<PAGE>

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

          FORM 10-Q
          FORM 10-Q
          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,
                                           September 30,
                                           September 30,
          1996
          1996
          1996

          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
                                 1-1059
                                 1-1059

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

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


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

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


          Not Applicable
          Not Applicable
          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,
          1996 of the Registrant's $5 par value Class A and
          Class B Common Stock was 4,817,394 shares and
          5,168,686 shares, respectively.

                                 -1-

          <PAGE>

          CROWN CENTRAL PETROLEUM CORPORATION AND
          CROWN CENTRAL PETROLEUM CORPORATION AND
          CROWN CENTRAL PETROLEUM CORPORATION AND
          SUBSIDIARIES
          SUBSIDIARIES
          SUBSIDIARIES


                                    Table of Contents
                                    Table of Contents
                                    Table of Contents




                                                     PAGE
                                                     PAGE
                                                     PAGE

          PART I
          PART I
          PART I-
                -
                - FINANCIAL INFORMATION
                  FINANCIAL INFORMATION
                  FINANCIAL INFORMATION

          Item 1- Financial Statements (Unaudited)

                  Consolidated Condensed Balance Sheets
                  September 30, 1996 and December 31, 1995 ...........3-4

                  Consolidated  Condensed   Statements   of
          Operations
                  Three and nine months ended September 30,
          1996
                  and 1995                            5
<PAGE>



                  Consolidated Condensed Statements of Cash
          Flows
                  Nine months ended September  30, 1996 and
          1995  6

                  Notes to Unaudited Consolidated Condensed
                  Financial Statements               7-11

          Item 2- Management's Discussion  and  Analysis of
          Financial
                  Condition and Results of Operations12-16


          PART II
          PART II
          PART II -
                  -
                  - OTHER INFORMATION
                    OTHER INFORMATION
                    OTHER INFORMATION

          Item 1- Legal Proceedings                   17

          Item 6- Exhibits and Reports on Form 8-K    17

                  Exhibit 10(a) -          Executive Severance Plan
                  effective September 26, 1996

                  Exhibit 10(b) -          Supplemental Retirement
                  Income   Plan   as   Restated   effective
          September 26, 1996

                  Exhibit 10(c) -         Amendment effective as of
                  September 26, 1996  to the  Crown Central
          Employees
                  Savings Plan

                  Exhibit 10(d) -         Amendment effective as of
                  September 26, 1996  to the  Crown Central
          Petroleum
                  Corporation 1994 Long-Term Incentive Plan

                  Exhibit 11 -          Statement re:  Computation of
                  Earnings Per Share

                  Exhibit 20 -Interim       Report       to
          Stockholders for the
                  three and nine months ended September 30,
          1996

                  Exhibit 27 -             Financial Data Schedule

          SIGNATURE
          SIGNATURE
          SIGNATURE                                   18

                                 -2-

          <PAGE>

          PART I - FINANCIAL INFORMATION
          PART I - FINANCIAL INFORMATION
          PART I - FINANCIAL INFORMATION
          Item 1 - Financial Statements
          Item 1 - Financial Statements
          Item 1 - Financial Statements

          <TABLE>
<PAGE>


          <CAPTION>

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

                                                       September  December
                                                         30          31
                                                       _______
                                                       1996       _______
                                                                  1995   

                                                                  _
                                                                   
           Assets
           Assets
           Assets                                      (Unaudite
                                                          d)
           <S>                                         <C>        <C>
           Current Assets
           Current Assets
           Current Assets
             Cash and cash equivalents ...........      23,402
                                                       $           42,045
                                                                  $
             Accounts receivable - net ...........     106,728    105,799
             Recoverable income taxes ............       3,373      4,137
             Inventories .........................      92,539     96,025
             Other current assets ................       _____
                                                         4,346
                                                       __
                                                                    _____
                                                                    2,595
                                                                  __
                                                                    

                Total Current Assets
                Total Current Assets
                Total Current Assets .............     230,388    250,601





           Investments and Deferred Charges
           Investments and Deferred Charges
           Investments and Deferred Charges ......      34,614     30,633





           Property, Plant and Equipment
           Property, Plant and Equipment
           Property, Plant and Equipment .........     636,537    624,338
             Less allowance for depreciation .....     _______
                                                       336,412    _______
                                                                  322,358

               Net Property, Plant and Equipment
               Net Property, Plant and Equipment
               Net Property, Plant and Equipment .     300,125    301,980



                                                       ______
                                                             _
                                                                  ______
                                                                        _
                                                                         



                                                       ________
                                                       $          ________
                                                                  $       

                                                       ________
                                                                  ________
                                                                          

                                                       _______
                                                       565,127    _______
                                                                  583,214

                                                       _______
                                                                  _______
                                                                         


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

          </TABLE>
<PAGE>



                                           -3-
          <PAGE>

          <TABLE>
          <CAPTION>

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

                                                       September  December
                                                         30          31
                                                       _______
                                                       1996       _______
                                                                  1995   

                                                                 _
                                                                  
          Liabilities and Stockholders' Equity
          Liabilities and Stockholders' Equity
          Liabilities and Stockholders' Equity        (Unaudite
                                                          d)
          <S>                                         <C>        <C>
          Current Liabilities
          Current Liabilities
          Current Liabilities
            Accounts Payable:
              Crude oil and refined products ....       130,215
                                                       $           112,036
                                                                  $
              Other .............................       12,962     24,287
            Accrued Liabilities .................       40,084     66,788
            Current portion of long-term debt ...       ______
                                                        20,368
                                                       _
                                                                    _____
                                                                    1,559
                                                                  __
                                                                    

                Total Current Liabilities
                Total Current Liabilities
                Total Current Liabilities .......      203,629    204,670

          Long-Term Debt
          Long-Term Debt
          Long-Term Debt ........................      127,529    128,506

          Deferred Income Taxes
          Deferred Income Taxes
          Deferred Income Taxes .................       21,909     27,995

          Other Deferred Liabilities
          Other Deferred Liabilities
          Other Deferred Liabilities ............       35,723     32,548

          Common Stockholders' Equity
          Common Stockholders' Equity
          Common Stockholders' Equity
            Common stock, Class A - par value $5 per
          share:
              Authorized   shares   --   15,000,000;
          issued and
              outstanding  shares  --  4,817,392  in    24,087     24,087
          1996 and 1995 .........................
            Common stock, Class B - par value $5 per
          share:
              Authorized   shares   --   15,000,000;
          issued and
              outstanding  shares  --  5,166,586  in
          1996 and
              5,135,558 in 1995 .................       25,833     25,678
            Additional paid-in capital ..........       92,207     92,249
            Unearned restricted stock ...........       (3,370     (3,733
                                                              )          )
            Retained earnings ...................       ______
                                                        37,580
                                                       _
                                                                  _
                                                                   ______
                                                                   51,214

                Total Common Stockholders' Equity
                Total Common Stockholders' Equity
                Total Common Stockholders' Equity      176,337    189,495
<PAGE>


                                                       ________
                                                       $          ________
                                                                  $       

                                                       ________
                                                                  ________
                                                                          

                                                      _______
                                                      565,127    _______
                                                                 583,214

                                                      _______
                                                                 _______
                                                                        


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

          </TABLE>

                                           -4-
          <PAGE>

          <TABLE>
          <CAPTION>

                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                  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
                                            ___
                                               
                                            ___
                                               
                                            ___
                                               
                                        ____
                                        1996      _______
                                                  1995       _______
                                                             1996      _______
                                                                       1995   

                                                 _
                                                                      _
                                                                       
   Revenues
   Revenues
   Revenues
   <S>                                <C>        <C>        <C>       <C>
     Sales and operating revenues        397,889
                                        $          367,120
                                                  $         $         $
                                                             1,200,18  1,092,07
                                                            8         8

   Operating Costs and Expenses
   Operating Costs and Expenses
   Operating Costs and Expenses
     Costs and operating expenses       368,068   333,888              992,948
                                                             1,118,43
                                                            5
     Selling and administrative         22,815    20,567     69,438    59,691
   expenses .....................
     Depreciation and amortization       7,970     9,716     23,999    28,700
     Sales of property, plant and          ___
                                           139
                                        ____
                                                     ___
                                                     173
                                                  ____
                                                                ___
                                                                116
                                                             ___
                                                                            _
                                                                             
                                                                       _____
                                                                            
   equipment ....................
                                        _______
                                        398,992   _______
                                                  364,344

                                                             ________
                                                             1,211,98
                                                            _
                                                                       ____
                                                                       1,08____
                                                                           1,33
                                                                      _
                                                                       

                                                            _
                                                            8         _
                                                                      9


   Operating (Loss) Income
   Operating (Loss) Income
   Operating (Loss) Income ......       (1,103)    2,776     (11,800   10,739
   Interest and other income ....          344       705      1,608     2,297
   Interest expense .............       ______
                                        (3,584)
                                        _
                                                        )
                                                  ______
                                                  (3,771
                                                  _
                                                             _______
                                                             (10,778   _______
                                                                       (11,107
<PAGE>



   (Loss) Income Before Income Taxes
   (Loss) Income Before Income Taxes
   (Loss) Income Before Income Taxes          )
                                        (4,343          )
                                                    (290     (20,970    1,929

   Income Tax (Benefit) Expense
   Income Tax (Benefit) Expense
   Income Tax (Benefit) Expense .             )
                                          ____
                                          (707
                                        ___
                                                        _
                                                        )
                                                    ____
                                                    (594
                                                  ___
                                                                   )
                                                             ______
                                                             (7,336     _____
                                                                        1,513
                                                                       _
                                                                        


   (Loss) Income Before
   (Loss) Income Before
   (Loss) Income Before                       )
                                        (3,636       304     (13,634      416
   Extraordinary Item
   Extraordinary Item
   Extraordinary Item ...........

   Extraordinary (Loss) from Early
   Extraordinary (Loss) from Early
   Extraordinary (Loss) from Early
     Extinguishment of Debt (net o
     Extinguishment of Debt (net o
     Extinguishment of Debt (net of
                                  f
                                  f
   income
   income
   income
     tax benefit of $2,039)
     tax benefit of $2,039)
     tax benefit of $2,039) .....       _______
                                                  _______
                                                             ______
                                                                             )
                                                                       ______
                                                                       (3,257


   Net (Loss) Income
   Net (Loss) Income
   Net (Loss) Income ............        ______
                                         (3,636
                                        _
                                        $            ___
                                                     304
                                                   ___
                                                      
                                                  _
                                                  $           _______
                                                              (13,634
                                                             _
                                                             $          ______
                                                                        (2,841
                                                                       _
                                                                       $

                                        _______
                                                  ______
                                                             ________
                                                                       _______
                                                                              


   Net (Loss) Income Per Share:
   Net (Loss) Income Per Share:
   Net (Loss) Income Per Share:
     (Loss)
     (Loss)
     (Loss) Income Before
            Income Before
            Income Before
                                              )
                                          (.37
                                        $         $  .03           )
                                                              (1.40
                                                             $            .04
                                                                       $
   Extraordinary Item
   Extraordinary Item
   Extraordinary Item ...........

     Extraordinary (Loss) from Early
     Extraordinary (Loss) from Early
     Extraordinary (Loss) from Early
       Extinguishment of Debt
       Extinguishment of Debt
       Extinguishment of Debt ...       _______
                                                  _______
                                                             ______
                                                                         ____
                                                                         (.33
                                                                       __
                                                                             )


     Net (Loss) Income Per Share
     Net (Loss) Income Per Share
     Net (Loss) Income Per Share          ____
                                          (.37
                                        _
                                        $     _
                                              )
                                         __
                                                   ___
                                                      
                                                     ___
                                                     .03
                                                  _
                                                  $          _
                                                             $_____
                                                              (1.40)   _
                                                                       $ ____
                                                                         (.29
                                                                        _
                                                                             )

                                        _______
                                                  ______
                                                             ______
                                                                       _____
                                                                            





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

  </TABLE>

                                       -5-

  <PAGE>

  <TABLE>
  <CAPTION>



                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                Crown Central Petroleum Corporation and Subsidiaries
                               (Thousands of dollars)


                                                       (Unaudited)
                                                    Nine Months Ended
<PAGE>


                                                       September 30
                                                     ______
                                                     1996      ______
                                                               1995  

                                                   __
                                                              ___
                                                                 
             <S>                                   <C>        <C>
             Net Cash Flows From Operating
             Net Cash Flows From Operating
             Net Cash Flows From Operating
             Activities
             Activities
             Activities
               Net cash from operations before
                 changes in working capital ..        8,184
                                                     $          22,350
                                                               $
               Net changes in working capital        _______
                                                     (18,280   _______
                                                               (20,864
             items
                                                               )

                 Net Cash (Used in) Provided by
                 Net Cash (Used in) Provided by
                 Net Cash (Used in) Provided by
                   Operating Acti
                   Operating Acti
                   Operating Acti
              
              
                                 vities
                                 vities
                                 vities ......       _______
                                                     (10,096     _____
                                                                 1,486
                                                               __
                                                                 



             Cash Flows From Investment
             Cash Flows From Investment
             Cash Flows From Investment
             Activities
             Activities
             Activities
               Capital Expenditures ..........       (19,752   (27,137
                                                               )
               Proceeds from sales of property,
             plant
                 and equipment ...............        2,135      2,133
               Deferred turnaround maintenance             )
                                                     (4,518     (1,133
                                                               )
               Other charges to deferred assets            )
                                                     ______
                                                     (4,413
                                                     _
                                                                ______
                                                                (7,397
                                                               _
                                                                

                                                               )

                 Net Cash (Used in) Investment
                 Net Cash (Used in) Investment
                 Net Cash (Used in) Investment       _______
                                                     (26,548   _______
                                                               (33,534
             Activities
             Activities
             Activities ......................
                                                               )


             Cash Flows From Financing Activities
             Cash Flows From Financing Activities
             Cash Flows From Financing Activities
               Proceeds from debt and credit         71,000    143,338
             agreement borrowings ............
               (Repayments) of debt and credit       (53,181
             agreement borrowings ............                 (118,93
                                                              9)
               Net cash flows from long-term           (308)       427
             notes receivable ................
               Issuance of common stock ......          ___
                                                        490
                                                     ____
                                                               _______
                                                                      


                 Net Cash Provided by Financing
                 Net Cash Provided by Financing
                 Net Cash Provided by Financing      _
                                                      
                                                     ______
                                                     18,001    _
                                                                ______
                                                                24,826
             Activities
             Activities
             Activities ......................


             Net (Decrease) in Cash and Cash
             Net (Decrease) in Cash and Cash
             Net (Decrease) in Cash and Cash         _
                                                     $          ______
                                                                (7,222
                                                               _
                                                               $
             Equivalents
             Equivalents
             Equivalents .....................
                                                     _
                                                               _______
                                                                      

                                                               )
<PAGE>


                                                   __
                                                     _______
                                                     (18,643

                                                   ________
                                                           







          <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, 1996




          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, 1996 are not necessarily indicative
          of the results that may be expected for the year
          ending December 31, 1996.  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, 1995.

          ________________
          Use of Estimates:  The preparation of financial

          statements in conformity with generally accepted
<PAGE>


          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.

          _________________________
          Cash and Cash Equivalents - Cash in excess of

          daily requirements is invested in marketable
          securities with maturities of three 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, 1996, approximately 792,000
          barrels of crude oil and refined products
          inventory aggregating approximately $22.2 million
          was held in excess of anticipated year-end
          quantities and was valued at the lower of cost
          (first-in, first-out) or market.  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 operating 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
<PAGE>


          of a non-capital nature when it is both probable
          that a liability has been incurred and 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.
                                 -7-

          <PAGE>


          ____________________________________________
          Financial Instruments and Hedging Activities - The

          Company periodically enters into interest rate
          swap agreements to 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.

          Other instruments are used in an effort 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
          (crack spread strategies) and also hedging fixed
          price purchase and sales commitments of crude oil
          and refined products (fixed price strategies). 
          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.

          Realized gains and losses from crack spread
          hedging strategies are recognized in costs and
<PAGE>


          operating expenses when the associated finished
          product is produced.  Realized gains and losses
          from fixed price inventory hedging strategies
          adjust the carrying value of the underlying
          inventory and are recognized in costs and
          operating expenses when the associated inventory
          is consumed in refining operations or sold. 
          Unrealized gains and losses associated with fixed
          price inventory hedging strategies are deferred in
          inventory and other current assets and liabilities
          to the extent that the associated inventory has
          not been consumed in refining operations or sold.
           The Company's hedging activities are intended to
          reduce volatility while providing an acceptable
          profit margin on a portion of production. However,
          the use of such a program can limit the Company's
          ability to participate in an improvement in
          related refined product profit margins.

          ___________
          Credit Risk - The Company is potentially subjected

          to concentrations of credit risk with accounts
          receivable, interest rate swaps, and futures,
          forwards and exchange traded options for crude oil
          and finished products.  Because the Company has a
          large and diverse customer base with no single
          customer accounting for a significant percentage
          of accounts receivable, there was no material
          concentration of credit risk in these accounts at
          September 30, 1996.  The Company evaluates the
          credit worthiness of the counterparties to
          interest rate swaps, and futures, forwards and
          exchange traded options and considers non-
          performance credit risk to be remote.  The amount
          of exposure with such counterparties is generally
          limited to unrealized gains on outstanding
          contracts.

          ________________________
          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.

          _________________
          Reclassifications - To conform to the 1996

          presentation, Sales and operating revenues and
          Costs and operating expenses for the three and
          nine months ended September 30, 1995 have been
          adjusted to exclude all federal and state excise
          taxes.  As a result, Sales and operating revenues
          and Costs and operating expenses decreased
          $107,617,000 and $311,395,000, respectively, for
          the three and nine months ended September 30, 1995
<PAGE>


          from the numbers originally reported.  This
          adjustment had no effect on net income or loss for
          either period.

                                 -8-

          <PAGE>

          <TABLE>
          <CAPTION>

          Note B - Inventories
          Note B - Inventories
          Note B - Inventories

          Inventories consist of the following:
                                                      September   December
                                                         30          31
                                                       _______
                                                       1996       _______
                                                                  1995   

                                                     __
                                                                 __
                                                                   
                                                          (thousands of
                                                            dollars)
          <S>                                        <C>         <C>
                   ................................
          Crude oil                                     55,452
                                                       $           58,047
                                                                  $
          Refined products.........................    ______
                                                       91,608     ______
                                                                  77,342

            Total inventories at FIFO  (approximates   147,060    135,389
          current cost)............................
          LIFO allowance...........................    _______
                                                       (68,043    _______
                                                                  (52,301

            Total crude oil and refined products ..    ______
                                                       79,017     ______
                                                                  83,088


          Merchandise     inventory     at      FIFO    6,895      6,453
          (approximates current cost)..............
          LIFO allowance...........................    ______
                                                       (1,674     ______
                                                                  (1,674
                                                                  
                                                             )          )

               al merchandise
            Tot               .....................     _____
                                                        5,221
                                                       _
                                                                  _
                                                                   _____
                                                                   4,779


          Materials and supplies inventory at FIFO     _
                                                        
                                                  .     _____
                                                        8,301      _____
                                                                   8,158
                                                                  _
                                                                   

            Total Inventory
            Total Inventory
            Total Inventory .......................     ______
                                                        92,539
                                                       _
                                                       $           ______
                                                                   96,025
                                                                  _
                                                                  $

                                                       _______
                                                                  _______
                                                                         




          </TABLE>

          As a result of decreased crude oil requirements at
          the Pasadena refinery, the company achieved a
          reduction in LIFO inventories during the third
          quarter of 1996 which is not expected to be
          replaced by year-end.  The impact of this interim
          LIFO inventory reduction was to reduce the net
          loss for the three and nine months ended September
<PAGE>


          30, 1996 by approximately $2.1 million ($.22 per
          share).

          <TABLE>
          <CAPTION>
          Note C - Long-term Debt and Credit Arrangements
          Note C - Long-term Debt and Credit Arrangements
          Note C - Long-term Debt and Credit Arrangements

          Long-term debt consists of the following:
                                                      September   December
                                                         30          31
                                                       ______
                                                                  _______
                                                                         

                                                      ________
                                                      1996        ________
                                                                  1995    

                                                         __
                                                                     _
                                                                      
                                                          (thousands of
                                                            dollars)
          <S>                                        <C>         <C>
          Unsecured 10 7/8% Senior Notes...........     124,739
                                                       $           124,716
                                                                  $

          Credit Agreement.........................    19,000

          Purchase Money Lien......................     3,629       4,492

          Other obligations........................       ___
                                                          529
                                                       ____
                                                                  ____
                                                                      ___
                                                                      857

                                                       147,897    130,065
          Less current portion                         ______
                                                       20,368
                                                       _
                                                                    _____
                                                                    1,559
                                                                  __
                                                                    

            Long-Term Debt
            Long-Term Debt
            Long-Term Debt ........................    _
                                                       $_______
                                                        127,529    ____
                                                                   128,
                                                                  _
                                                                  $    ___
                                                                       506

                                                       ________
                                                                  _____
                                                                       ___
                                                                          



          </TABLE>

          As of October  31, 1996,  under the  terms of  the
          Credit Agreement dated as  of September 25,  1995,
          as  amended  (Credit  Agreement),  which  is  used
          solely for the  purpose of  financing the  working
          capital requirements of  the Company, the  Company
          had no  outstanding cash  borrowings,  outstanding
          irrevocable  standby  letters  of  credit  in  the
          principal amount of $60.5 million for  performance
          obligations  related  to  crude  oil  acquisition,
          environmental and insurance matters and had unused
          commitments available for  future cash  borrowings
          and letters of credit totaling $69.5 million.   As
          of  September  30,  1996,   the  Company  was   in
          compliance with  all covenants  and provisions  of
          the Credit  Agreement, as  amended, and  forecasts
          that, but there can be no assurance that, it  will
          remain in  compliance  for the  remainder  of  the
          year.
                                 -9-
<PAGE>


          <PAGE>

          The $125  million unsecured  10.875% Senior  Notes
          (Notes), which  were  issued  under  an  Indenture
          (Indenture) are  used principally  to finance  the
          permanent capital requirements of the Company.  As
          of  September  30,  1996,   the  Company  was   in
          compliance with the terms  of the Indenture.   The
          Indenture  includes   certain   restrictions   and
          limitations customary with senior indebtedness  of
          this type  which limit  the amount  of  additional
          indebtedness the Company may incur outside of  the
          Credit Agreement and under certain  circumstances,
          restrict the Company from declaring dividends.  As
          of September 30, 1996, the Indenture substantially
          restricted the Company  from effecting  borrowings
          outside of the Credit Agreement and precluded  the
          payment of dividends. The  Company has not paid  a
          dividend on its shares  of common stock since  the
          first quarter, 1992.


          Note D - Derivative Financial Instruments

          There  were  no  interest  rate  swap   agreements
          outstanding during the first nine months of  1996.
           At September 30, 1996, the Company has recorded a
          deferred gain of $.7  million related to  canceled
          interest  rate  swap  agreements  which  will   be
          amortized into income over the remaining terms  of
          the original swap agreements ranging from 1996  to
          1998. The Company may utilize interest rate  swaps
          in the future to further manage the cost of funds.


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

          Net income (loss) per  common share for the  three
          and nine months ended September 30, 1996 and  1995
          is based on the weighted average of common  shares
          outstanding   of    9,718,152    and    9,697,598,
          respectively.


          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
<PAGE>


          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.  Beginning
          with grants made in 1996, shares not earned by the
          attainment of  performance  goals will  be  earned
          upon  the   completion  of   a  5   year   service
          requirement.  As  of September  30, 1996,  250,970
          shares of PVRS  (net of  cancellations) have  been
          registered in  participants  names and  are  being
          held by the Company  subject to the attainment  of
          the  related  performance  goals  or  the  related
          service requirement.

          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
          September 30, 1996, grants of non-qualified  stock
          options  have  been  awarded  to  participants  to
          purchase 515,955 shares of  the Company's Class  B
          Common Stock (net of cancellations).

          Under the  terms  of  the  1995  Management  Stock
          Option Plan, a maximum of 500,000 shares of  Class
          B Common Stock was available for distribution. The
          Company  awarded  to  participants   non-qualified
          stock options to  purchase 444,896  shares of  the
          Company's   Class   B   Common   Stock   (net   of
          cancellations) at  a price  equal to  100% of  the
          fair market value  of the stock   at  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.

          Shares of  Class  B  Common  Stock  available  for
          issuance  under  options  or  awards  amounted  to
          388,179 at September 30, 1996.

                                 -10-

          <PAGE>

          <TABLE>
          <CAPTION>

          Detail of  the Company's stock options are as
          follows:
<PAGE>




                                              Common       Price
                                               ____
                                                           Range
                                                         ________
                                                              per
                                             ________
                                             Shares  
                                                         _________
                                                         share    
                                                 _
                                                  
          <S>                                <C>        <C>
          _____________________________
          1994 Long-Term Incentive Plan

            Granted - 1994.................   109,800   $16.13   -
                                                         $16.88
            Canceled - 1994................      ____
                                                 (950
                                              ___
                                                        $16.88
                                                     )

                Outstanding -  December 31,   108,850   $16.13   -
              .............................
          1994                                           $16.88

            Granted - 1995
            
            
                          .................   _______
                                              396,150   $12.81   -
                                                         $13.75
                Outstanding -  December 31,   505,000   $12.81   -
              .............................
          1995                                           $16.88

            Granted - 1996.................   103,100   $15.38   -
                                                         $19.50
            Exercised - 1996...............             $12.81   -
                                              (26,972    $16.88
                                                     )
            Canceled - 1996................   _______
                                              (92,145   $12.81   -
                                                     )
                                                         $17.06
           Outstanding  -   September  30,    _______
                                              488,983   $12.81   -
          1996.............................              $19.50
                                              _______
                                                     


           Shares Exercisable at September    _______
                                              162,155   $12.81   -
          30, 1996.........................              $16.88
                                              _______
                                                     


          _________________________________
          1995 Management Stock Option Plan

            Granted - 1995.................   _______
                                              461,760   $13.75   -
                                                         $16.06
            Outstanding - December 31, 1995   461,760   $13.75   -
                                                         $16.06

            Exercised - 1996...............    (6,756)  $13.75
            Canceled - 1996................   _______
                                              (16,864   $13.75
                                                     )


               Outstanding -  September 30,   _______
                                              438,140   $13.75   -
              .............................
          1996                                           $16.06
                                              _______
                                                     
<PAGE>


                   Shares   exercisable  at   _______
                                              146,147   $13.75   -
          September 30, 1996...............              $16.06
                                              _______
                                                     


          Total outstanding - September 30,   _______
                                              927,123   $12.81   -
              .............................
          1996                                           $19.50
                                              _______
                                                     

          Total exercisable - September 30,      ____
                                                 ,302
                                              ___
                                              308       $12.81   -
              .............................
          1996                                           $16.88
                                                 ____
                                                     
                                              ___
                                                 




          </TABLE>
         Note G - Litigation and Contingencies

         Except as disclosed in this note, 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, 1995.

         All issues relating to the examination by the
         Internal Revenue Service of tax returns for fiscal
         years 1988 and 1989 have now been resolved, with
         no material adverse impact to the Company.

                                 -11-

          <PAGE>

          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 $30.8 million or 8.4% in the third
          quarter of 1996 and $108.1 million or 9.9% for the
          nine months ended September 30, 1996 from the
          comparable periods in 1995.  The third quarter
          increase in Sales and operating revenues was
          primarily attributable to a 18% increase in the
          average sales price per gallon of petroleum
          products which was partially offset by a 8.8%
          decrease in petroleum product sales volumes.  The
          year to date increase was a result primarily of an
          11.6% increase in the average sales price per
          gallon of petroleum products offset by a 1.6%
          decrease in petroleum product sales volumes.
          Additionally, there were slight increases in
          merchandise sales of 5.1% and 3.3% for the three
<PAGE>


          and nine months ended September 30, 1996,
          respectively, compared to the same 1995 periods.

          Merchandise gross margin (merchandise gross profit
          as a percent of merchandise sales) increased from
          27.2% to 29.2% for the third quarter  of 1995 and
          1996, respectively and from 26.3% to 28.9% for the
          nine months ended September 30, 1995 and 1996,
          respectively.  The increases in gross margin are 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 gasoline sales volume and merchandise
          sales increases on a same store basis of
          approximately 4.7% and 7.7%, respectively, for the
          nine months ended September 30, 1996 compared to
          the same 1995 periods and has contributed to the
          $2.6 million or 13.4% increase in merchandise
          gross profit.  Aggregate year to date merchandise
          gross profit on a same store basis increased by
          19.3%  in 1996 compared to the same 1995 period.

          Costs and operating expenses increased $34.2
          million or 10.2% in the third quarter of 1996 and
          $125.5 million or 12.6% for the nine months ended
          September 30, 1996 from the comparable periods in
          1995.  The third quarter increase was due to a
          22.6% increase in the average cost per barrel
          consumed of crude oil and feedstocks.  The year to
          date increase in  Costs and operating expenses was
          due to a 15.3% increase in the average cost per
          barrel consumed of crude oil and feedstocks. 
          These increases were partially offset by decreases
          in volumes sold as previously discussed.  During
          1996, the crude oil futures market has experienced
          significant backwardation wherein the future
          months prices of crude oil are transacted at
          values less than the current month.  However, when
          the future month has become the current month, the
          price has generally increased.  In order to price
          its crude oil close to the time when products are
          being refined and thereby to effectively achieve
          the instantaneous 3-2-1 crack spread, the Company
          has been utilizing a practice of deferring the
          pricing of a majority of its crude oil until the
          finished petroleum products are refined.  During
          1996, this practice has effectively resulted in
          approximately $29.7 million of additional costs as
          compared with the costs that would have been
          recognized if the crude oil were priced at the
          time it was contracted.  The Company is currently
          evaluating this practice.  The results of
          operations were significantly affected by the
          Company's use of the LIFO method to value
<PAGE>


          inventory, which decreased the Company's gross
          margin $.38 per barrel ($15.7 million) in 1996,
          and increased gross margin $.01 per barrel ($.3
          million) in 1995.  As a result of decreased crude
          oil requirements at the Pasadena refinery, the
          company achieved a reduction in LIFO inventories
          during the third quarter of 1996 which is not
          expected to be replaced by year-end.  The impact
          of this interim LIFO inventory reduction was to
          reduce the net loss for the three and nine months
          ended September 30, 1996 by approximately $2.1
          million ($.22 per share).


          In early 1996, the Company adjusted its gasoline
          and distillate production to take advantage of
          better distillate margins compared to gasoline
          margins.  Correspondingly, yields of distillates
          were increased to 49,300 bpd (33.3%) for the nine
          months ended September 30, 1996 from 45,900 bpd
          (29.7%) in the comparable 1995 period, while
          gasoline production was decreased from 93,300 bpd
          (60.3%) for the nine months ended September 30,
          1995 to 86,900 bpd (58.8%) for nine months ended
          September 30, 1996.  Yields of distillates
          remained consistent at 51,700 bpd (34.6%) for the
          third quarter 1996 compared to 51,700 bpd (32.5%)
          for the same period in 1995 while gasoline
          production decreased slightly from 90,600 bpd
          (57%) for the third quarter 1995 to 85,400 bpd
          (57%) for the third quarter 1996.

                                 -12-

          <PAGE>

          Selling and administrative expenses increased $2.2
          million or 10.9% for the three months ended
          September 30, 1996 and $9.7 million or 16.3% for
          the nine months ended September 30, 1996 compared
          to the same periods in 1995.  These increases are
          principally due to increases in store level
          operating expenses, primarily related to
          additional units and increased labor costs. 
          Additionally, the Company recorded approximately
          $1 million in corporate administrative expenses
          associated with a management reorganization in
          early 1996.

          Operating costs and expenses for the three months
          ended September 30, 1996 included $.2 million
          related to environmental matters and also $.2
          million for retail units that have been closed. 
          This compares to $1.2 million and $.6 million,
          respectively, for the three months ended September
          30, 1995.  For the nine months ended September 30,
          1996, Operating costs and expenses included $1.3
<PAGE>


          million related to environmental matters and
          reductions of $.2 million relating to retail units
          that have been closed compared to $2.3 million and
          $1.6 million, respectively, for the same 1995
          period.  Additionally, Operating costs and
          expenses for the third quarter and year to date
          periods of 1996 were reduced by $1.1 million and
          $3.7 million, respectively, related to the
          adjustment of certain pending litigation and
          employee benefit costs and other accruals.

          Depreciation and amortization decreased $1.7
          million or 18% in the third quarter of 1996 and
          $4.7 million or 16.4% for the nine months ended
          September 30, 1996 compared to the same 1995
          periods.  These decreases are primarily the result
          of a reduction in the depreciable base of the
          Tyler refinery assets due to the adoption of SFAS
          No. 121 ``
                   Accounting for the Impairment of Long-
          Lived Assets and for Long-Lived Assets to be
          Disposed Of''
                       effective October 1, 1995.

          In the first quarter of 1995, the Company
          completed the sale of $125 million of Unsecured
          10.875% Senior Notes due February 1, 2005 priced
          at 99.75% (Notes).  Approximately $55 million of
          the net proceeds from the sale were 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 used in operating activities (including
          changes in working capital) totaled $10.1 million
          for the nine months ended September 30, 1996
          compared to cash provided from operating
          activities of $1.5 million for the nine months
          ended September 30, 1995.  The 1996 outflows
          consist primarily of $18.3 million related to
          working capital requirements resulting primarily
          from decreases in accrued income and excise tax
          liabilities and other accounts payable and to
          increases in accounts receivable and prepaid
          operating expenses, principally related to
          insurance premiums.  These working capital
          outflows were partially offset by decreases in
          crude oil and finished products inventories and
          increases in crude oil and refined products
<PAGE>


          payables.  Partially offsetting these cash
          outflows was net cash provided by operations of
          $8.2 million before changes in working capital. 
          The 1995 outflows consist of net cash provided by
          operations before changes in working capital of
          $22.4 million which was partially offset by $20.9
          million related to working capital requirements
          resulting from decreases in crude oil, refined
          products and other payables and increases in
          prepaid operating expenses.  These working capital
          outflows were partially offset by decreases in 
          receivables and in crude oil and finished product
          inventories and increases in accrued liabilities.

          Net cash outflows from investment activities were
          $26.5 million for the nine months ended September
          30, 1996 compared to a net outflow of $33.5
          million for the same 1995 period.  The 1996 amount
          consists principally of capital expenditures of
          $19.8 million (which includes $8.5 million for
          refinery operations and $8.7 million relating to
          marketing operations).  Additionally, there were
          refinery turnaround expenditures of $4.5 million
          and increases in other deferred assets of $4.4
          million. These cash outflows were partially offset
          by proceeds from the sale of property, plant and
          equipment of $2.1 million.  The 1995 activity
          relates primarily to $27.1 million of capital
          expenditures ($11.9 million relating to refinery
          operations and $15.2 relating to the marketing
          area).  In addition, 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
          10.875% Senior Notes in January 1995, and refinery
          turnaround expenditures of $1.1 million.  The 1995
          cash outflows were partially offset by proceeds
          from the sale of property, plant and equipment of
          $2.1 million.

                                 -13-

          <PAGE>

          Net cash provided by financing activities was $18
          million for the nine months ended September 30,
          1996 compared to cash provided by financing
          activities of $24.8 million for the nine months
          ended September 30, 1995.  The 1996 cash inflow
          consists principally of $17.8 million 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 $.5
          million from issuances of the Company's common
          stock due to the exercise of stock options issued
          under the Company's incentives plans.  Partially
<PAGE>


          offsetting these cash inflows were increases of
          $.3 million in long-term notes receivable.  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 10.875% 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.

          Cash and cash equivalents at September 30, 1996
          were $24.2 million lower than at September 30,
          1995.  This decrease resulted primarily from cash
          used in investment activities of $30.4 million,
          which includes capital expenditures of $27.3
          million, net of $6.4 million of proceeds received
          from the sale of property, plant and equipment. 
          Additionally, cash outflows from investment
          activities included deferred turnaround charges of
          $6.4 million and charges to other deferred assets
          of $3.5 million.  These cash outflows were
          partially offset by an increase in cash of $6.8
          million resulting from the consolidation of the
          Company's wholly-owned insurance subsidiaries in
          the fourth quarter of 1995.  Cash used in
          operating activities totaled $7.4 million for the
          twelve month period ended September 30, 1996. 
          These cash outflows were partially offset by cash
           provided by financing activities of $13.6 million
          for the period October 1, 1995 to September 30,
          1996 relating primarily to net borrowings from the
          Company's debt and credit agreement facilities of
          $13.4 million for the twelve month period ended
          September 30, 1996.

          The ratio of current assets to current liabilities
          at September 30, 1996 was 1.13:1 compared to
          1.48:1 at September 30, 1995 and 1.22:1 at
          December 31, 1995.  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 1.30:1 at September 30, 1996, 1.59:1 at
          September 30, 1995 and 1.35:1 at December 31,
          1995.

          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
<PAGE>


          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, but provides no assurance, that cash
          provided from its operating activities, together
          with other available sources of liquidity,
          including borrowings under the Credit Agreement,
          or a successor agreement, will be sufficient to
          fund these costs.  The Company had recorded a
          liability of approximately $17 million as of
          September 30, 1996 to cover the estimated costs of
          compliance with environmental regulations which
          are not anticipated to be of a capital nature. 
          The liability of $17 million includes accruals for
          issues extending past 1997.

          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.

                                 -14-

          <PAGE>

          During the years 1996-1998, the Company  estimates
          environmental expenditures  at  the  Pasadena  and
          Tyler refineries  of  at least  $6.9  million  and
          $13.5   million,   respectively.       Of    these
          expenditures, it is anticipated that $4.4  million
          for Pasadena and $8.1 million for Tyler will be of
          a capital  nature,  while $2.5  million  and  $5.4
          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
          $25.5  million   through  1998.      Environmental
          expenditures at the Pasadena and Tyler  refineries
          and at the Company's marketing facilities  totaled
<PAGE>


          $1.4  million,  $1.8  million  and  $1.3  million,
          respectively, for the nine months ended  September
          30, 1996.

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

          The Credit Agreement dated  as September 25,  1995
          (Credit Agreement) is used solely for the  purpose
          of financing the  working capital requirements  of
          the Company.  As of October 31, 1996, the  Company
          had outstanding  irrevocable  standby  letters  of
          credit in the  principal amount  of $60.5  million
          for performance obligations  related to crude  oil
          acquisition, environmental  and insurance  matters
          and unused commitments  available for future  cash
          borrowings and  letters of  credit totaling  $69.5
          million.  As  of September 30,  1996, the  Company
          was  in   compliance   with  all   covenants   and
          provisions of the Credit Agreement as amended  and
          forecasts that,  but  there can  be  no  assurance
          that,  it  will  remain  in  compliance  for   the
          remainder of the year.

          The $125  million unsecured  10.875% Senior  Notes
          (Notes) due January  25, 2005 require  semi-annual
          interest payments.    There are  no  sinking  fund
          requirements on  the  Notes.    This  facility  is
          principally used to finance the permanent  capital
          requirements of  the Company  and, to  the  extent
          required,  working  capital.    At  the  Company's
          option, up to  $37.5 million of  the 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. These  restrictions and  limitations
          include, but are not  limited to, restrictions  on
          the incurrence of additional indebtedness, on  the
          payment of  dividends  and on  the  repurchase  of
          capital stock.  These restrictions and limitations
          are   not   applicable   to   letter   of   credit
          availability  and  up  to  $50  million  of   cash
          borrowings provided by the  Credit Agreement.   As
          of September 30, 1996, the Indenture substantially
          restricted the Company  from effecting  borrowings
          outside of the Credit Agreement and precluded  the
<PAGE>


          Company from paying  any dividends.   The  Company
          has not paid  a dividend on  its shares of  common
          stock  since  the  first  quarter  of  1992.    As
          outlined  in   the   Company's   planned   capital
          requirements described below, while the Company is
          limited by the Indenture from effecting borrowings
          outside of  the  Credit  Agreement,  it  does  not
          currently plan to effect any borrowings outside of
          the Credit Agreement.

          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 net  capital
          expenditures and deferred turnaround costs in 1996
          are projected  to approximate  $37 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's
          existing Credit Agreement matures on September 30,
          1997.  It is  management's intention to extend  or
          replace the existing Credit Agreement prior to its
          expiration date in order  that cash provided  from
          its  operating  activities,  together  with  other
          available   sources   of   liquidity,    including
          availability  from  the  Credit  Agreement,  or  a
          successor agreement, will  be sufficient over  the
          next year 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.

                                 -15-

          <PAGE>

          Merchandise sales and operating revenues from the
          Company's convenience stores are seasonal in
          nature, generally producing higher sales and net
<PAGE>


          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.

          As discussed in Item 3. Legal Proceedings of the
          Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995, 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.  The Company
          has been operating the Pasadena refinery without
          interruption since the lock-out with management
          and supervisory personnel and intends to continue
          full operations until an agreement is reached with
          the collective bargaining unit.  The Oil, Chemical
          & Atomic Workers Union (OCAW) filed unfair labor
          practice charges against the Company in connection
          with the lock-out.  The Regional Office of the
          National Labor Relations Board (NLRB) has
          dismissed the charges; and; accordingly,  no
          accruals related to back wages have been recorded.
          The union appealed this ruling, and the General
          Counsel of the NLRB currently has the matter under
          consideration.  In July and August, the union
          filed additional unfair labor practice charges and
          those charges have also been dismissed by the
          Regional Office.  The OCAW has appealed the
          dismissal of the charges filed in July.  The
          Company intends to continue to vigorously contest
          all of the matters that have been appealed.

                                 -16-

          <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 3 of the
          Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1995.
<PAGE>



          The unfair labor practice charges filed by the
          Oil, Chemical & Atomic Workers Union in connection
          with the lock-out of employees in the collective
          bargaining unit at the Pasadena refinery, which
          were previously reported in the Annual Report on
          Form 10-K for the year ended December 31, 1995,
          were dismissed by the Regional Office of the
          National Labor Relations Board. The union appealed
          this ruling, and the General Counsel of the NLRB
          currently has the matter under consideration.  In
          July and August, the union filed additional unfair
          labor practice charges and those charges have also
          been dismissed by the Regional Office.  The OCAW
          has appealed the dismissal of the charges filed in
          July.  The Company intends to continue to
          vigorously contest all of the matters that have
          been appealed.


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

          (a)  Exhibit:

          10(a)  -   Executive  Severance   Plan   effective
          September 26, 1996

          10(b) -  Supplemental  Retirement Income  Plan  as
          Restated effective September 26, 1996

          10(c) - Amendment  effective as  of September  26,
          1996 to the Crown Central Employees Savings Plan

          10(d) - Amendment  effective as  of September  26,
          1996 to  the Crown  Central Petroleum  Corporation
          1994 Long-Term Incentive Plan

          11 - Statement  re:  Computation  of Earnings  Per
          Share

          20 - Interim Report to Stockholders for the  three
          and nine months ended September 30, 1996

          27 - Financial Data Schedule


          (b) Reports on Form 8-K:
<PAGE>


          There were no reports on Form 8-K filed with the
          Securities and Exchange Commission during the
          three months ended September 30, 1996.

                                 -17-

          <PAGE>

          SIGNATURE
          SIGNATURE
          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, 1996 to be signed on
          its behalf by the undersigned thereunto duly
          authorized.

          CROWN CENTRAL PETROLEUM CORPORATION
          CROWN CENTRAL PETROLEUM CORPORATION
          CROWN CENTRAL PETROLEUM CORPORATION



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

          Date:  November 14, 1996

                                 -18-