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

                SCHEDULE 14A INFORMATION
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       PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
           THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant                      [X]
Filed by a Party other than the Registrant   [_]

Check the appropriate box:

     [_]     Preliminary Proxy Statement
     [_]     Confidential, for Use of the Commission Only
               (as permitted by Rule 14a-6(e)(2))
     [_]     Definitive Proxy Statement
     [X]     Definitive Additional Materials
     [_]     Soliciting Material Pursuant to Rule 14a-12

                  CROWN CENTRAL PETROLEUM CORPORATION
                  -----------------------------------
          (Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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               applies:

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               transaction computed pursuant to Exchange Act Rule
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<PAGE>


                         [BNP PARIBAS LETTERHEAD]


July 12, 2000



Mr. Tony Novelly
Apex Oil Company, Inc.
8182 Maryland Avenue
St. Louis, MO   63105

Dear Tony,

We are pleased to inform you that subject to credit committee approval and
review of the final structure of the acquisition/merger of Crown Central
Petroleum Corporation (Crown) with Apex Oil Company, Inc. (Apex), BNP Paribas
will issue an irrevocable letter of credit on behalf of Apex.  The amount of
the letter of credit will be US$112.50 million, based on approximately 9
million shares of Crown common stock which will benefit from the letter of
credit at a price of $12.50 per share.  The beneficiaries of this letter of
credit will be the shareholders of record of Crown common stock (excluding
any shares of Crown stock owned by Apex or related parties) as of the date
the acquisition/merger of Crown and Apex is completed.  This letter of credit
will have a maturity date of exactly one year after the acquisition/merger of
Crown and Apex is completed.

This letter of credit will guarantee payment at maturity date to eligible
shareholders, the difference between $12.50 and the highest average price of
Crown common stock over any twenty (20) consecutive day trading period during
the term of this letter of credit.  However, if Crown's common stock price
exceeds $12.50 or more for twenty (20) consecutive trading days at any time
during the duration of this letter of credit, this letter of credit will
terminate with no payment being made to any of the Crown shareholders under the
terms and conditions of this credit.

Sincerely,



/s/ - - Marcie Weiss
Marcie Weiss
Director

<PAGE>


            [FOOTHILL CAPITAL CORPORATION LETTERHEAD]


July 12, 2000



Apex Oil Company, Inc.
8182 Maryland Ave.
St. Louis, MO 63105-3721
Attn.:  Mr. John Hank, Chief Financial Officer

Re: Loan Proposal

Dear John:

In accordance with our recent discussions, Foothill Capital Corporation
("Lender") is pleased to issue this proposal (the "Proposal") to arrange and
agent a financing (the "Credit Facility") to a to-be-formed subsidiary
("Borrower") of Apex Oil Company ("Apex) which would be formed by virtue of
the purchase of substantially all of the common stock of Crown Central
Corporation ("Crown") by Apex, or by virtue of the merger between Crown and
Apex.  Subject to the satisfactory completion of each of the conditions set
forth herein, the Credit Facility shall be structured as follows:

1.   LOAN STRUCTURE:

     a.   MAXIMUM CREDIT LINE: $250,000,000

     b.   REVOLVING LOAN:  Lender shall provide revolving
          advances in an aggregate amount up to the lesser
          of (i) amount equal to the sum of (A) eighty-five
          percent (85%) of eligible accounts receivable of
          Borrower, net of customary reserves and taxes;
          PLUS (B) eighty percent (80%) of eligible crude
          oil, gasoline and refined products inventory of
          Borrower, net of customary reserves and taxes;
          PLUS (C) sixty percent (60%) of eligible
          convenient store inventory of Borrower, net of
          customary reserves and taxes; less (D) the amount
          of any open L/Cs; and (ii) $125,000,000 ("Maximum
          Revolving Credit Line") LESS any amounts
          outstanding under the Letter of Credit Subline.

     c.   BRIDGE LOAN:  Lender would provide a Bridge Loan
          equal to the lesser of (i) $125,000,000, or
          (ii) an amount to be determined based upon the
          orderly liquidation value and business value of
          the Borrower's gas station network, terminals and
          refinery, as determined by a third party
          appraiser.  Principal payments of the Bridge Loan
          would be determined at a later date.

<PAGE>

     d.   LETTER OF CREDIT SUBLINE:

          AMOUNT:  Lender would provide of Letters of Credit
          ("L/Cs") on behalf of Borrower in an amount to be
          determined (based upon Borrower's anticipated
          requirements).

          RESERVES AGAINST AVAILABILITY:  L/Cs and/or
          guarantees would be reserved on a one hundred
          percent (100%) basis against loan availability.

          L/C FEE:  A fee of two percent (2.00%) per annum
          (exclusive of all bank issuance costs, fees, and
          charges) of the average outstanding L/Cs would be
          charged monthly, in arrears.  Grid pricing would
          apply and would be determined during the due
          diligence process.

2.   PURPOSE:

     Proceeds of the Credit Facility would be used in
     conjunction with the acquisition or merger of Crown by
     Apex (i)  to refinance Crown's secured indebtedness,
     owed to Congress Financial Corporation; (ii) to
     refinance the Borrower's $125,000,000 of outstanding
     bonds; and (iii) for general corporate purposes
     including the financing of working capital, capital
     expenditures and corporate expenses.

3.   INTEREST RATE:

     The rate of interest charged on the Revolving Loan
     shall be, at Borrower's option, three percent (3.00%)
     per annum above the Eurodollar rate or one half of one
     percent (0.50%) per annum above the Reference Rate.
     Grid pricing would apply and would be determined during
     the due diligence process.

     The Reference Rate is publicly announced as being charged from time
     to time by Wells Fargo Bank N.A. ("Wells Fargo") as its "Prime
     Rate".  The Eurodollar rate will be calculated based on the average
     of rates of interest per annum at which Wells Fargo is offered
     deposits of U.S. dollars in the London interbank market ("LIBOR")
     adjusted by the reserve percentage prescribed by governmental
     authorities as determined by Lenders.  Interest shall be calculated
     on the basis of a three hundred sixty (360) day year and actual
     days elapsed, and shall be payable monthly in arrears.  All
     collections and other proceeds from the collateral shall be
     directed to a lock box and shall be subject to a one business day
     clearance charge for accrued interest calculations only.

     Upon the occurrence of an event of default, the rate of interest on
     the Revolving Loan and the L/C Fee shall equal a rate equal to two
     percent (2.00%) above the rate otherwise applicable thereto.

<PAGE>

     The rate of interest and fees charged on the Bridge Loan shall be
     determined at a later date and is subject to syndication.

4.   FACILITY/MAINTENANCE FEES:

     a.   FACILITY FEE:  For providing the facility set
          forth herein, a one-time fee of one and one-half
          percent (1.5%) of the Revolving Credit Line shall
          be earned and payable in full at the closing.  In
          addition, a one-time fee in an amount to-be-
          determined, based on the Bridge Loan, shall be
          earned and payable in full at the closing.

     b.   LOAN SERVICING FEE:  A fee of $12,000 would be
          payable monthly in arrears plus, within six months
          of loan closing.  Borrower would be required to
          pay a one-time set-up fee of $3,000 (plus out-of-
          pocket expenses)to facilitate the establishment of
          electronic collateral reporting, satisfactory to
          Lender.  In the event Borrower is unable to
          establish satisfactory electronic reporting, the
          fee would be increased to $15,000 per month.

     c.   UNUSED LINE FEE:  A fee of three-eighths of one
          percent (0.375%) per annum payable monthly shall
          be charged on the difference between the average
          daily usage under the Credit Facility and the
          Maximum Revolving Credit Line.

     d.   SYNDICATION FEE:  A fee of one-quarter of one
          percent (0.25%) of the Maximum Credit Line would
          be earned and payable at the time of the initial
          funding.

5.   LOAN MATURITY AND PREPAYMENT:

     The Revolving Loan would mature in four (4) years
     ("Revolving Loan Maturity").  Termination of the
     Revolving Loan, prior to Revolving Loan Maturity, would
     result in a prepayment fee equal to three percent (3%),
     one and one-half percent (1.5%), one percent (1%) and
     one-half of one percent (0.5%) of the Maximum Revolving
     Credit Line if terminated during years one, two, three
     and four, respectively.  No prepayment fees shall apply
     if the Revolving Loan is refinanced with Wells Fargo
     Bank.  The Bridge Loan would mature fourteen (14)
     months after the closing of the Credit Facility
     ("Bridge Loan Maturity").  Termination of the Bridge
     Loan, prior to Bridge Loan Maturity, would not result
     in a prepayment fee.

<PAGE>

6.   LOAN COVENANTS:

     Borrower would be subject to minimum tangible net worth
     and minimum EBITDA covenants.  The covenants would be
     based on a discount of Borrower's projected operating
     performance.

7.   COLLATERAL:

     As collateral for all its loans and advances Lender
     would have a first position security interest in ALL of
     Borrower's assets both tangible and intangible,
     including, but not limited to, accounts receivable,
     inventory, general intangibles (including trademarks
     and tradenames), chattel paper, machinery and
     equipment, and real estate, including the gas station
     network, terminals and refinery.

8.   CONDITIONS PRECEDENT:

     The following are some, but obviously not all, of the conditions
     precedent to Lender's obligation to extend credit and advance funds
     to Borrower:

     a.   Borrower shall be a corporation in good standing in the
          state of its incorporation and qualified to do business
          in other states where it has collateral.

     b.   Completion of a field survey by Lender's examiners,
          which results are to be acceptable to Lender.

     c.   Lender's senior credit committee's final review and
          approval.

     d.   Officers of Borrower shall have executed and delivered
          such documents, instruments, security agreements,
          insurance, financing statements, guarantees,
          verifications, non-offset letters, tax lien and
          litigation searches, good standing certificates, copies
          of building leases, landlord's waivers, trust deeds or
          mortgages, tri-party agreements, subordination
          agreements, opinions of counsel and done such other
          acts as Lender may request in order to obtain Lender's
          legal approval to effect the completion of the
          financing arrangements herein contemplated.  All of the
          foregoing must be in a form satisfactory to Lender and
          Lender's counsel, all loans and advances shall be made
          pursuant to, and subject to, the terms of financing
          documents executed at the closing.

     e.   Lender's receipt of reference checks regarding
          Borrower's principals, the results of which are
          satisfactory to Lender.

<PAGE>

     f.   Lender shall have received appraisals for inventory,
          gas stations, terminals and real estate, and Phase I
          appraisals for all real estate, the results of which
          are to be acceptable to Lender.  In addition, Lender
          shall have received a business valuation of Borrower's
          gas station network.

     g.   Lender shall have recorded financing statements and
          received UCC searches of record.

     h.   No material adverse change in the assets, business,
          operations, profits or prospects of Borrower shall have
          occurred since the date of the Proposal.

     i.   Borrower shall, at loan closing, have a level of unused
          loan availability under the facility herein proposed
          reasonably satisfactory to Lender, after reserving for
          an amount necessary for Borrower to meet its
          anticipated cash requirements.

     j.   Apex and/or its principals shall have purchased all
          outstanding stock of Crown Central Corporation or
          successfully merged with Crown Central Corporation on
          terms reasonably acceptable to Lender.

     k.   Lender shall receive a limited guarantee from Apex Oil
          Company.

     l.   Lender shall have successfully syndicated this Credit
          Facility prior to the funding and reserves the right to
          amend terms and conditions herein, if necessary to
          successfully syndicated this Credit Facility.

     m.   At closing, Borrower shall have received an equity
          investment from Apex or its shareholders in an amount
          to be determined.


9.   COMPLETE AGREEMENT; NO ORAL MODIFICATIONS:

     The Proposal embodies the entire agreement between the
     parties hereto with respect to the subject matter
     hereof and supersedes all prior proposals,
     negotiations, or agreements whether written or oral,
     relating to the subject matter hereof including any
     letter of intent.  This letter may not be modified,
     amended, supplemented, or otherwise changed, except by
     a document in writing signed by the parties hereto.

<PAGE>

10.  CLOSING DATE:

     If the transaction contemplated by the Proposal is not
     consummated on or before the sixtieth (60th) day from
     the execution thereof, then the terms and conditions
     set forth herein shall thereafter expire, without
     further notice or act of any kind by Lender or any
     other party.

11.  PERIODIC LOAN MAINTENANCE CHARGES:

     Borrower shall be periodically charged for due
     diligence and loan maintenance costs consisting of
     financial analysis ($750 per man day plus out-of-pocket
     expenses) and appraisal (actual third-party fees plus
     out-of-pocket expenses).

12.  LOAN ORIGINATION COSTS:

     Loan origination costs including, but not limited to,
     financial analysis fees ($750 per man day plus out-of-
     pocket expenses), attorneys' fees, search fees,
     appraisals, documentation and filing fees, shall be
     paid by Borrower.  Such expenses shall be paid to
     Lender on demand, together with such advance funds on
     account of such expenses as Lender may from time to
     time request.

13.  DUE DILIGENCE FEE:

     In connection with your request for financing, you
     understand that it will be necessary for us to make
     certain financial, legal and collateral investigations
     and determinations.  In order for us to commence with
     this process, we will require a due diligence fee in
     the amount of $200,000 (the "Due Diligence Fee").  Any
     unused portion of the Due Diligence Fee shall be fully
     credited to the Facility Fee upon closing.

<PAGE>

14.  INDEMNIFICATION:

     Borrower shall pay, indemnify, defend, and hold Lender,
     and each of its officers, directors, employees,
     counsel, agents, and attorneys-in-fact (each, an
     "Indemnified Person") harmless (to the fullest extent
     permitted by law) from and against any and all claims,
     demands, suits, actions, investigations, proceedings,
     and damages, and all reasonable attorneys fees and
     disbursements and other reasonable costs and expenses
     incurred in connection therewith (as and when they are
     incurred and irrespective of whether suit is brought),
     at any time asserted against, imposed upon, or incurred
     by any of them in connection with or as a result of or
     related to the execution, delivery, enforcement, or
     performance, of this proposal letter or the
     transactions contemplated herein, and with respect to
     any investigation, litigation, or proceeding related to
     this commitment letter, (irrespective of whether any
     Indemnified Person is a party thereto), or any act,
     omission, event or circumstance in any manner related
     thereto, unless and to the extent such claims, demands,
     suits, actions, investigations, proceedings, damages,
     fees, disbursements, costs or expenses are incurred as
     a result of the gross negligence, intentional fraud or
     willful misconduct of an Indemnified Person.  This
     provision shall survive the termination of this letter.

15.  CONFIDENTIALITY:

     The contents of this Proposal are confidential.
     Borrower agrees that they will not show, circulate, or
     otherwise disclose this letter or its contents to any
     other person (other than its officers, employees,
     attorneys, agents and advisors, on a confidential
     basis, as necessary, in connection with their
     evaluation of the terms and conditions set forth
     herein, who shall agree to maintain its confidentiality
     "Exempt Persons"), except as required by law or as
     necessary to facilitate the acquisition or merger of
     Crown.  If this Proposal is not accepted by the
     Borrower, Borrower agrees that it immediately will
     return to Lender the original copies of the Proposal,
     and any summaries thereof which Borrower or its
     advisors may have created.  In the event that this
     Proposal is not accepted by the Borrower and the terms
     contained herein are disclosed to any person other than
     Exempt Persons, and the transactions contemplated in
     this letter are consummated by Borrower by virtue of a
     financing provided by another financial institution,
     the Due Diligence Fee would become immediately due and
     payable upon the closing of such merger or acquisition
     of Crown.  If the Proposal is accepted by the Borrower,
     you may thereafter disclose the information contained
     in the Proposal to the extent necessary to facilitate
     the transactions contemplated herein.

<PAGE>

If you wish to proceed on the basis outlined above, please execute this letter
in the space provided below and return it to the undersigned no later than 5:00
p.m., Central Daylight Time, on or before July 31, 2000, which acceptance must
be accompanied by the payment of the Due Diligence Fee, payable by wire
transfer to Foothill Capital Corporation c/o the Chase Manhattan Bank,
New York, NY (ABA 021000021; Account Number: 323-266193 Re: Apex Oil Due
Diligence Fee).  If you fail to do so by such date and time, this letter
shall expire automatically.  This letter is being provided to Borrower on a
confidential basis and is not for the benefit of, nor should it be relied
upon by, any third party.

Sincerely,

FOOTHILL CAPITAL CORPORATION



/s/  Frank Rant
Frank Rant
Senior Vice President


Acknowledged and accepted this --- day of July, 2000

APEX OIL CORPORATION

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