EXHIBIT 10(r)

              CROWN CENTRAL PETROLEUM CORPORATION

                1999 LONG-TERM INCENTIVE PLAN



SECTION 1:  ESTABLISHMENT AND PURPOSE

The purpose of the Crown Central Petroleum Corporation 1999 Long-Term
Incentive Plan (the "Plan") is to benefit the Corporation and its
Subsidiaries.  The Plan is also intended to (i) attract and retain
persons eligible to participate in the Plan; (ii) encouraging high levels
of performance by individuals who are key to the success of the
Corporation and its Subsidiaries, by means of appropriate incentives;
(iii) provide incentive compensation opportunities that are competitive
with those of other similar companies; and (iv) further identify
Participants' interests with those of the Company through compensation
that is based on the Company's financial performance; and thereby promote
the long-term financial interest of the Company and its shareholders.

SECTION 2:  DEFINITIONS

The following terms, as used herein, shall have the meaning specified:

A.     APPRECIATION UNIT.  An Award that is based on the future
appreciation in the Fair Market Value of the Company's Common Stock
during a specified time.

B.     AWARD.  Any award or benefit granted under the Plan, including,
without limitation, Appreciation Units.

C.     AWARD AGREEMENT.  An agreement described in Section 5 hereof
entered into between the Corporation and a Participant, setting forth the
terms and conditions applicable to the Award granted to the Participant.

D.     BOARD OF DIRECTORS.  The Board of Directors of the Corporation as
it may be comprised from time to time.

E.     CAUSE.  An act that constitutes cause for termination of
employment under the Corporation or Subsidiary's normal personnel
practices.

F.     CODE.  The Internal Revenue Code of 1986, as amended, and any
successor statute, and the regulations promulgated thereunder, as it or
they may be amended from time to time.

G.     COMMITTEE.  The Committee as defined in Section 8 hereof.

H.     CORPORATION.  Crown Central Petroleum Corporation, and any
successor corporation.

I.     EMPLOYEE.  Officers and other key Employees of the Corporation or
a Subsidiary, but excluding directors who are not also officers or
Employees of the Corporation.

J.     EXCHANGE ACT.  The Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time.

K.     FAIR MARKET VALUE.  The average of the highest and lowest sale
price of the Stock as reported on the American Stock Exchange on the
relevant date, or if no sale of the Stock is reported for such date, the
next preceding day for which there is a reported sale.

L.     PARTICIPANT.  Any Employee who has been granted an Award pursuant
to this Plan.

M.     PERFORMANCE PERIOD.  A specified period of time over which the
payment of an Award is contingent on the achievement of performance or
other objectives.

N.     STOCK.  Shares of Class B Common Stock of the Corporation, par
value $5 per share, or any security of the Corporation issued in
substitution, exchange or lieu thereof.

O.     SUBSIDIARY.  Any corporation in which the Corporation, directly or
indirectly, controls 50% or more of the total combined voting power of
all classes of such corporation's stock.

SECTION 3:  PARTICIPATION

Persons eligible for Awards shall consist of Employees who hold positions
of significant responsibility with the Corporation and/or a Subsidiary or
whose performance or potential contribution, in the judgment of the
Committee, will benefit the future success of the Corporation and/or a
Subsidiary.

SECTION 4:  AWARDS

a.     The Committee may grant Awards such as, but not limited to,
Appreciation Units, which are contingent on the achievement of
performance or other objectives during a specified time.

b.     Subject to the terms and conditions of the Plan, the Committee
shall determine and designate, from time to time, from among the eligible
Employees, those persons who will be granted one or more Awards under the
Plan.  In the discretion of the Committee, a Participant may be granted
more than one Award.

SECTION 5:  AWARD AGREEMENTS

a.     Each Award under the Plan shall be subject to such terms and
conditions, not inconsistent with the Plan, as the Committee shall, in
its sole discretion, prescribe.  The terms and conditions of any Award to
any Participant shall be reflected in such form of written document as is
determined by the Committee.

A copy of such document shall be provided to the Participant, and the
Committee may require that the Participant shall sign a copy of such
document.  Such document is referred to in the Plan as an
"Award Agreement."

B.     AWARD AGREEMENTS MAY INCLUDE THE FOLLOWING TERMS:

1.     NON-ASSIGNABILITY.  A provision that no Award shall be assignable
or transferable except by will or by laws of descent and distribution and
that, during the lifetime of a Participant, any Award shall be payable
only to the Participant or to his or her guardian or legal
representative.

2.     TERMINATION OF EMPLOYMENT.

a.     A provision describing the treatment of an Award in the event of
the retirement, disability, death or other termination of a Participant's
employment with the Corporation or a Subsidiary, including but not
limited to terms relating to the vesting, forfeiture or cancellation of
an Award in such circumstances.  Participants who terminate employment
due to retirement, permanent disability, or death prior to the
satisfaction of applicable conditions and restrictions associated with
their Award(s) may be entitled to a prorated Award(s) as and to the
extent determined by the Committee.

b.     A provision that for purposes of the Plan, (i) a transfer of an
Employee from the Corporation to a Subsidiary or affiliate of the
Corporation, whether or not incorporated, or vice versa, or from one
Subsidiary or affiliate of the Corporation to another, and (ii) a leave
of absence, duly authorized in writing by the Corporation, shall not be
deemed a termination of employment.

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c.     A provision describing the effect of an event of Cause on an
Award.


3.     WITHHOLDING.  A provision requiring the withholding of applicable
taxes required by law from all amounts paid in satisfaction of an Award.

4.     EXECUTION.  A provision stating that no Award is enforceable until
the Award Agreement or a receipt has been signed by the Participant and
the Corporation or a Subsidiary.  By executing the Award Agreement or
receipt, a Participant shall be deemed to have accepted and consented to
any action taken under the Plan by the Committee, the Board of Directors
or their delegates.

5.     REPLACEMENT AND SUBSTITUTION.  Any provisions (i) permitting the
surrender of outstanding Awards held by the Participant in order to
exercise or realize rights under other Awards, or in exchange for the
grant of new Awards under similar or different terms or (ii) requiring
holders of Awards to surrender outstanding Awards as a condition
precedent to the grant of new Awards under the Plan.

6.     OTHER TERMS.  Such other terms as the Committee may determine are
necessary and appropriate to effect an Award to the Participant,
including, but not limited to, the term of the Award, vesting provisions,
any requirements for continued employment with the Corporation or a
Subsidiary, any other restrictions or conditions (including performance
goals) on the Award and the method by which or conditions lapse, the
effect on the Award of a change in control of the Corporation, the amount
or value of Awards, and the terms, if any, pursuant to which a
Participant may elect to defer the receipt of compensation under an
Award.

SECTION 6:  AMENDMENT AND TERMINATION

The Board of Directors may at any time amend, suspend or discontinue the
Plan, in whole or in part.  The Committee may at any time alter or amend
any or all Award Agreements under the Plan to the extent permitted by
law, but no such alteration or amendment shall impair the rights of any
holder of an Award without the holder's written consent.

SECTION 7:  PAYMENT OF AWARDS

All Award settlements are made as lump sum cash payments, such payments
to be delivered as soon as practicable after the end of the Performance
Period.  Any Award settlement, including payment deferrals, may be
subject to such conditions, restrictions and contingencies, as the
Committee shall determine.  The Committee may permit or require the
deferral of any Award payment, subject to such rules and procedures as it
may establish, which may include provisions for the payment or crediting
of interest.

SECTION 8:  ADMINISTRATION

a.     The Plan and all Awards granted pursuant thereto shall be
administered by a Committee of the Board of Directors.  The members of
the Committee shall be designated by the Board of Directors.  Unless the
Board provides otherwise, the Committee shall be the Executive
Compensation and Bonus Committee of the Board of Directors.  A majority
of the members of the Committee shall constitute a quorum.  The vote of a
majority of a quorum shall constitute action by the Committee.

b.     The Committee shall have the power to interpret and administer the
Plan.  All questions of interpretation with respect to the Plan, or
rights granted and the terms of any Award Agreements, including the
timing, pricing, and amounts of Awards, shall be determined by the
Committee, and its determination shall be final and conclusive upon all
parties in interest.  The Committee's determinations under the Plan need
not be uniform and may be made by it selectively among Employees who
receive, or are eligible to receive, Awards under the Plan, whether or
not such persons are similarly situated.

c.     In the event of any conflict between an Award Agreement and this
Plan, the terms of this Plan shall govern.

d.     The Committee may delegate to the officers or Employees of the
Corporation and its Subsidiaries the authority to execute and deliver
such instruments and documents, to do all such acts and things, and to
take all such other steps deemed necessary, advisable or convenient for
the effective administration of the Plan in accordance with its terms and
purpose, except that the Committee may not delegate any discretionary
authority with respect to substantive decisions or functions regarding
the Plan or Awards including, but not limited to, decisions regarding the
timing, eligibility, pricing, amount or other material terms of such
Awards.  Any such delegation may be revoked by the Committee at any time.

e.     The Company and Subsidiaries shall furnish the Committee with such
data and information as it determines may be required for it to discharge
its duties.  The records of the Company and Subsidiaries as to an
employee's or Participant's employment, termination of employment, leave
of absence, reemployment and compensation shall be conclusive on all
persons unless determined to be incorrect.  Participants and other
persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information, as the Committee considers desirable
to carry out the terms of the Plan.

SECTION 9:  ADJUSTMENT PROVISIONS

a.     In the event of any change in the outstanding shares of Stock by
reason of a stock dividend or split, recapitalization, merger or
consolidation (whether or not the Corporation is a surviving
corporation), reorganization, combination or exchange of shares or other
similar corporate changes or an extraordinary dividend payback in cash or
property, the Committee may adjust Awards to preserve the benefits or
potential benefits of the Awards.

b.     The Committee shall make any further adjustments as it deems
necessary to ensure equitable treatment of any holder of an Award as the
result of any other transaction affecting the Plan not described in (a),
or as is required or authorized under the terms of any applicable Award
Agreement.

c.     The existence of the Plan and the Awards granted hereunder shall
not affect or restrict in any way the right or power of the Board of
Directors or the shareholders of the Corporation to make or authorize any
adjustment, recapitalization, reorganization or other capital structure
of its business, any merger or consolidation of the Corporation, any
issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting the Stock or the rights thereof, the dissolution or
liquidation of the Corporation or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding.

SECTION 10:  CHANGE OF CONTROL

a.     In the event of a change of control of the Corporation, in
addition to any action required or authorized by the terms of an Award
Agreement, the Committee may, in its sole discretion unless otherwise
provided in an Award Agreement, take any of the following actions as a
result, or in anticipation, of any such event:

1.     accelerate time periods for purposes of vesting in, or realizing
gain from, any outstanding Award made pursuant to this Plan;

2.     make adjustments or modifications to outstanding Awards, as the
Committee deems appropriate to maintain and protect the rights and
interests of Participants following such change of control.

Any such action approved by the Committee shall be conclusive and binding
on the Corporation and all Participants.

b.     For purposes of this Section, a change of control shall mean the
following:


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1.     A tender offer or exchange offer is made whereby the effect of
such offer is to take over and control the affairs of the Corporation,
and such offer is consummated for the ownership of securities of the
Corporation representing twenty percent (20%) or more of the combined
voting power of the Corporation's then outstanding voting securities.

2.     The Corporation is merged or consolidated with another corporation
and, as a result of such merger or consolidation, less than seventy-five
percent (75%) of the combined voting power of the surviving or resulting
corporation shall then be owned in the aggregate by the former stock
holders of the Corporation.

3.     The Corporation transfers substantially all of its assets to
another corporation or entity that is not a wholly owned subsidiary of
the Corporation.

4.     Any person (as such term is used in Sections 3(a)(9) and 13(d)(3)
of the Exchange Act) other than a person included within the definition
of Rosenberg Shareholder in Section II.6, Stock Not Subject to the
Control Share Act, of the Corporation's Bylaws (or any group controlled
by or consisting of persons included within the definition of Rosenberg
Shareholder) is or becomes the beneficial owner, directly or indirectly,
of securities of the Corporation representing twenty percent (20%) or
more of the combined voting power of the Corporation's then outstanding
securities.

5.     As the result of a tender offer, merger, consolidation, sale of
assets, or contested election, or any combination of such transactions,
the persons who were members of the Board of Directors of the Corporation
immediately before the transaction, cease to constitute at least a
majority thereof.

6.     As the result of any sale, exchange, business combination, joint
venture or other transaction with a third party or any combination of
such transactions: (A) the Corporation's refining capacity is reduced to
less than 80,000 barrels per day, (B) for a period in excess of two
years, the refining capacity over which the Corporation will have
operational control and market risk is less than 80,000 barrels per day,
or (C) the Corporation has less than 175 company operated and dealer
retail units.

SECTION 11:  UNFUNDED PLAN

a.     The Plan shall be unfunded.  No provision of the Plan or any Award
Agreement will require the Corporation or its Subsidiaries, for the
purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are
made or otherwise to segregate any assets, nor will the Corporation or
its Subsidiaries maintain separate bank

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accounts, books, records or other evidence of the existence of a
segregated or separately maintained or administered fund for such
purposes.

b.     Participants will have no rights under the Plan other than as
unsecured general creditors of the Corporation and its Subsidiaries,
except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they will have the
same rights as other employees under generally applicable law.

SECTION 12:  LIMITS OF LIABILITY

a.     Any liability of the Corporation or a Subsidiary to any
Participant with respect to an Award shall be based solely upon
contractual obligations created by the Plan and the Award Agreement.

b.     Neither the Corporation nor a Subsidiary, nor any member of the
Board of Directors or of the Committee, nor any other person
participating in any determination of any question under the Plan, or in
the interpretation, administration or application of the Plan, shall have
any liability to any party for any action taken or not taken in good
faith under the Plan.

SECTION 13:  RIGHTS OF EMPLOYEES

a.     Status as an eligible Employee shall not be construed as a
commitment that any Award will be made under this Plan to such eligible
Employee or to eligible Employees generally.

b.     Nothing contained in this Plan or in any Award Agreement (or in
any other documents related to this Plan or to any Award or Award
Agreement) shall confer upon any Employee or Participant any right to
continue in the employ or other service of the Corporation or a
Subsidiary or constitute any contract or limit in any way the right of
the Corporation or a Subsidiary to change such person's compensation or
other benefits or to terminate the employment or other service of such
person with or without cause.

SECTION 14:  TERM

The Plan shall be adopted by the Board of Directors effective as of
January 1, 1999 and shall remain in effect until suspended or terminated
by them.

SECTION 15:  REQUIREMENTS OF AND GOVERNING LAW

The Plan, the Award Agreements and all actions taken hereunder or
thereunder shall be governed by, and construed in accordance with, the
laws of the state of Maryland without regard to the conflict of law
principles thereof.