60
to 72 months with an effective interest rate based upon a fixed spread over the
then current applicable U.S. Treasury Note rate.  Purchase money liens are
secured by assets having a cost basis of $7.9 million.  The remaining principal
balance is payable monthly through May 2004.

<PAGE>

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.
Total capital expenditures and deferred turnaround costs in 1999 are projected
to approximate $42 million.  The capital expenditures relate primarily to
planned enhancements at the Company's refineries, retail unit improvements and
to company-wide environmental requirements.  The Company believes, but there can
be no assurance, that cash provided from its operating activities, together with
other available sources of liquidity, including the Secured Credit Facility,
will be sufficient over the next several years to make required payments of
principal and interest on its debt, permit anticipated capital expenditures and
fund the Company's working capital requirements.  The Secured Credit Facility
expires on December 10, 2001 but may be extended for additional one year periods
upon agreement between the Company and the Agent. Any major acquisition would
likely require a combination of additional debt and equity.

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.

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 in excess of $1 million.

The Company has disclosed in Item 3. Legal Proceedings of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, various contingencies
which involve litigation and environmental liabilities.  Depending on the
occurrence, amount and timing of an unfavorable resolution of these
contingencies, the outcome of which cannot reasonably be determined at this
time, it is possible that the Company's future results of operations and cash
flows could be materially affected in a particular quarter or year.  However,
the Company has concluded, after consultation with counsel, that there is no
reasonable basis to believe that the ultimate resolution of any of these
contingencies will have a material adverse effect on the Company.  Additionally,
as discussed in Item 3. Legal Proceedings of the Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, the Company's collective bargaining
agreement at its Pasadena refinery expired on February 1, 1996, and on February
5, 1996, the Company invoked a lock-out of employees in the collective
bargaining unit.  Since that time, the union to which the collective bargaining
unit belongs has waged an orchestrated corporate campaign including sponsoring a
boycott of the Company's retail facilities and supporting various lawsuits
against the Company.  (Also, see Item 3. Legal Proceedings as previously
discussed in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.)  The Company has been operating the Pasadena refinery
without interruption since the lock-out and intends to continue to do so during
the negotiation period with the collective bargaining unit.


ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's operating results have been, and will continue to be, affected by
a wide variety of factors that could have an adverse effect on profitability
during any particular period, many of which are beyond the Company's control.
Among these are the demand for crude oil and refined products, which is largely
driven by the condition of local and worldwide economies, although seasonality
and weather patterns also play a significant part.  Governmental regulations and
policies, particularly in the areas of energy and the environment, also have a
significant impact on the Company's activities.  Operating results can be
affected by these industry factors, by competition in the particular geographic
markets that the Company serves and by Company-specific factors, such as the
success of particular marketing programs and refinery operations.

<PAGE>

In addition, the Company's profitability depends largely on the difference
between market prices for refined petroleum products and crude oil prices.  This
margin is continually changing and may significantly fluctuate from time to
time.  Crude oil and refined products are commodities whose price levels are
determined by market forces beyond the control of the Company.  Additionally,
due to the seasonality of refined products and refinery maintenance schedules,
results of operations for any particular quarter of a fiscal year are not
necessarily indicative of results for the full year.  In general, prices for
refined products are significantly influenced by the price of crude oil.
Although an increase or decrease in the price for crude oil generally results in
a corresponding increase or decrease in prices for refined products, often there
is a lag time in the realization of the corresponding increase or decrease in
prices for refined products.  The effect of changes in crude oil prices on
operating results therefore depends in part on how quickly refined product
prices adjust to reflect these changes.  A substantial or prolonged increase in
crude oil prices without a corresponding increase in refined product prices, a
substantial or prolonged decrease in refined product prices without a
corresponding decrease in crude oil prices, or a substantial or prolonged
decrease in demand for refined products could have a significant negative effect
on the Company's earnings and cash flows.

The Company is dependent on refining and selling quantities of refined products
at margins sufficient to cover operating costs, including any future
inflationary pressures.  The refining business is characterized by high fixed
costs resulting from the significant capital outlays associated with refineries,
terminals and related facilities.  Furthermore, future regulatory requirements
or competitive pressures could result in additional capital expenditures, which
may or may not produce desired results.  Such capital expenditures may require
significant financial resources that may be contingent on the Company's
continued access to capital markets and commercial bank financing on favorable
terms.

Purchases of crude oil supply are typically made pursuant to relatively short-
term, renewable contracts with numerous foreign and domestic major and
independent oil producers, generally containing market-responsive pricing
provisions.  Futures, forwards and exchange traded options are used to minimize
the exposure of the Company's refining margins to crude oil and refined product
fluctuations.  The Company also uses the futures market to help manage the price
risk inherent in purchasing crude oil in advance of the delivery date, and in
maintaining the inventories contained within its refinery and pipeline system.
Hedging strategies used to minimize this exposure include fixing a future margin
between crude and certain finished products and also hedging fixed price
purchase and sales commitments of crude oil and refined products.  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 effect the Company's ability to participate in an improvement in
related product profit margins. Although the Company's net sales and operating
revenues fluctuate significantly with movements in industry crude oil prices,
such prices do not have a direct relationship to net earnings, which are subject
to the impact of the Company's LIFO method of accounting discussed below.  The
effect of changes in crude oil prices on the Company's operating results is
determined more by the rate at which the prices of refined products adjust to
reflect such changes.

The following table estimates the impact on future earnings before taxes of the
Company's outstanding derivative commodity instruments held at March 31, 1999
based on crude oil and refined products market prices at March 31, 1999 (market
prices) and the sensitivity of those instruments to a 10% increase or decrease
in market prices:


<TABLE>
<CAPTION>
                      ANTICIPATED GAIN (LOSS)
                            10%          10%
                            Increase in  Decrease in
                At Market   Market       Market
                  Prices    Prices       Prices
                ----------  -----------  -----------
                    -       ------       --
                           (in thousands)
<S>             <C>          <C>         <C>
Commodity       $(1,480)      $(3,592    $  632
futures                      )
Commodity         3,151        5,282      1,020
forwards        -----------  ----------  -----------
                ---          ----        --
                $ 1,671       $1,690     $1,652
Total           ===========  ==========  ===========
                ===          ====        ==

</TABLE>

Cash borrowings under the Secured Credit Facility bear interest based on the
prime rate or LIBOR based rates.  As such, changes in these rates could
significantly impact the level of earnings in future periods.
<PAGE>

As previously disclosed in Item 14, Exhibit 13(a) of the Company's Form 10-K for
the fiscal year ended December 31, 1998, the Company has engaged Credit Suisse
First Boston (CSFB) to act as financial advisor.  CSFB will provide the Company
with financial advice and assistance in evaluating strategic alternatives to
maximize the Company's assets in both the refining and retail businesses.  The
primary objective is to assure that Crown pursues those opportunities which best
enhance shareholder value.  CSFB is actively engaged in the project.


IMPACT OF YEAR 2000

The Company uses software and related information technologies and other
equipment throughout its businesses that may be affected by the year 2000 issue.

The year 2000 issue is the result of computer programs being written using two
digits rather than four to define a particular year.  These computer programs
include both information technology (IT) systems such as software programs and
non-information technology  (non-IT) systems such as embedded microcontrollers
in electronic equipment.  Any of the Company's computer programs that have time-
sensitive software may recognize a date using `00' as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, manufacture products, send invoices, or engage in
similar normal business activities.  The Company initially commenced its year
2000 readiness program in early 1995.

The Company began a long-term project that encompassed an in-depth
evaluation of all current business processes and the redesign of any of
these processes where significant opportunity for improvement was
identified. One of the results of this project was the decision to purchase
and implement an enterprise-wide state-of-the-art fully integrated software
package (SAP R/3 Trademark) which was selected in connection with re-
designing business practices to further enhance operating and record
keeping efficiencies.  This software is year 2000 compliant.  Due to the
enterprise-wide scale of the project, the majority of the Company's year
2000 issues should be resolved as an added benefit of this software
implementation.  The following paragraphs address those computer systems
that are not encompassed within the SAP R/3 Trademark system.

The evaluation of the Company's state of readiness relating to its year 2000
issues is a continual process emphasizing a constant awareness of computer
systems and business relationships that may be sensitive to year 2000 issues.
Management has categorized the activities necessary to solve the year 2000
issues into the identification and assessment phase, the remediation phase, and
the testing and contingency planning phase. The identification and assessment
phase includes conducting a comprehensive inventory and evaluation of all of the
Company's information technology (IT) systems and non-IT electronic equipment
(collectively referred to as computer programs) to identify those computer
programs that contain date sensitive features.  Those computer programs that
contain such features are then further evaluated and categorized as either
mission critical or non-mission critical based upon their relative importance to
the uninterrupted continuation of the Company's daily operations.  Mission
critical computer programs gain top priority when allocating the available
resources to solve year 2000 issues.

As of January 31, 1999, with the exception of the non-IT electronic equipment at
the Company's two refineries, the Company had completed the identification and
assessment of all of its information technology (IT) systems and non-IT
electronic equipment, both mission critical and non-mission critical.  A
consulting group was engaged to assist with the identification and assessment of
the non-IT electronic equipment at the Pasadena refinery and similar efforts
were undertaken by Company employees at the Tyler refinery.  As of April 30,
1999, substantially all of the assessment work at the Pasadena refinery has been
completed, while the Tyler refinery assessment is 95% complete. The Company
expects to complete the remaining assessment activities at the Tyler refinery in
the second quarter of 1999.

<PAGE>

The assessment phase also includes the identification of and communication with
hardware and software vendors with whom the Company transacts business, third
parties with whom the Company exchanges information electronically, major or
sole source suppliers, government agencies, and major customers.  The focus of
these communications is to determine the state of readiness of each of these
third parties with respect to their own year 2000 issues and how their progress
may impact the Company.  The majority of responses received to third party
inquiries indicate that they are working on their year 2000 issues, but the
responses do not provide specific details.  Follow-up action related to material
third party inquiries and responses is expected to continue in 1999 as these
material third parties progress in their own year 2000 readiness projects.  The
Company has no means of ensuring that third parties with whom it deals will be
year 2000 compliant or that the information obtained from such third parties
regarding year 2000 compliance will prove to be accurate.

The remediation phase includes the repair, upgrade or replacement of all
computer programs identified as non-compliant in the assessment phase.  These
activities will include all computer programs that have not been scheduled to be
repaired, upgraded or replaced as well as those that had been scheduled but
whose timing of repair, upgrading or replacement was accelerated to resolve the
Company's year 2000 issues.  The Company's primary strategy for correcting year
2000 issues is to replace all non-compliant technology with newly purchased
technology that, in addition to being year 2000 compliant, provides enhanced
business functionality and capabilities.  This phase has been on going since
1995 and is expected to be substantially completed by September 30, 1999.  All
of the necessary remediation or replacement of non-compliant components
identified by the assessments at the Company's two refineries is expected to be
completed by the end of July, 1999.

The total cost associated with required modifications and replacement of the
Company's systems in response to the year 2000 issue is not expected to
materially affect the Company's financial condition or results of operations.
The estimated total cost of the year 2000 effort is approximately $1.4 million.
This estimate does not include costs to replace or upgrade systems that were
previously planned and not accelerated due to the year 2000 issue. The total
amount expended through April 1999 was approximately $.7 million. The future
cost is estimated to be approximately $.7 million. The Company's year 2000
efforts are funded primarily from existing IT and business unit budgets.

The testing and contingency planning phase includes testing the computer
programs worked on in the remediation phase for accuracy as well as concurrently
developing contingency plans that may be put into effect in the event that
significant deficiencies are identified.  Contingency planning also encompasses
developing alternative sources of supply in the event of failure by material
third parties to remedy their own year 2000 issues.  Testing of computer
programs is expected to be completed as remediation or replacement of individual
programs is completed.  Due to the number of computer programs utilized by the
Company and the need to begin remediation, replacement, and testing of mission
critical programs in a timely manner, any or all of the phases identified may be
performed concurrently.  Testing of implemented technologies will be a continual
process with the expectation that all of the Company's mission critical systems
will be tested by the end of the third quarter of 1999.  Contingency plans will
be formulated as the need arises.

While the Company's management anticipates that all mission critical computer
programs will be assessed, remedied and tested by the dates set forth in the
preceding paragraphs, there can be no assurance that all will be completely
error free and that such programs will be compliant by such dates. We rely on
third party software, equipment and services to conduct our business.  While the
Company believes it has made reasonable efforts to address this issue, it has no
means of ensuring that third parties with whom it deals will be year 2000
compliant or that the information obtained from such third parties regarding
year 2000 compliance will prove to be accurate.

The Company believes the most reasonably likely worst case year 2000 scenarios
would be failure of the control systems at the Company's refineries, or the
failure of key customers or suppliers (e.g. utility providers) to achieve year
2000 compliance. Either of these scenarios could result in lost sales or lost
production due to the forced shutdown for an indefinite period at one or both
refineries.  In order to mitigate the affect of any such disruption, the Company
may increase inventory levels prior to year-end 1999 based on assessments made
closer to the end of 1999.  In the event that only one refinery is affected by
year 2000 failures, the Company has the flexibility of shifting feedstocks
between facilities, or procuring petroleum products via sale, trade or exchange
agreements in order to meet any contractual requirements.

<PAGE>

The failure to correct a material year 2000 problem or the inability of any key
customer, key supplier or a governmental agency to make the necessary computer
system changes on a timely basis, the inaccuracy of responses received from
these third parties, and the potential shortage of skilled human resources to
install and test upgraded software and equipment could result in interruptions
to Company operations or business activities.  Such interruptions could have a
material adverse impact on the.   Company's results of operations, liquidity or
financial condition.  Due to the general uncertainty inherent in the year 2000
issue, particularly as it relates to the readiness of the Company's key
customers and suppliers, and of governmental agencies, the Company cannot
ascertain at this time whether the consequences of the year 2000 failures will
have a material impact on the Company's results of operations, liquidity or
financial condition.  Insurance coverage available at this time is limited to
business interruption resulting from fire, explosion, or related perils which
are caused by a year 2000 system failure.

The foregoing year 2000 discussion constitutes  a `forward-looking' statement
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended.  It is based on management's current expectations, estimates and
projections, which could ultimately prove to be inaccurate.



ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market risk disclosures relating to outstanding derivative
commodity instruments are discussed in Item 2 Management's Discussion and
Analysis of Financial Condition and Results of Operations (MD&A) on page 17 of
this report.  The Company's market risk disclosures relating to outstanding cash
borrowings under the Secured Credit Facility are also discussed in MD&A on page
17 of this report.


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

There has been no material change in the status of legal proceedings as reported
in Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.

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 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    (a)At the Annual Meeting of Stockholders held on April 22, 1999, a
    shareholder proposal concerning executive compensation was submitted.  The
    complete Shareholder Proposal, the proponents Supporting Statement and the
    Board of Directors Statement in Opposition are set forth on pages 14 and 15
    of the Company's Proxy Statement dated March 26, 1999.  The results of the
    shareholder voting on this proposal was as follows:  300,999 in the
    affirmative, 3,585,623 against, 19,632 abstentions and 1,009,167 broker non-
    votes.  The Shareholder Proposal did not receive two-thirds of all of the
    votes cast on the proposal; and, therefore, it did not pass.


<PAGE>

Item 6 - Exhibits and Reports on Form 8-K

               (a)  Exhibit:

                    10        -    Amendment effective as of March 29, 1999
               to the Loan and Security Agreement effective as of Dcember
               10, 1998 beween the Registrant and Congress Financial
               Corporation.

                    20        -    Interim Report to Stockholders for the
               three months ended March 31, 1999.

                    27 (a)    -    Financial Data Schedule for the three
               months ended March 31, 1999.

                    27 (b)    -    Financial Data Schedule for the three
               months ended March 31, 1998 - revised.


               (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 March 31, 1999.
        
    
    
    
    
                          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 March
31, 1999 to be signed on its behalf by the undersigned thereunto duly
authorized.

                     CROWN CENTRAL PETROLEUM CORPORATION



                     /s/--Jan L. Ries
                     Jan L. Ries
                     Controller
                     Chief Accounting Officer
                     and Duly Authorized Officer

Date:  May 14, 1999