<PAGE>

           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549-1004

                             FORM 10-Q


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


          For the quarterly period ended SEPTEMBER 30, 1999


                                     OR

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


       For the transition period from ________to________


                 COMMISSION FILE NUMBER 1-1059


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


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


ONE NORTH CHARLES STREET, BALTIMORE, MARYLAND         21201
 (Address of principal executive offices)           (Zip Code)


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

                         NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
                       since last report)


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past
90 days.

                                 YES  X    NO
                                     ___

The number of shares outstanding at July 31, 1999 of the
Registrant's $5 par value Class A and Class B Common Stock was
4,817,394 shares and 5,253,638 shares, respectively.

                             Page 1

<PAGE>
<TABLE>
<CAPTION>

       CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES


                        TABLE OF CONTENTS

<S>        <C> <C>                                                <C>
                                                                  PAGE
PART I     -   FINANCIAL INFORMATION

Item 1     -   Financial Statements (Unaudited)

               Consolidated Condensed Balance Sheets
               September 30, 1999 and December 31, 1998            3-4

               Consolidated Condensed Statements of Operations
               Three and Nine months ended September 30, 1999
               and 1998                                             5

               Consolidated Condensed Statements of Cash Flows
               Nine months ended September 30, 1999 and 1998        6

               Notes to Unaudited Consolidated Condensed
                  Financial Statements                            7-12

Item 2     -   Management's Discussion and Analysis of Financial
               Condition and Results of Operations               12-22

Item 3     -   Quantitative and Qualitative Disclosures
               About Market Risk                                  21


PART II    -   OTHER INFORMATION

Item 1     -   Legal Proceedings                                  21

Item 6     -   Exhibits and Reports on Form 8-K                  21-22

               Exhibit 10 - Second Amendment to Congress Loan
                            and Security Agreement

               Exhibit 20 - Interim Report to Stockholders
                            for the nine months ended
                            September 30, 1999

               Exhibit 27 (a) - Financial Data Schedule
                                for the nine months ended
                                September 30, 1999

               Exhibit 27 (b) - Financial Data Schedule
                                for the nine months ended
                                September 30, 1998 - revised

SIGNATURE                                                          22

</TABLE>

                             Page 2

<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS


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


                                          September 30         December 31
                                              1999                 1998
                                          ------------         -----------
<S>                                       <C>                  <C>
                                                    (Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents                   $  10,024            $ 14,470
Restricted cash                                     -              12,000
Accounts receivable - net                     102,115              60,227
Recoverable income taxes                          133                 616
Inventories                                    74,752              80,104
Other current assets                            5,353               1,411
                                             --------            --------
TOTAL CURRENT ASSETS                          192,377             168,828





INVESTMENTS AND DEFERRED CHARGES               45,030              47,044





PROPERTY, PLANT AND EQUIPMENT                 675,839             664,822
     Less allowance for depreciation         (376,411)           (362,684)
                                             --------            --------
NET PROPERTY, PLANT AND EQUIPMENT             299,428             302,138





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

                                            $ 536,835           $ 518,010
                                            =========           =========


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


                             Page 3

<PAGE>

<TABLE>
<CAPTION>

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

                                                   September 30   December 31
                                                       1999           1998
                                                   ------------   -----------
                                                          (Unaudited)
<S>                                               <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable:
  Crude oil and refined products                      $103,100      $ 48,466
  Other                                                 33,447        36,750
Accrued Liabilities                                     53,700        53,730
Short-term borrowings                                   25,179        10,000
Current portion of long-term debt                          635         1,307
                                                      --------      --------
TOTAL CURRENT LIABILITIES                              216,061       150,253

LONG-TERM DEBT                                         129,324       129,899

DEFERRED INCOME TAXES                                    7,071        23,947

OTHER DEFERRED LIABILITIES                              34,255        35,138

COMMON STOCKHOLDERS' EQUITY
  Common stock, Class A - par value $5 per share:
    Authorized shares - 15,000,000; issued and
    outstanding shares - 4,817,394 in 1999 and 1998    24,087        24,087
  Common stock, Class B - par value $5 per share:
    Authorized shares - 15,000,000; issued and
    outstanding shares -- 5,253,652 in 1999 and
    5,236,217 in 1998                                   26,268        26,181
Additional paid-in capital                              91,331        91,466
Unearned restricted stock                               (1,224)       (1,500)
Retained earnings                                        9,662        38,539
                                                      --------      --------
TOTAL COMMON STOCKHOLDERS' EQUITY                      150,124       178,773
                                                      --------      --------


                                                      $536,835      $518,010
                                                      ========      ========


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

                             Page 4

<PAGE>

<TABLE>
<CAPTION>

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


                                                     (Unaudited)
                                       Three Months Ended    Nine Months Ended
                                          September 30          September 30
                                        1999       1998       1999       1998
                                      --------   --------   --------   --------
<S>                                  <C>        <C>        <C>        <C>
REVENUES
Sales and operating revenues          $359,899   $312,461   $866,478   $979,254

OPERATING COSTS AND EXPENSES
  Costs and operating expenses         329,888    268,211    794,903    884,952
  Selling expenses                      21,057     21,198     64,983     63,340
  Administrative expenses                5,040      5,775     15,747     16,284
  Depreciation and amortization          9,501      8,619     27,381     25,237
  Sales and abandonments of property,
    plant and equipment, net              (469)      (179)      (860)      (430)
                                      --------   --------   --------   --------
                                       365,017    303,624    902,154    989,383
                                      --------   --------   --------   --------

OPERATING (LOSS) INCOME                 (5,118)     8,837    (35,676)   (10,129)
Interest and other income                  136        527      2,181      2,297
Interest expense                        (3,939)    (3,806)   (11,047)   (10,977)
                                      --------   --------   --------   --------

(LOSS) INCOME BEFORE INCOME TAXES       (8,921)     5,558    (44,542)   (18,809)

INCOME TAX (BENEFIT) PROVISION          (2,903)     2,475    (15,665)    (5,998)
                                      --------   --------   --------   --------

NET (LOSS) INCOME                     $ (6,018)  $  3,083   $(28,877)  $(12,811)
                                      ========   ========   ========   ========


NET (LOSS) INCOME PER SHARE:
   Basic and diluted                  $  (0.61)  $   0.31   $  (2.93)  $  (1.30)
                                      ========   ========   ========   ========

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

                             Page 5

<PAGE>

<TABLE>
<CAPTION>

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


                                                          (Unaudited)
                                               Nine Months Ended September 30
                                                  1999             1998
                                                --------         --------
<S>                                            <C>              <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net cash from operations before
changes in assets and liabilities                $(17,154)        $  2,635
Net changes in assets and liabilities              21,913           45,889
                                                 --------         --------

     NET CASH PROVIDED BY OPERATING ACTIVITIES      4,759           48,524
                                                 --------         --------


CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                              (18,306)         (25,839)
Proceeds from sales of property and equipment       2,767              785
Net repayments of long-term notes receivable          427              316
Investments in subsidiaries                             -              164
Capitalization of software costs                   (1,974)          (3,035)
Deferred turnaround maintenance                    (5,773)          (2,496)
Other charges to deferred assets                     (256)          (1,668)
                                                 --------         --------

NET CASH (USED IN) INVESTING ACTIVITIES           (23,115)         (31,773)
                                                 --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from credit agreement borrowings       438,761           64,729
  (Repayments) of debt and credit agreement
     borrowings                                  (424,851)         (61,295)
  Issuance of common stock                              -              597
                                                 --------         --------

     NET CASH PROVIDED BY FINANCING ACTIVITIES     13,910            4,031
                                                 --------         --------


NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                              $ (4,446)        $ 20,782
                                                 ========         ========

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

                             Page 6

<PAGE>


NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------

Crown Central Petroleum Corporation and Subsidiaries

September 30, 1999


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of Management, all adjustments considered necessary for a
fair and comparable presentation have been included.  Operating
results for the three and nine months ended September 30, 1999 are
not necessarily indicative of the results that may be expected for
the year ending December 31, 1999.  The enclosed financial
statements should be read in conjunction with the consolidated
financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December
31, 1998.

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

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

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

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

An actual valuation of inventory under the LIFO method can be made
only at the end of each year based on the inventory levels and
costs at that time.  Accordingly, interim LIFO projections must be
based on Management's estimates of expected year-end inventory
levels and values.

RECLASSIFICATIONS: The Company has reclassified certain prior year
balances in the Unaudited Consolidated Condensed Balance Sheet to
conform to the current year presentation.



            [This space was intentionally left blank]

                             Page 7

<PAGE>

<TABLE>
<CAPTION>

NOTE B - SUPPLEMENTARY CASH FLOW INFORMATION

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


                                                   Nine Months Ended
                                                     September 30
                                                   1999           1998
                                                 ---------     ---------
                                                 (thousands of dollars)
<S>                                              <C>           <C>
Decrease in restricted cash                       $ 12,000      $      -
(Increase) decrease in accounts receivable - net   (41,889)       31,685
Decrease (increase) in inventories                   5,352       (16,675)
(Increase) in other current assets                  (3,942)       (1,396)
Increase (decrease) in crude oil and
   refined products payable                         54,634       (19,783)
(Decrease) increase in other accounts payable       (3,303)        3,493
(Decrease) increase in accrued liabilities
   and other deferred liabilities                     (773)       44,578
(Increase) decrease in recoverable and
   deferred income taxes                              (166)        3,987
                                                  --------      --------

                                                  $ 21,913      $ 45,889
                                                  ========      ========
</TABLE>

<TABLE>
<CAPTION>

NOTE C - INVENTORIES

Inventories consist of the following:
                                               September 30    December 31
                                                   1999            1998
                                                 --------       --------
                                                 (thousands of dollars)
<S>                                             <C>            <C>
Crude oil                                        $ 19,267       $ 26,489
Refined products                                   91,443         39,776
                                                 --------       --------
Total inventories at FIFO (approximates
   current cost)                                  110,710         66,265
LIFO allowance                                    (50,762)          (184)
                                                 --------       --------
    Total crude oil and refined products           59,948         66,081
                                                 --------       --------

Merchandise inventory at FIFO (approximates
   current cost)                                    8,759          7,950
LIFO allowance                                     (2,515)        (2,515)
                                                 --------       --------
Total merchandise                                   6,244          5,435
                                                 --------       --------

Materials and supplies inventory at FIFO            8,560          8,588
                                                 --------       --------
     TOTAL INVENTORY                             $ 74,752       $ 80,104
                                                 ========       ========

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

</TABLE>

            [This space was intentionally left blank]

                             Page 8

<PAGE>

<TABLE>
<CAPTION>

NOTE D - LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consists of the following:

                                          September 30      December 31
                                              1999             1998
                                            ---------        --------
                                            (thousands of dollars)

<S>                                         <C>             <C>
10 7/8% Senior Notes                         $124,834        $124,810
Purchase Money Liens                            4,972           6,159
Other obligations                                 153             237
                                             --------        --------
                                              129,959         131,206

Less current portion                             (635)         (1,307)
                                             --------        --------
     LONG-TERM DEBT                          $129,324        $129,899
                                             ========        ========



The 10 7/8% Senior Notes due 2005 (Notes) were issued under an
Indenture, which includes certain restrictions and limitations,
including the payment of dividends, repurchase of capital stock and the
incurrence of additional debt.  As of September 30, 1999, the Indenture
substantially restricted the Company's ability to borrow outside of the
Loan and Security Agreement, as amended (Secured Credit Facility).

The Secured Credit Facility, provides for up to $125 million
availability for cash borrowing and letter of credit needs. The Secured
Credit Facility, which has a three-year term beginning on December 10,
1998 and is secured by certain current assets of the Company, is
intended for general corporate and working capital requirements.  It
includes limitations on additional indebtedness and cash dividends and
requires compliance with certain financial covenants including minimum
levels of working capital and net worth.  Up to $75 million of the
Secured Credit Facility is subject to the availability of eligible
collateral while the remaining $50 million, which is provided through a
related party of the Company, is not subject to such eligibility
limitations.  This additional availability is provided to the Company
under terms and conditions that are not less favorable than the Company
could obtain from independent third parties.  At September 30, 1999,
the Company's eligible collateral after reserves was $99.4 million,
exceeding the $75 million minimum eligible collateral threshold
required to have maximum utilization of the Secured Credit Facility.
Borrowings under the Secured Credit Facility bear interest based at the
prime rate or LIBOR-based rates.  In addition, the Company pays
commitment fees on the unused portion of the Secured Credit Facility.

As of September 30, 1999, the Company had cash borrowings of $25.2
million bearing an annual interest rate of 9.0% and an outstanding
letter of credit for $18.9 million.  The unused commitments at
September 30, 1999 were $80.9 million.  The Company had cash borrowings
of $10.0 million bearing an annual interest rate of 8.0% and an
outstanding letter of credit for $13.2 million under the Secured Credit
Facility at December 31, 1998.  As of November 10, 1999, there were no
cash borrowings outstanding and no changes in the amount of outstanding
letters of credit from September 30, 1999.  The Company's unused
commitments at November 10, 1999 were $106.1 million.

NOTE E - CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES

The net deferred loss from futures contracts included in crude oil and
refined product hedging strategies was approximately $0.5 million at
September 30, 1999.  Included in these hedging strategies are futures
contracts maturing from October 1999 through March 2000.  These
contracts are being used by the Company to defer the pricing of
approximately 2.0% of its crude oil commitments for the aforementioned
period.

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

The average outstanding and equivalent shares excludes 203,950 and
231,750 shares of Performance Vested Restricted Stock (PVRS) registered
to participants in the 1994 Long-Term Incentive Plan (Plan) at
September 30, 1999 and 1998, respectively.  The PVRS shares are not
considered outstanding for earnings per share calculations until the
shares are
released to the Plan participants.

                             Page 9

<PAGE>

The following tables provide a reconciliation of the basic and diluted
earnings per share calculations:


</TABLE>
<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED SEPTEMBER 30
                                           -------------------------------
                                               1999               1998
                                           -------------       -----------
                                                (dollars in thousands,
                                                except per share data)
<S>                                       <C>                 <C>
(LOSS) INCOME APPLICABLE TO COMMON
     SHARES
----------------------------------

Net (loss) income                          $    (6,018)        $     3,083
                                           ===========         ===========

Common shares outstanding at July 1,
1999 and 1998, respectively                 10,071,046          10,071,032

Restricted shares held by the Company
at July 1,1999 and 1998, respectively         (203,950)           (231,750)
                                           -----------         -----------

Weighted average number of common shares
  outstanding, as adjusted at September 30,
  1999 and 1998, respectively:
  Basic and diluted                          9,867,096           9,839,282
                                           ===========         ===========

EARNINGS PER SHARE:
-------------------

Net (loss) income - basic and diluted      $     (0.61)        $      0.31
                                           ===========         ===========

</TABLE>

<TABLE>
<CAPTION>


                                            NINE MONTHS ENDED SEPTEMBER 30
                                            ------------------------------
                                                 1999             1998
                                               --------         --------
                                                (dollars in thousands,
                                                except per share data)
<S>                                        <C>              <C>
(LOSS) INCOME APPLICABLE TO COMMON SHARES
-----------------------------------------

Net (loss)                                  $   (28,877)     $   (12,811)
                                            ===========      ===========

Common shares outstanding at January 1,
   1999 and 1998, respectively               10,053,611       10,058,168

Restricted shares held by the Company at
   January 1, 1999  and 1998, respectively     (214,325)        (260,700)

Weighted average effect of shares of
   common stock released to participants
   by the restricted stock plan                  27,444                -
Weighted average effect of shares of
   common stock issued for stock
   option exercises                                   -           32,215
                                             ----------       ----------

Weighted average number of common shares
   outstanding, as adjusted at September 30,
   1999 and 1998, respectively:
     Basic and diluted                        9,866,730        9,829,683
                                             ==========       ==========

EARNINGS PER SHARE:

Net (loss) - basic and diluted               $    (2.93)      $    (1.30)
                                             ==========       ==========

</TABLE>

NOTE G - LITIGATION AND CONTINGENCIES

There has been no material change in the status of litigation and
contingencies as discussed in Note I of Notes to Consolidated
Financial Statements in the Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.

                             Page 10

<PAGE>

NOTE H - SEGMENT INFORMATION

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

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

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

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

<TABLE>
<CAPTION>

Nine months ended September 30, 1999:

                                          Refinery     Retail
                                         Operations   Marketing    Totals
                                         ----------   ---------   ---------
                                               (thousands of dollars)
<S>                                      <C>         <C>         <C>
Revenues from external customers          $533,547    $335,582    $869,129
Intersegment revenues                      254,774           -     254,774
(Loss) income                              (19,362)      2,964     (16,398)
Capital expenditures                         8,318       7,795      16,113

</TABLE>

<TABLE>
<CAPTION>

Nine months ended September 30, 1998:

                                          Refinery     Retail
                                         Operations   Marketing    Totals
                                         ----------   ---------   --------
                                               (thousands of dollars)
<S>                                      <C>          <C>        <C>
Revenues from external customers          $651,903     $329,908   $981,810
Intersegment revenues                      368,083            -    368,083
(Loss) income                               (1,978)       8,705      6,727
Capital expenditures                         8,486       15,642     24,128

</TABLE>


<TABLE>
<CAPTION>

Sales and operating revenues reconciliation:

                                                 Nine months ended September 30
                                                      1999              1998
                                                    --------          --------
                                                      (thousands of dollars)
<S>                                                <C>               <C>
Total external revenues for reportable segments     $869,129          $981,810
Intersegment revenues for reportable segments        254,774	          368,083
Other adjustments                                     (2,651)           (2,556)
Elimination of intersegment revenues                (254,774)         (368,083)
                                                    --------          --------
  Sales and operating revenues                      $866,478          $979,254
                                                    ========          ========
</TABLE>
                             Page 11

<PAGE>

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

<TABLE>
<CAPTION>

(Loss) income reconciliation:

                                         Nine months ended September 30
                                             1999            1998
                                           --------        --------
                                            (thousands of dollars)
<S>                                       <C>             <C>
Total (loss) for reportable segments       $(16,398)       $  6,727
Other (loss) income                             931             921
Unallocated amounts:
   Corporate (expenses)                     (18,382)        (17,293)
   Net interest (expense)                   (10,693)         (9,164)
                                           --------        --------
   (Loss) before income taxes              $(44,542)       $(18,809)
                                           ========        ========
</TABLE>

<TABLE>
<CAPTION>

Capital expenditure reconciliation:
                                                   Nine months ended September
30
                                                       1999            1998
                                                     --------        --------
                                                      (thousands of dollars)
<S>                                                 <C>             <C>
Total capital expenditures for reportable segments   $16,113         $24,128
Corporate and other capital expenditures               2,193           1,711
                                                     -------         -------
Total                                                $18,306         $25,839
                                                     =======         =======
</TABLE>


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

CONSOLIDATED RESULTS OF OPERATIONS

The Company's consolidated sales and operating revenues increased
$47.4 million or 15.1% in the third quarter of 1999 from the
comparable period in 1998.  The increase in sales and operating
revenues was primarily attributable to the 41.2% increase in the
average sales price per gallon of petroleum products, which was
partially offset by a 20.1% decrease in the volume of petroleum
products sold.  Consolidated sales and operating revenues
decreased $112.8 million or 11.5% for the nine months ended
September 30, 1999 compared to the nine months ended September 30,
1998.  The year-to-date decrease was primarily attributable to a
23.3% decrease in petroleum product sales volumes offset by a 8.8%
increase in the average sales price per gallon of petroleum
products.  The decreases in sales volumes for the three and nine
months ended September 30, 1999 are primarily due to the Company's
crude oil based processing agreement executed in the fourth
quarter of 1998 (Processing Agreement) with Statoil Marketing and
Trading (US) Inc. (Statoil).  The Company processes an average of
35,000 barrels per day (bpd) of crude oil supplied and owned by
Statoil and returns to Statoil an average of 35,000 bpd of refined
petroleum products, which effectively decreased the Company's
refined products available for sale.  Excluding the effects of the
Processing Agreement, sales volumes for the three and nine months
ended September 30, 1999 increased 10.9% and decreased 2.8%,
respectively, compared to the same periods ended in 1998.  The
decreases in sales and operating revenues from petroleum products
were partially offset by increases of $1.2 million or 4.5% and
$5.7 million or 7.6% in merchandise sales for the three and nine
months ended September 30, 1999 compared to the same periods last
year.  Merchandise sales increased primarily due to the increases
in the selling price of tobacco-related products, beer and wine,
and to some extent more accurate pricing as a result of the
implementation of the price book module of the retail point of
sale (POS) system.

Consolidated costs and operating expenses increased $61.7 million
or 23.0% in the third quarter of 1999 from the comparable period
in 1998.  The increase was primarily due to the increase in
petroleum product prices which was offset by the decrease in
production volumes.  The average cost per barrel consumed of crude
oil and feedstocks increased from

                             Page 12

<PAGE>


$13.27 for the third quarter of 1998 to $20.45 for the third
quarter of 1999.  Consolidated costs and operating expenses
decreased $90.0 million or 10.2% for the nine months ended
September 30, 1999 from the comparable period in 1998 due
primarily to a 28.2% decrease in refining sales volumes offset by
the increased cost of petroleum products.  Due to the increases in
refined product prices, the reserve of approximately $7.1 million
recorded as of December 31, 1998 to reflect valuing inventory at
the lower of cost or market was reversed in the first quarter of
1999 which favorably impacted the Company's net operating loss for
the nine months ended September 30, 1999.

The aforementioned increase in consolidated sales and operating
revenues coupled with the increase in consolidated costs and
operating expenses resulted in an overall decrease in gross margin
of $14.2 million and $22.7 million for the three and nine months
ended September 30, 1999 compared to the same periods ended
September 30, 1998.  The Company's results of operations were
significantly affected by its use of the LIFO method to value
inventory, which in a period of rising prices, decreased the
Company's gross margin by $29.1 million and $50.6 million for the
three and nine months ended September 30, 1999, respectively,
whereas the Company's gross margin increased $3.1 million and
$18.9 million in its respective comparable periods in 1998 when
prices were falling.  Increases in the cost of the Company's crude
oil and purchased feedstocks reflect industry-wide increases in
prices of these products, which prevailed for most of the quarter.
 West Texas Intermediate (WTI) crude oil prices increased from a
low of $12.14 per barrel at the beginning of the year to $19.35
per barrel at the beginning of the third quarter, and to $24.46
per barrel by the end of the quarter.  These crude oil price
increases significantly impacted the LIFO inventory provision for
the year-to-date and third quarter ended September 30, 1999 as
previously discussed.

Selling expenses increased $1.6 million or 2.6% for the nine
months ended September 30, 1999 compared to the same period in
1998.  The increase is principally due to increases in labor and
maintenance costs at the Company's retail sites.  Additionally,
prior year selling expenses were positively impacted by
environmental refunds received.  No such refunds were received in
1999.  Selling expenses decreased $0.1 million or 0.7% for the
three months ended September 30, 1999 due to a slight reduction in
marketing promotional related expenses compared to the same period
in 1998.

Administrative expenses decreased $0.7 million or 12.7% and $0.5
million or 3.3%, respectively, for the three and nine months ended
September 30, 1999 compared to the same periods in 1998.  These
decreases are primarily due to decreases in labor costs at the
Company's administrative offices.

Depreciation and amortization in the third quarter of 1999
increased $0.9 million or 10.2% from the comparable 1998 period.
Similarly, depreciation and amortization expenses increased $2.1
million or 8.5% for the nine months ended September 30, 1999 from
the comparable 1998 period.  This increase is primarily
attributable to increases in the depreciable base of the Company's
computer systems as a result of the company-wide information
systems upgrade.

Earnings Before Interest, Taxes, Depreciation, Amortization,
Abandonments of Property, Plant and Equipment, and LIFO inventory
adjustments (EBITDAAL), which measures the Company's cash flow on
a FIFO inventory basis increased dramatically from a cash flow
deficit of $3.7 million for the nine months ended September 30,
1998 to a positive cash flow of $43.2 million for the nine months
ended September 30, 1999. The increase principally reflects the
Company's demonstrated performance of realizing available industry
margins.  The Company used this increase in EBITDAAL primarily to
fund increased working capital requirements attributable to the
rise in crude oil and refined product prices during 1999.

REFINING RESULTS OF OPERATIONS

Refining sales and operating revenues decreased from $651.9
million for the nine months ended September 30, 1998 to $533.5
million for the same period end 1999.  This decrease is due
primarily to the decrease in sales volumes resulting from the
Company's crude oil based processing agreement executed in the
fourth quarter of 1998 offset by an increase in average selling
price of refined products per barrel.  Refining sales and
operating revenues for the three months ended September 30, 1999
increased $29.8 million or 14.7% when compared to the same period
ended 1998.  This increase in sales is primarily due to the rapid
increase in refined product selling prices offset by the decrease
in volumes as previously discussed.  If the crude oil processed
under the Processing Agreement had been sold at the market price
of the refined products returned to Statoil, refining sales and
operating revenues for the three and nine months ended September
30, 1999 would have been approximately $68.5 million and $152.2
million higher than those currently reported for the respective
periods.

                             Page 13

<PAGE>

Refining gross margin before LIFO increased $48.2 million (61.4%)
from $78.5 million for the nine months ended September 30, 1998 to
$126.7 million for the same 1999 period.  For the three months
ended September 30, 1999, refining gross margin before LIFO was
$61.3 million, an increase of $21.2 million from the same 1998
period.  Refining gross margin percentage before LIFO increased to
26.3% and 23.7% for the three and nine months ended September 30,
1999, respectively, from 19.7% and 12.0% for the same periods
ended September 30, 1998.  These increases in refining margin are
primarily due to the increase in prices of refined products offset
by a reduction in volumes sold previously discussed.  The
Company's use of the LIFO method to value its inventories had a
significant impact on the refining gross margin during the three
and nine months ended 1999 as compared to the same periods in
1998.  The effect of LIFO, in a period of rising prices, decreased
the Company's refining gross margin by $29.3 million and $50.7
million for the three and nine months ended September 30, 1999,
respectively, whereas the Company's gross margin increased $3.1
million and $18.9 million in its respective comparable periods in
1998 when prices were falling.

Refinery gasoline production decreased to 85,600 bpd (57.6% of
total production, including products produced under the Processing
Agreement) for the third quarter of 1999 from 90,200 bpd (56.9%)
for the third quarter of 1998, while distillate production
decreased to 45,500 bpd (30.6%) for the third quarter of 1999 from
51,800 bpd (32.7%) for the same period in 1998.  Yields of
gasoline decreased to 79,400 bpd (56.7%) for the nine months ended
September 30, 1999 from 88,600 (56.0%) for the same period in
1998, while distillate production decreased to 42,000 (30.0%) from
50,300 (31.8%) for the same periods ended September 30, 1999 and
1998, respectively.  These decreases in refinery production
volumes and yields are due primarily to the planned reduction in
refinery production volumes as a result of poor industry-wide
refining margins during the period.  During this period of low
refining margins, the Company successfully optimized refining
gross margin at reduced run levels.  Year-to-date refinery
operations at Pasadena were impacted significantly by weather
related incidents in the second quarter.  High winds damaged the
main cooling tower, resulting in substantially reduced throughputs
in May and an electrical storm in June damaged the FCC unit,
resulting in a two week shut down.  The Tyler refinery operated at
optimum capacity during the quarter while achieving reductions in
operating costs.  As of November 10, 1999, both refineries are
operating at levels similar to the third quarter.

Refining operating expenses decreased $3.9 million or 3.9% for
nine months ended September 30, 1999 and $2.0 million or 6.0% for
the three months ended September 30, 1999 compared to the same
periods in 1998.  Refining operating expenses were favorably
impacted by cost reduction initiatives at the refineries resulting
in savings of approximately $1.2 million for the three months
ended and $6.0 million for nine months ended September 30, 1999
compared to the same periods ended September 30, 1998.  The
refinery operating cost savings for the nine months ended
September 30, 1999 were partially offset by an increase in legal
expenses, primarily relating to various matters associated with
the locked-out collective bargaining unit employees at the
Pasadena refinery, of approximately $4.5 million and by the costs
of weather related refinery downtime of approximately $4.0 million
for the nine months ended September 30, 1999.

EBITDAAL from refining operations, which measures the Company's
cash flow on a FIFO inventory basis increased from a cash flow
deficit of $4.0 million for the nine months ended September 30,
1998 to a positive cash flow of $47.6 million for the nine months
ended September 30, 1999.  EBITDAAL for the three months ended
September 30, 1999 was a positive $35.1 million compared to $12.3
million for the same period in 1998.

RETAIL RESULTS OF OPERATIONS

Retail sales and operating revenues increased slightly from $329.9
million for the nine months ended September 30, 1998 to $335.6
million for the same period ended September 30, 1999.  Retail
sales and operating revenues for the three months ended September
30, 1999 increased $17.0 million or 15.2% when compared to the
same 1998 period.  These increases are due primarily to the
increases in the retail prices of refined petroleum products,
tobacco-related products, beer and wine while offset by a decrease
in retail gasoline sales volumes due to increased competition and
aggressive pricing strategies.

Retail gasoline gross margin at the Company's retail locations
decreased from $.098 per gallon to $.084 per gallon, respectively,
for the nine months ended September 30, 1998 and 1999.  For the
quarter ended September 30, 1999, the gasoline gross margin
decreased significantly to $.068 from $.115 per gallon compared to
the same period of 1998.  These decreases in retail gasoline gross
margins are primarily the result of retail price increases lagging
behind the rapid run-up of wholesale gasoline prices during the
periods. Additionally, retail gasoline sales volumes declined 5.3%
for the three and nine months ended September 30, 1999 compared to
the same period in 1998.  The decreases in volume are principally
the result of a more aggressive pricing strategy coupled with
increased competition.  The Company has not been able to

                             Page 14

<PAGE>

attribute any specific decline in retail volumes to the
orchestrated corporate campaign sponsored by the union.  See the
last paragraph of the Liquidity and Capital Resources section for
further discussion.

Merchandise gross margin percentage increased from 30.5% for the
third quarter of 1998 to 33.5% for the third quarter of 1999.
Merchandise gross margin percentage also increased slightly from
30.5% for the nine months ended September 30, 1998 to 31.7% for
the same period of 1999.  On a same store basis, merchandise gross
margin increased approximately 17.1% for the three months ended
September 30, 1999 compared to the same 1998 period and resulted
in a $1.3 million increase in merchandise gross profit.  Aggregate
year to date merchandise gross profit on a same store basis
increased by 14.2% in 1999 compared to the same period in 1998.
The increases in merchandise gross margin are a result of
merchandise price increases as previously discussed and more
accurate pricing as a result of the implementation of the POS
price book module.

Retail operating expenses increased $3.5 million or 5.7% for nine
months ended September 30, 1999 and $0.2 million or 1.0% for the
three months ended September 30, 1999 compared to the same periods
in 1998.  The increase in retail operating expenses for the nine
months ended September 30, 1999 was primarily due to increases in
store salaries and wages and rental expenses offset by a decrease
in promotional expenses.  Additionally, retail operating expenses
were positively impacted by environmental refunds that were
received during the nine months ended 1998, and that were not
available to the Company in the same period ended September 30,
1999.

The aforementioned decreases in gross margin and increases in
operating expenses decreased EBITDAAL from retail operations from
$8.1 million and $16.4 million for the three and nine months ended
September 30, 1998 to $3.3 million and $10.5 million for the same
respective periods ended September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities (including net changes
in assets and liabilities) totaled $4.8 million for the nine
months ended September 30, 1999 compared to cash provided by
operating activities of $48.5 million for the nine months ended
September 30, 1998.  The net cash provided by operating activities
for the nine months ended September 30, 1999 includes increases
from changes in assets and liabilities of $21.9 million.  This
increase is due primarily to the impact of increases in the
purchase prices of crude oil and refined products on accounts
payable, partially offset by increases in accounts receivable, and
prepaid expenses, and the release of $12.0 million of cash from
restrictions.  Cash used in operations before changes in assets
and liabilities totaled $17.1 million for the nine months ended
September 30, 1999 due to operating losses and a reduction of
deferred tax liabilities.  The 1998 net cash provided by operating
activities consisted primarily of increases from changes in assets
and liabilities in federal excise and refinery operating tax
accruals.  A federally mandated moratorium that was in effect at
September 30, 1998 deferred the tax payments that ordinarily would
have been paid in the third quarter to the fourth quarter of 1998.
 Additionally, net cash provided by operating activities in 1998
was impacted by decreases in accounts receivable, due to declining
petroleum product prices, and in recoverable income taxes.  These
working capital decreases and the decreases in crude oil and
refined products payables were partially offset by increases in
the volume of crude oil and finished product inventories, as well
as increases in prepaid operating expenses.  Additionally, cash
provided by operations before changes in assets and liabilities
totaled $2.6 million for the nine months ended September 30, 1998.

Net cash outflows from investing activities totaled $23.1 million
for the nine months ended September 30, 1999 compared to a net
outflow of $31.8 million for the same 1998 period.  The 1999
amount consists principally of capital expenditures of $18.3
million ($8.3 million for refinery operations, $7.8 million
relating to the marketing area and $2.2 million for corporate and
other projects).  Additionally, there were refinery turnaround
expenditures of $5.8 million and $2.0 million in capitalized
software costs. These cash outflows were partially offset by
proceeds from the sale of property, plant and equipment of $2.7
million.  The 1998 outflows consisted primarily of capital
expenditures of $25.8 million ($15.6 million relating to the
marketing area, $8.5 million for refinery operations and $1.7
million for corporate and other projects).  Additionally, there
were $3.0 million in capitalized software costs, $2.5 million in
refinery deferred turnaround expenditures and $1.7 million in
other charges to deferred assets.  These cash outflows were
partially offset by proceeds from the sale of property, plant and
equipment of $0.8 million.

Net cash provided by financing activities was $13.9 million for
the nine months ended September 30, 1999 compared to cash provided
by financing activities of $4.0 million for the nine months ended
September 30, 1998.  The 1999 cash inflow consists principally of
$13.9 million in net proceeds received from credit agreement
borrowings from the Secured Credit

                             Page 15

<PAGE>

Facility.  The 1998 cash inflows consisted primarily of $3.4
million in net proceeds received from credit agreement borrowings.

The ratio of current assets to current liabilities at September
30, 1999 was 0.89:1 compared to 1.24:1 at September 30, 1998 and
1.12:1 at December 31, 1998.  If FIFO values had been used for
all inventories, assuming an incremental effective income tax
rate of 38.5%, the ratio of current assets to current liabilities
would have been 1.12:1 at September 30, 1999, 1.28:1 at September
30, 1998 and 1.14:1 at December 31, 1998.  The reduction in the
current ratio at September 30, 1999 compared to December 31, 1998
and September 30, 1998 is primarily due to an increase in the
LIFO provision of $50.6 million and $69.6 million, respectively
and the increase in short-term borrowings as noted below.  The
increase in the LIFO provision is primarily the result of crude
oil and petroleum product price increases at September 30, 1999
compared to prices at December 31, 1998 and September 30, 1998.
Further, the Company has increased the use of its Secured Credit
Facility to help meet its working capital requirements associated
with the increased inventory values and related accounts
receivable.  The Company's short-term borrowings increased from
$10.0 million at December 31, 1998 to $25.2 million at September
30, 1999.

On October 14, 1999, the Company received approximately $10
million cash from the sale of certain non-strategic operating
retail locations.  The sale of these locations will have a
favorable impact on the net results of operations in the fourth
quarter of 1999.

Like other petroleum refiners and marketers, the Company's
operations are subject to extensive and rapidly changing Federal
and state environmental regulations governing air emissions, waste
water discharges, and solid and hazardous waste management
activities.  The Company's policy is to accrue environmental and
clean-up related costs of a non-capital nature when it is both
probable that a liability has been incurred and that the amount
can be reasonably estimated.  The Company believes, but provides
no assurance, that cash provided from its operating activities,
together with other available sources of liquidity will be
sufficient to fund future environmental related expenditures.  The
Company had recorded a liability of approximately $7.1 million as
of September 30, 1999 to cover the estimated costs of compliance
with environmental regulations that are not anticipated to be of a
capital nature.  The liability of $7.1 million includes accruals
for issues extending past 1999.

Environmental liabilities are subject to considerable
uncertainties that 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 that would
be expected to have a material adverse effect on the Company.

During 1999, the Company estimates environmental expenditures at
the Pasadena and Tyler refineries of at least $5.3 million and
$1.5 million, respectively.  Of these expenditures, it is
anticipated that $4.3 million for Pasadena and $1.0 million for
Tyler will be of a capital nature, while $1.0 million and $0.5
million, respectively, will be related to previously accrued non-
capital remediation efforts.  At the Company's marketing
facilities, environmental expenditures relating to previously
accrued non-capital compliance efforts are planned totaling
approximately $1.6 million during 1999.

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

The Secured Credit Facility, provides for up to $125 million of
credit availability for cash borrowing and letter of credit needs.
The Secured Credit Facility, which has a three-year term beginning
December 10, 1998 and is secured by certain current assets of the
Company, is intended for general corporate and working capital
requirements.  It includes limitations on additional indebtedness
and payments of cash dividends, and requires compliance with
certain financial covenants including minimum levels of working
capital and net worth.  Up to $75 million of the Secured Credit
Facility is subject to the availability of eligible collateral
while the remaining $50 million, which is not subject to such
limitations, is provided through a related party of the Company.
See the Company's Proxy Statement for Annual Meeting of
Stockholders dated March 26, 1999.  At September 30, 1999,
eligible collateral significantly exceeded the

                             Page 16

<PAGE>

minimum threshold of $75 million required to have maximum
utilization of the Secured Credit Facility.  Borrowings under the
Secured Credit Facility bear interest based at the prime rate or
LIBOR-based rates.  In addition, the Company pays commitment fees
on the unused portion of the Secured Credit Facility.

As of September 30, 1999, the Company had cash borrowings of $25.2
million bearing an annual interest rate of 9.0% and an outstanding
letter of credit for $18.9 million.  The unused commitments at
September 30, 1999 were $80.9 million. As of November 10, 1999,
there were no cash borrowings outstanding and no changes in the
amount of outstanding letters of credit from September 30, 1999.
The Company's unused commitments at November 10, 1999 were $106.1
million.

The 10 7/8% Senior Notes due 2005 (Notes) were issued under an
Indenture which includes certain restrictions and limitations,
including the payment of dividends, repurchase of capital stock
and the incurrence of additional debt outside of the Secured
Credit Facility.

The purchase money liens outstanding as of September 30, 1999 have
financed land, buildings and equipment at certain service station
and convenience store locations.  These borrowings are generally
repayable over 60 to 72 months and bear a fixed rate of interest.
 The purchase money liens are secured by assets having a cost
basis of approximately $7.0 million.  The final principal payment
is payable in May 2004.

The Company's management is involved in a continual process of
evaluating growth opportunities in its core business as well as
its capital resource alternatives.  The Company's estimate of
planned total capital expenditures and deferred turnaround costs
in 1999 has decreased from $42 million to a projected estimate of
approximately $35 million.  The revised estimate includes amounts
necessary for enhancements at the Company's refineries and retail
units, and for environmental requirements.  The Company believes,
but there can be no assurance, that cash provided from its
operating activities, together with other available sources of
liquidity, including the Secured Credit Facility, or a successor
agreement, will be sufficient over the next several quarters to
make required payments of principal and interest on its debt,
permit anticipated capital expenditures and fund the Company's
working capital requirements.  The Secured Credit Facility expires
on December 10, 2001 but may be extended for additional one-year
periods upon agreement between the Company and the Agent.

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 temporary cash
investments.

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

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

The Company maintains business interruption insurance to protect
itself against losses resulting from shutdowns to refinery
operations from fire, explosions and certain other insured
casualties.  Business interruption coverage begins for such losses
in excess of $2 million.

The Company has disclosed in Item 3. Legal Proceedings of the
Annual Report on Form 10-K for the fiscal year ended December 31,
1998, various contingencies which involve litigation and
environmental liabilities.  Depending on the occurrence, amount
and timing of an unfavorable resolution of these contingencies,
the outcome of which cannot reasonably be determined at this time,
it is possible that the Company's future results of operations and
cash flows could be materially affected in a particular quarter or
year.  However, the Company has concluded, after consultation with
counsel, that there is no reasonable basis to believe that the
ultimate resolution of any of these contingencies will have a
material adverse effect on the Company.  Additionally, as
discussed in Item 3. Legal Proceedings of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, the
Company's collective bargaining agreement at its Pasadena refinery
expired on February 1, 1996, and on February 5, 1996, the Company
invoked a lock-out of

                             Page 17

<PAGE>

employees in the collective bargaining unit. Since that time, the
union to which the collective bargaining unit belongs has waged an
orchestrated corporate campaign including sponsoring a boycott of
the Company's retail facilities and supporting various lawsuits
against the Company.  (Also, see Item 3. Legal Proceedings as
previously discussed in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998.)  The Company has
been operating the Pasadena refinery since the lock-out and
intends to continue to do so during the negotiation period with
the collective bargaining unit.  Although the impact of the
corporate campaign on the Company is difficult to measure,
management does not believe that the corporate campaign has had a
material adverse impact on the Company's operations.  However, it
is possible that the corporate campaign could have a material
adverse impact on the Company's future results of operations.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

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

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

                             Page 18

<PAGE>

The following table estimates the impact on future earnings before
taxes of the Company's outstanding derivative commodity
instruments held at September 30, 1999 based on crude oil and
refined products market prices at September 30, 1999 (market
prices) and the sensitivity of those instruments to a 10% increase
or decrease in market prices:


<TABLE>
<CAPTION>

                                              ANTICIPATED GAIN (LOSS)
                                        10% Increase in  10% Decrease in
                               At Market Prices  Market Prices  Market Prices
                               ----------------  -------------  -------------
                                                (in thousands)
<S>                                <C>               <C>          <C>
Commodity futures                  $ (2,425)         $(3,667)     $   233
Commodity forwards                    2,957            7,356       (1,258)
                                   --------          -------      -------
  Total                            $    532          $ 3,689      $(1,025)
                                   ========          =======      =======
</TABLE>

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

As previously disclosed in Item 14, Exhibit 13(a) of the Company's
Form 10-K for the fiscal year ended December 31, 1998, the Company
has engaged Credit Suisse First Boston (CSFB) to act as financial
advisor.  CSFB will provide the Company with financial advice and
assistance in evaluating strategic alternatives to maximize the
Company's assets in both the refining and retail businesses.  The
primary objective is to assure that Crown pursues those
opportunities which best enhance shareholder value.  CSFB is
actively engaged in the project and meets regularly with the
Company's Board of Directors.  The Company also confirmed that its
Board of Directors received a letter from Apex Oil Company, Inc.,
on November 10, 1999, which suggested a framework for a merger of
the two companies.  The Board will consider the letter in the
normal course of its review of strategic alternatives.

IMPACT OF YEAR 2000

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

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

The Company began a long-term project that encompassed an in-depth
evaluation of all current business processes and the redesign of
any of these processes where significant opportunity for
improvement was identified. One of the results of this project was
the decision to purchase and implement an enterprise-wide state-
of-the-art fully integrated software package (SAP R/3 trademark)
which was selected in connection with re-designing business
practices to further enhance operating and record keeping
efficiencies.  This software is year 2000 compliant.  Due to the
enterprise-wide scale of the project, many of the Company's year
2000 issues relating to IT systems should be resolved as an added
benefit of this software implementation.  The conversion process
to the new software has been underway for several years.  As of
October 1, 1999, all business process applications intended for
migration to SAP have been converted. The following paragraphs
address those computer systems that are not encompassed within the
SAP R/3 trademark system.

The evaluation of the Company's state of readiness relating to its
year 2000 issues is a continual process emphasizing a constant
awareness of computer systems and business relationships that may
be sensitive to year 2000 issues.  Management has categorized the
activities necessary to solve the year 2000 issues into the
identification and assessment phase, the remediation phase, and
the testing and contingency planning phase. The identification and
assessment phase includes conducting a comprehensive inventory and
evaluation of all of the Company's IT systems and non-IT
electronic equipment (collectively referred to as computer
programs) to identify those computer programs that contain date
sensitive features.  Those computer programs that contain such
features are then further evaluated and categorized

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as either mission critical or non-mission critical based upon
their relative importance to the uninterrupted continuation of the
Company's daily operations.  Mission critical computer programs
gain top priority when allocating the available resources to solve
year 2000 issues.

As of January 31, 1999, with the exception of the non-IT
electronic equipment at the Company's two refineries, the Company
had completed the identification and assessment of all of its IT
systems and non-IT electronic equipment, both mission critical and
non-mission critical.  A consulting group was engaged to assist
with the identification and assessment of the non-IT electronic
equipment at the Pasadena refinery and similar efforts were
undertaken by Company employees at the Tyler refinery. As of
September 30, 1999, all of the assessment work at the Tyler
refinery had been completed, while assessment work at the Pasadena
refinery had been completed earlier in 1999. The assessment phase
also includes the identification of and communication with
hardware and software vendors with whom the Company transacts
business, third parties with whom the Company exchanges
information electronically, major or sole source suppliers,
government agencies, and major customers.  The focus of these
communications is to determine the state of readiness of each of
these third parties with respect to their own year 2000 issues and
how their progress may impact the Company.  The majority of
responses received to third party inquiries indicate that they are
working on or have completed their year 2000 initiatives, but the
responses do not provide specific details.  Follow-up action
related to material third party inquiries and responses has been
ongoing and we continue to monitor material third parties'
progress in their own year 2000 readiness projects.  The Company
has no means of ensuring that third parties with whom it deals
will be year 2000 compliant or that the information obtained from
such third parties regarding year 2000 compliance will prove to be
accurate.

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

The total cost associated with required modifications and
replacement of the Company's systems in response to the year 2000
issue is not expected to materially affect the Company's financial
condition or results of operations. The estimated total cost of
the year 2000 effort is approximately $1.5 million. This estimate
does not include costs to replace or upgrade systems that were
previously planned and not accelerated due to the year 2000 issue.
The total amount expended through September 1999 was approximately
$1.2 million. The future cost is estimated to be approximately $.3
million. The Company's year 2000 efforts are funded primarily from
existing IT and business unit budgets.

The testing and contingency planning phase includes testing the
computer programs worked on in the remediation phase for accuracy
as well as concurrently developing contingency plans that may be
put into effect in the event that significant deficiencies are
identified.  Contingency planning also encompasses developing
alternative sources of supply in the event of failure by material
third parties to remedy their own year 2000 issues.  Testing of
computer programs is expected to be completed as remediation or
replacement of individual programs is completed.  Due to the
number of computer programs utilized by the Company and the need
to begin remediation, replacement, and testing of mission critical
programs in a timely manner, any or all of the phases identified
may be performed concurrently.  Testing of implemented
technologies has been a continual process with the expectation
that all of the Company's mission critical systems will have been
tested by November 30, 1999. Contingency plan development for
mission critical systems are expected to be finalized coincident
with testing completion.

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

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<PAGE>

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

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The Company's market risk disclosures relating to outstanding
derivative commodity instruments are discussed in Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) on page 19 of this report.  The
Company's market risk disclosures relating to outstanding cash
borrowings under the Secured Credit Facility are also discussed in
MD&A on page 19 of this report.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

The shareholders derivative lawsuit, KNOX, ET AL. V. ROSENBERG, ET
AL., was dismissed by a Federal judge in Texas during the third
quarter ended September 30, 1999, but plaintiffs were granted
leave to replead and have until November 29, 1999, to file an
amended compliant.  As previously reported in the Quarterly Report
on Form 10-Q for the quarter-ended June 30, 1999, motions for
Partial Summary Judgement have now been filed with respect to all
of the individual claims of the eight named plaintiffs in the
BURRELL case.  There have been no other material changes in the
status of legal proceedings as reported in Item 3 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

   (a)   Exhibits:

         10 - Second Amendment Congress Loan and Security
              Agreement

         20 - Interim Report to Stockholders for the three and
              nine months ended September 30, 1999

         27 (a) - Financial Data Schedule for the nine months
                  ended September 30, 1999

         27 (b) - Financial Data Schedule for the nine months
                  ended September 30, 1998 - revised

                             Page 21

<PAGE>

   (b)   Reports on Form 8-K:

         There were no reports on Form 8-K filed with the
         Securities and Exchange Commission during the three
         months ended September 30, 1999.

                               SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report on Form 10-Q
for the quarter ended September 30, 1999 to be signed on its
behalf by the undersigned thereunto duly authorized.

                               CROWN CENTRAL PETROLEUM CORPORATION




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

Date:  November 15, 1999

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