<PAGE>
  
  
       UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.   20549
  
                          FORM 10-K
  
  (Mark One)
      [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
         For the fiscal year ended DECEMBER 31, 1997
                              OR
     TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
  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 other jurisdiction of (I.R.S. Employer Identification Number)
  incorporation or organization)
  
  ONE NORTH CHARLES STREET
  BALTIMORE, MARYLAND               21201
  (Address of principle executive offices)          (Zip Code)
  
  Registrant's telephone number, including area code: (410) 539-
  7400
  
  SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
  
                                           NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS             ON WHICH REGISTERED
  Class A Common Stock - $5 Par Value    American Stock Exchange
  Class B Common Stock - $5 Par Value    American Stock Exchange
  
  SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
  NONE
  
  Indicate by check mark if disclosure of delinquent filers
  pursuant to Item 405 of Regulation S-K is not contained
  herein, and will not be contained, to the best of registrant's
  knowledge, in definitive proxy or information statements
  incorporated by reference in Part III of this Form 10-K or any
  amendment to this Form 10-K.   [X]
  
  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 aggregate market value of the voting stock held by
  nonaffiliates as of December 31, 1997 was $142,173,301.
  
  The number of shares outstanding at January 31, 1998 of the
  registrant's $5 par value Class A and Class B Common Stock was
  4,817,394 shares and 5,130,040 shares, respectively.
  
             DOCUMENTS INCORPORATED BY REFERENCE
  Portions of the Proxy Statement for the Annual Meeting of
  Stockholders on April 23, 1998 are incorporated by reference
  into Items 10 through 13, Part III.
  
  
  
  <PAGE>
  
             CROWN CENTRAL PETROLEUM CORPORATION
                       AND SUBSIDIARIES
  
  
                      TABLE OF CONTENTS
  
                                                            PAGE
  
  PART I
  
  Item 1Business                                             l
  
  Item 2Properties                                           3
  
  Item 3Legal Proceedings                                    8
  
  Item 4Submission of Matters to a Vote of
        Security Holders                                     9
  
  PART II
  
  Item 5Market for the Registrant's Common
        Equity and Related Stockholder Matters               10
  
  Item 6Selected Financial Data                              11
  
  Item 7Management's Discussion and Analysis
        of Financial Condition and Results of Operations     12
  
  Item 8Financial Statements and Supplementary Data          20
  
  Item 9Changes in and Disagreements with Auditors on
        Accounting and Financial Disclosure                  39
  
  PART III
  
  Item 10 Directors and Executive Officers of the Registrant
  40
  
  Item 11                             Executive Compensation
  41
  
  Item 12                     Security Ownership of Certain
        Beneficial Owners and Management                     41
  
  Item 13     Certain Relationships and Related Transactions
  41
  
  
  PART IV
  
  Item 14            Exhibits, Financial Statement Schedules
        and Reports on Form 8-K                              41
  
  
  
  <PAGE>
  
                            PART I
  
  
  FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
  
  This Annual Report contains certain "forward-looking statements"
  within the meaning of Section 27A of the Securities Act of 1933,
  as amended, and Section 21E of the Securities Exchange Act of
  1934, as amended.  All statements, other than statements of
  historical facts included in this Annual Report on Form 10-K,
  including without limitation those under "Liquidity and Capital
  Resources" and "Additional Factors that May Affect Future
  Results" under "Management's Discussion and Analysis of
  Financial Condition and Results of Operations" regarding the
  Company's financial position and results of operations, are
  forward-looking statements.  Such statements are subject to
  certain risks and uncertainties, such as changes in prices or
  demand for the Company's products as a result of competitive
  actions or economic factors, changes in the cost of crude oil,
  changes in operating costs resulting from new refining
  technologies, increased regulatory burdens or inflation, and the
  Company's ability to continue to have access to capital markets
  and commercial bank financing on favorable terms.  Should one or
  more of these risks or uncertainties, among others as set forth
  in this Annual Report on Form 10-K for the year ended December
  31, 1997, materialize, actual results may vary materially from
  those estimated, anticipated or projected.  Although the Company
  believes that the expectations reflected by such forward-looking
  statements are reasonable based on information currently
  available to the Company, no assurances can be given that such
  expectations will prove to have been correct.  Cautionary
  statements identifying important factors that could cause actual
  results to differ materially from the Company's expectations are
  set forth in this Annual Report on Form 10-K for the year ended
  December 31, 1997, including without limitation in conjunction
  with the forward-looking statements included in this Annual
  Report on Form 10-K that are referred to above.  All forward-
  looking statements included in this Annual Report on Form 10-K
  and all subsequent oral forward-looking statements attributable
  to the Company or persons acting on its behalf are expressly
  qualified in their entirety by these cautionary statements.
  
  
  <PAGE>
  
  ITEM 1.  BUSINESS
  
  GENERAL
  
  Crown Central Petroleum Corporation and subsidiaries (the
  Company), which traces its origins to 1917, is one of the
  largest independent refiners and marketers of petroleum
  products in the United States.  The Company owns and operates
  two high-conversion refineries with a combined capacity of
  152,000 barrels per day of crude oil - a 100,000 barrel per
  day facility located in Pasadena, Texas, near Houston (the
  Pasadena refinery) and a 52,000 barrel per day facility
  located in Tyler, Texas (the Tyler refinery, and together with
  the Pasadena refinery, the refineries).  The Company is also a
  leading independent marketer of refined petroleum products and
  merchandise through a network of 336 gasoline stations and
  convenience stores located in the Mid-Atlantic and
  Southeastern United States.  In support of these businesses,
  the Company operates 13 product terminals located on three
  major product pipelines along the Gulf Coast and the Eastern
  Seaboard and in the Central United States.
  
  The refineries are strategically located and have direct
  access to crude oil supplies from major and independent
  producers and trading companies, thus enabling the Company to
  select a crude oil mix to optimize refining margins and
  minimize transportation costs.  The Pasadena refinery's Gulf
  Coast location provides access to tankers, barges and
  pipelines for the delivery of foreign and domestic crude oil
  and other feedstocks.  The Tyler refinery benefits from its
  location in East Texas due to its ability to purchase high
  quality crude oil directly from nearby suppliers at a
  favorable cost and its status as the only supplier of a full
  range of refined petroleum products in its local market area.
  The refineries are operated to generate a product mix of over
  89% higher margin fuels, primarily transportation fuels such
  as gasoline, highway diesel and jet fuel as well as home
  heating oil.  During the past five years, the Company has
  invested over $52 million for environmental compliance,
  upgrading, expansion and process improvements at its two
  refineries.  As a result of these expenditures, the Pasadena
  refinery has one of the highest rates of conversion to higher
  margin fuels, according to an industry study.  The Tyler
  refinery enjoys essentially the same product yield
  characteristics as the Pasadena refinery.
  
  <PAGE>
  
  The Company is the largest independent retail marketer in its
  core retail market areas within Maryland, Virginia and North
  Carolina.  In the Company's primary retail marketing region of
  Baltimore, Maryland, the Company is the leading independent
  gasoline retailer, with a 1997 market share of approximately
  13%.  In addition to its leading market position in Baltimore,
  the Company has a geographic concentration of retail locations
  in high growth areas such as Charlotte and Raleigh, North
  Carolina and Atlanta, Georgia.  Over the past several years,
  the Company has rationalized and refocused its retail
  operations, resulting in significant improvements in average
  unit performance and positioning these operations for growth
  from a profitable base.  For the year ended December 31, 1997,
  average merchandise sales per unit increased 3.2% on a same
  store basis when compared with 1996.  The Company has made
  substantial investments of approximately $28 million at its
  retail locations pursuant to environmental requirements from
  1989 to 1997 and believes that over 91% of its retail units
  are currently in full or substantial compliance with the 1998
  underground storage tank environmental standards.  The Company
  does not anticipate any problems in meeting the compliance
  requirements for the remaining retail units.
  
  Sales values of the principal classes of products sold by the
  Company during the last three years are included in
  Management's Discussion and Analysis of Financial Condition
  and Results of Operations on page 12 of this report.
  
  At December 31, 1997, the Company employed 2,819 employees.
  The total number of employees decreased approximately 2.9%
  from year-end 1996.
  
  
  REGULATION
  
  Like other companies in the petroleum refining and marketing
  industries, the Company's operations are subject to extensive
  regulation and the Company has responsibility for the
  investigation and clean-up of contamination resulting from
  past operations.  Current compliance activities relate to air
  emissions limitations, waste water and storm water discharges
  and solid and hazardous waste management activities.  In
  connection with certain of these compliance activities and for
  other reasons, the Company is engaged in various
  investigations and, where necessary, remediation of soils and
  ground water relating to past spills, discharges and other
  releases of petroleum, petroleum products and wastes.  The
  Company's environmental activities are different with respect
  to each of its principal business activities: refining,
  terminal operations and retail marketing.  The Company is not
  currently aware of any information that would suggest that the
  costs related to the air, water or solid waste compliance and
  clean-up matters discussed herein will have a material adverse
  effect on the Company.  The Company anticipates that
  substantial capital investments will be required in order to
  comply with federal, state and local provisions.  A more
  detailed discussion of environmental matters is included in
  Note A and Note I of Notes to Consolidated Financial
  Statements on pages 26 and 35, respectively, of this report,
  and in Management's Discussion and Analysis of Financial
  Condition and Results of Operations on pages 12 through 19 of
  this report.
  
  
  COMPETITIVE CONDITIONS
  
  Oil industry refining and marketing is highly competitive.
  Many of the Company's principal competitors are integrated
  multinational oil companies that are substantially larger and
  better known than the Company.  Because of their diversity,
  integration of operations, larger capitalization and greater
  resources, these major oil companies may be better able to
  withstand volatile market conditions, compete on the basis of
  price and more readily obtain crude oil in times of shortages.
  
  The principal competitive factors affecting the Company's
  refining operations are crude oil and other feedstock costs,
  refinery efficiency, refinery product mix and product
  distribution and transportation costs.  Certain of the
  Company's larger competitors have refineries which are larger
  and more complex and, as a result, could have lower per barrel
  costs or higher margins per barrel of throughput.  The Company
  has no crude oil reserves and is not engaged in exploration.
  The majority of the Company's total crude oil purchases are
  transacted on the spot market.  The Company believes that it
  will be able to obtain adequate crude oil and other feedstocks
  at generally competitive prices for the foreseeable future.
  
  <PAGE>
  
  The principal competitive factors affecting the Company's
  retail marketing operations are locations of stores, product
  price and quality, appearance and cleanliness of stores and
  brand identification.  Competition from large integrated oil
  companies, as well as from convenience stores which sell motor
  fuel, is expected to continue.  The principal competitive
  factors affecting the Company's wholesale marketing business
  are product price and quality, reliability and availability of
  supply and location of distribution points.
  
  The Company maintains business interruption insurance to
  protect itself against losses resulting from shutdowns to
  refinery operations from fire, explosions and certain other
  insured casualties.  Business interruption coverage begins for
  such losses in excess of $1 million.
  
  
  ITEM 2.   PROPERTIES
  
  REFINING OPERATIONS
  
  OVERVIEW
  
  The Company owns and operates two strategically located, high
  conversion refineries with a combined capacity of 152,000
  barrels of crude oil per day--a 100,000 barrel per day
  facility located in Pasadena, Texas, near Houston, and a
  52,000 barrel per day facility located in Tyler, Texas. Both
  refineries are operated to generate a product mix of over 89%
  higher margin fuels, primarily transportation fuels such as
  gasoline, highway diesel and jet fuel, as well as home heating
  oil. When operating to maximize the production of light
  products, the product mix at both of the Refineries is
  approximately 55% gasoline, 33% distillates (such as diesel,
  home heating oil, jet fuel, and kerosene), 6% petrochemical
  feedstocks and 6% slurry oil and petroleum coke.
  
  The Pasadena refinery and Tyler refinery averaged production
  of 106,709 barrels per day and 52,310 barrels per day,
  respectively, during 1997.  While both refineries primarily
  run sweet (low sulphur content) crude oil, they can process up
  to 20% of sour (high sulphur content) crude oil in their mix.
  
  The Company's access to extensive pipeline networks provides
  it with the ability to acquire crude oil directly from major
  integrated and independent domestic producers, foreign
  producers, or trading companies, and to transport this crude
  to the refineries at a competitive cost. The Pasadena refinery
  has docking facilities which provide direct access to tankers
  and barges for the delivery of crude oil and other feedstocks.
  The Company also has agreements with terminal operators for
  the storage and handling of the crude oil it receives from
  large ocean-going vessels and which the Company transports to
  the refineries by pipeline. The Tyler refinery benefits from
  its location in East Texas since the Company can purchase high
  quality crude oil at favorable prices directly from nearby
  producers. In addition, the Tyler Refinery is the only
  supplier of a full range of petroleum products in its local
  market area. See "-- Supply, Transportation and Wholesale
  Marketing."
  
  Over the past several years, the Company has made significant
  capital investments to upgrade its refining facilities and
  improve operational efficiency. Three new process units were
  placed in service at the Pasadena refinery in 1996.  These
  three units include a compression facility which transports
  gas from the fluid catalytic cracking unit (FCCU) to a
  petrochemical plant where the ethylene is recovered, a
  reformate splitter which increases the refinery's capacity to
  manufacture reformulated gasoline, and a vapor destructor
  which allows for expanded product loading at the refinery
  dock.  At the Tyler refinery, the FCCU and sulfur recovery
  units were modified, enabling the refinery to increase
  production of gasoline and low sulfur diesel.
  
  
  PASADENA REFINERY
  
  The Pasadena refinery is located on approximately 174 acres in
  Pasadena, Texas and was the first refinery built on the
  Houston Ship Channel. The refinery has been substantially
  modernized since 1969 and today has a rated crude capacity of
  100,000 barrels per day. During the past five years, the
  Company has invested approximately $29 million in major
  upgrades and maintenance projects.
  
  <PAGE>
  
  The Company's refining strategy includes several initiatives
  to enhance productivity. For example, the Company has
  completed an extensive plant-wide distributed control system
  at the Pasadena refinery which is designed to improve product
  yields, make more efficient use of personnel and optimize
  process operations. The distributed control system uses
  technology that is fast, accurate and provides increased
  information to both operators and supervisors. This equipment
  also allows the use of modern advanced control techniques for
  optimizing unit operations.
  
  The Pasadena refinery has a crude unit with a 100,000 barrels
  per day atmospheric column and a 38,000 barrels per day vacuum
  tower. Major downstream units consist of a 52,000 barrels per
  day fluid catalytic cracking unit, a 12,000 barrels per day
  delayed coking unit, two alkylation units with a combined
  capacity of 10,000 barrels per day of alkylate production, and
  a continuous regeneration reformer with a capacity of 24,000
  barrels per day. Other units include two depropanizers that
  can produce 5,500 barrels per day of refinery grade propylene,
  a liquefied petroleum gas recovery unit that removes
  approximately 1,000 barrels per day of liquids from the
  refinery fuel system and a methyl tertiary butyl ether
  ("MTBE") process which can produce approximately 1,500 barrels
  per day of MTBE for gasoline blending, a reformate splitter,
  and a compression facility capable of transporting up to 14
  million standard cubic feed per day of  process gas to a
  neighboring petrochemical plant.
  
  The Clean Air Act mandates that after January 1, 1995 only
  reformulated gasoline ("RFG") may be sold in certain ozone non-
  attainment areas, including some metropolitan areas where the
  Company sells gasoline. Using production from its MTBE unit,
  the Pasadena refinery can currently produce 12,000 barrels per
  day of winter grade RFG. With additional purchases of MTBE,
  ethanol or other oxygenates, all of the Pasadena refinery's
  current gasoline production could meet winter grade RFG
  standards. In 1996, the Company completed the construction of
  a reformate splitter at its Pasadena refinery.  This process
  unit enables the refinery to make 12,000 barrels per day of
  summer grade RFG using its own MTBE, and up to 100% of its
  Pasadena refinery gasoline production as summer grade RFG with
  the purchase of additional oxygenates. This project enables
  the Company to satisfy all of its retail RFG requirements.
  
  In 1997, the Pasadena refinery crude unit was shut down for 24
  days for the completion of a planned maintenance turnaround
  and accordingly operated at only 84% of rated crude unit
  capacity with production yielding approximately 56% gasoline
  and 32% distillates.  Of the total gasoline production,
  approximately 19% was premium octane grades.  In addition, the
  Pasadena refinery produced and sold by-products including
  propylene, propane, slurry oil, petroleum coke and sulphur.
  
  The Company owns and operates storage facilities located on
  approximately 130 acres near its Pasadena refinery which,
  together with tanks on the refinery site, provide the Company
  with a storage capacity of approximately 6.2 million barrels
  (2.8 million barrels for crude oil and 3.4 million barrels for
  refined petroleum products and intermediate stocks).
  
  The Pasadena refinery's refined petroleum products are
  delivered to both wholesale and retail customers.
  Approximately one-half of the gasoline and distillate
  production is sold wholesale into the Gulf Coast spot market
  and one-half is shipped by the Company on the Colonial and
  Plantation pipelines for sale in East Coast wholesale and
  retail markets. The Company's retail gasoline requirements
  represent approximately 55% of the Pasadena refinery's total
  gasoline production capability.
  
  
  TYLER REFINERY
  
  The Tyler refinery is located on approximately 100 of the 529
  acres owned by the Company in Tyler, Texas and has a rated
  crude capacity of 52,000 barrels per day. This refinery, which
  was acquired from Texas Eastern Corporation in the fourth
  quarter of 1989, had been substantially modernized between
  1977 and 1980. The Tyler refinery's location provides access
  to nearby high quality East Texas crude oil which accounts for
  approximately 70% of its crude supply. This crude oil is
  transported to the refinery on the McMurrey and Scurlock
  pipeline systems. The Company owns the McMurrey system and has
  a long-term contract for use of the Scurlock system with
  Scurlock Permian Pipe Line Corporation. The Company also has
  the ability to ship crude oil to the Tyler refinery by
  pipeline from the Gulf Coast and does so when market
  conditions are favorable. Storage capacity at the Tyler
  refinery exceeds 2.7 millions barrels (1.2 million barrels for
  crude oil and 1.5 million barrels for refined petroleum
  products and intermediate stocks), including tankage along the
  Company's pipeline system.
  
  <PAGE>
  
  The Tyler refinery has a crude unit with a 52,000 barrels per
  day atmospheric column and a 16,000 barrels per day vacuum
  tower. The other major process units at the Tyler refinery
  include an 18,000 barrels per day fluid catalytic cracking
  unit, a 6,000 barrels per day delayed coking unit, a 20,000
  barrels per day naphtha hydrotreating unit, a 12,000 barrels
  per day distillate hydrotreating unit, two reforming units
  with a combined capacity of 16,000 barrels per day, a 5,000
  barrels per day isomerization unit, and an alkylation unit
  with a capacity of 4,700 barrels per day.
  
  In 1997, the Tyler refinery operated at approximately 95% of
  rated crude unit capacity, with production yielding
  approximately 55% gasoline and approximately 36% distillates.
  Of the total gasoline production, approximately 25% was
  premium octane grades. In addition, the refinery produced and
  sold by-products including propylene, propane, slurry oil,
  petroleum coke and sulphur. The Tyler refinery is the
  principal supplier of refined petroleum products in the East
  Texas market with approximately 60% of production distributed
  at the refinery's truck terminal. The remaining production is
  shipped via the Texas Eastern Products Pipeline for sale
  either from the Company's terminals or from other terminals
  along the pipeline. Deliveries under term exchange agreements
  account for the majority of the truck terminal sales.
  
  RETAIL OPERATIONS
  
  Overview
  
  The Company traces its retail marketing history to the early
  1930's when it operated a retail network of 30 service
  stations in the Houston, Texas area. It began retail
  operations on the East Coast in 1943. The Company has been
  recognized as an innovative industry leader and, in the early
  1960's, pioneered the multi-pump retailing concept which has
  since become an industry standard in the marketing of
  gasoline. In 1983 the Company significantly expanded its
  retail presence with the acquisition of 642 Fast Fare and
  Zippy Mart convenience stores located in the Southeastern
  United States. In 1986 the Company purchased an additional 50
  gasoline stations, expanding the Company's presence in the
  Baltimore/Washington, D.C. region, and in 1991, the Company
  acquired 48 additional units in Virginia which doubled its
  presence in that state.
  
  Beginning in 1989, the Company conducted a facility by
  facility review of its retail units. As a result, the Company
  disposed of non-strategic, marginal or unprofitable units as
  well as certain units which would have required significant
  capital improvements to comply with environmental regulations.
  During this period, the Company rebuilt and added individual
  units to increase its market share in strategic core markets.
  
  As of December 31, 1997, the Company had 336 retail locations.
  Of these 336 units (237 owned and 99 leased), the Company
  directly operated 232 and the remainder were operated by
  independent dealers. The Company conducts its operations in
  Maryland through an independent dealer network as a result of
  legislation which prohibits refiners from operating gasoline
  stations in Maryland. The Company believes that the high
  proportion of Company-operated units enables it to respond
  quickly and uniformly to changing market conditions.
  
  While most of the Company's units are located in or around
  major metropolitan areas, its sites are generally not situated
  on major interstate highways or inter-city thoroughfares.
  These off-highway locations primarily serve local customers
  and, as a result, the Company's retail marketing unit volumes
  are not as highly seasonal or dependent on seasonal vacation
  traffic as locations operating on major traffic arteries. The
  Company is the largest independent retail marketer of gasoline
  in its core retail market areas within Maryland, Virginia and
  North Carolina. In the Company's primary retail marketing area
  of Baltimore, Maryland, the Company is the leading independent
  gasoline retailer, with a 1997 market share of approximately
  13%.  In addition to its leading market position in Baltimore,
  the Company has a geographic concentration of retail locations
  in high growth areas such as Raleigh and Charlotte, North
  Carolina and Atlanta, Georgia. The Company's three highest
  volume core markets are Baltimore, the suburban areas of
  Maryland and Virginia surrounding Washington, D.C., and the
  greater Norfolk, Virginia area.
  
  RETAIL UNIT OPERATIONS
  
  The Company conducts its retail marketing operations through
  three basic store formats: convenience stores, mini-marts and
  gasoline stations. At December 31, 1997, the Company had 70
  convenience stores, 124 mini-marts and 142 gasoline stations.
  
  <PAGE>
  
  The Company's convenience stores operate primarily under the
  names Fast Fare and Zippy Mart. These units generally contain
  1,500 to 2,800 square feet of retail space and typically
  provide gasoline and a variety of convenience store
  merchandise such as tobacco products, beer, wine, soft drinks,
  snacks, dairy products and baked goods and more recently food
  service items.
  
  The Company's mini-marts generally contain up to 800 square
  feet of retail space and typically sell gasoline and much of
  the same merchandise as at the Company's convenience stores.
  The Company has installed lighted canopies which extend over
  the multi-pump fuel islands at most of its locations.  This
  provides added security and protection from the elements for
  customers and employees.
  
  The Company's gasoline stations generally contain up to 100
  square feet of retail space in an island kiosk and typically
  offer gasoline and a limited amount of merchandise such as
  tobacco products, candies, snacks and soft drinks.
  
  The Company's units are brightly decorated with its trademark
  signage to create a consistent appearance and encourage
  customer recognition and patronage. The Company believes that
  consistency of brand image is important to the successful
  operation and expansion of its retail marketing system. In all
  aspects of its retail marketing operations the Company
  emphasizes quality, value, cleanliness and friendly and
  efficient customer service. The Company has conducted customer
  surveys which indicate strong consumer preference for units
  which are well-lighted and safe.  In response to such customer
  preferences, the Company has initiated a system-wide lighting
  upgrade and safety enhancement program.
  
  While the Company derives approximately 76% of its retail
  revenue from the sale of gasoline, it also provides a variety
  of merchandise and other services designed to meet the non-
  fuel needs of its customers. Sales of these additional
  products are an important source of revenue, contribute to
  increased profitability and serve to increase customer
  traffic. The Company believes that its existing retail sites
  present significant additional profit opportunities based upon
  their strategic locations in high traffic areas. The Company
  also offers ancillary services such as compressed air service,
  car washes, vacuums, and automated teller machines, and
  management continues to evaluate the addition of new ancillary
  services such as the marketing of fast food from major branded
  chains.  At December 31, 1997, the Company has two locations
  offering A&W fast food products, two locations offering Lil'
  Caesar fast food products and an additional two locations
  offering Taco Bell fast food products.
  
  
  DEALER OPERATIONS
  
  The Company maintains 104 dealer-operated units, all of which
  are located in Maryland. Under the Maryland Divorcement Law,
  refiners are prohibited from operating gasoline stations. The
  Maryland units are operated under a Branded Service Station
  Lease and Dealer Agreement (the "Dealer Agreement"), generally
  with a term of three years. Pursuant to the Dealer Agreement,
  a dealer leases the facility from the Company and purchases
  and resells Crown-branded motor fuel and related products.
  Dealers purchase and resell merchandise from independent third
  parties. The Dealer Agreement sets forth certain operating
  standards; however, the Company does not control the
  independent dealer's personnel, pricing policies or other
  aspects of the independent dealer's business. The Company
  believes that its relationship with its dealers has been very
  favorable as evidenced by a low rate of dealer turnover.
  
  The Company realizes little direct benefit from the sale of
  merchandise or ancillary services at the dealer operated
  units, and the revenue from these sales is not reflected in
  the Company's Consolidated Financial Statements. However, to
  the extent that the availability of merchandise and ancillary
  services increases customer traffic and gasoline sales at its
  units, the Company benefits from higher gasoline sales
  volumes.
  
  
  <PAGE>
  
  SUPPLY, TRANSPORTATION AND WHOLESALE MARKETING
  
  SUPPLY
  
  The Company's refineries, terminals and retail outlets are
  strategically located in close proximity to a variety of
  supply and distribution channels. As a result, the Company has
  the flexibility to acquire available domestic and foreign
  crude oil economically, and also the ability to cost
  effectively distribute its products to its own system and to
  other domestic wholesale markets. Purchases of crude oil and
  feedstocks are determined by quality, price and general market
  conditions.
  
  TRANSPORTATION
  
  Most of the domestic crude oil processed by the Company at its
  Pasadena refinery is transported by pipeline. The Company's
  purchases of foreign crude oil are transported primarily by
  tankers under spot charters which are arranged by either the
  seller or the Company. The Company is not currently obligated
  under any time-charter contracts. The Company has an
  approximate 5% interest in the Rancho Pipeline and generally
  receives between 20,000 and 25,000 barrels per day of crude
  through this system.  Foreign crudes (principally from the
  North Sea, West Africa and South America) account for
  approximately 65% of total Pasadena crude supply and are
  delivered by tanker. Most of the crude for the Tyler refinery
  is gathered from local East Texas fields and delivered by two
  pipeline systems, one of which is owned by the Company.
  Foreign crude also can be delivered to the Tyler refinery by
  pipeline from the Gulf Coast.
  
  
  TERMINALS
  
  The Company operates eight product terminals located along the
  Colonial and Plantation pipeline systems and, in addition to
  the terminal at the Tyler refinery, operates four product
  terminals located along the Texas Eastern Products Pipeline
  system. These terminals have a combined storage capacity of
  1.9 million barrels. The Company's distribution network is
  augmented by agreements with other terminal operators also
  located along these pipelines. In addition to serving the
  Company's retail requirements, these terminals supply products
  to other refiner/marketers, jobbers and independent
  distributors.
  
  
  WHOLESALE MARKETING
  
  Approximately 16% of the gasoline produced by the Company's
  Pasadena refinery is transported by pipeline for sale at
  wholesale through Company and other terminals in the Mid-
  Atlantic and Southeastern United States. Heating oil is also
  regularly sold at wholesale through these same terminals.
  Gasoline, heating oil, diesel fuel and other refined products
  are also sold at wholesale in the Gulf Coast market.
  
  The Company has entered into product exchange agreements for
  approximately one-quarter of its Tyler refinery production
  with two major oil companies headquartered in the United
  States. These agreements provide for the delivery of refined
  products at the Company's terminals in exchange for delivery
  by these companies of a similar amount of refined products to
  the Company. The terms of these agreements extend through
  March 1999 and December 1999, respectively, and require the
  exchange of 6,000 barrels per day and 7,000 barrels per day,
  respectively. These exchange agreements provide the Company
  with the ability to broaden its geographic distribution,
  supply markets not connected to the refined products pipeline
  systems and reduce transportation costs.
  
  <PAGE>
  
  ITEM 3.  LEGAL PROCEEDINGS
  
  The Company is involved in various matters of litigation, the
  ultimate determination of which, in the opinion of management,
  will not have a material adverse effect on the Company.  The
  Company's legal proceedings are further discussed in Note I of
  Notes to Consolidated Financial Statements on page 35 of this
  report.
  
  The Company negotiated a settlement with the Environmental
  Protection Agency ("EPA") in late 1997 to pay a fine of
  $137,500 and to make improvements to the Pasadena refinery's
  waste water discharge system to address alleged exceedances of
  the Pasadena refinery's Clean Water Act permit.  The
  wastewater system improvements will be completed by March 31,
  1998 and are expected to cost approximately $650,000.
  
  The Company's Tyler, Texas refinery received a Notice of
  Violation from the Texas Natural Resource Conservation
  Commission ("TNRCC") in October of 1997 regarding alleged
  noncompliance with TNRCC's air program.  The Company has
  addressed the majority of the alleged non-compliances and is
  evaluating and negotiating the resolution of one remaining
  alleged violation.  The Company does not expect the costs of
  implementation of applicable measures will exceed $100,000.
  
  In July of 1997, the Pasadena refinery was issued a Notice of
  Violation by the TNRCC pertaining to record keeping and notice
  requirements and to alleged exceedances of concentration
  standards for hydrogen sulfide and air emissions of sulfur
  dioxide from the refinery.  TNRCC proposed a penalty of
  $651,875 in November 1997 and an enforcement order is
  currently being negotiated.  The Company has already installed
  certain backup equipment and, by June 15, 1998, the Company
  will complete the upgrading of equipment at the refinery to
  improve the removal efficiencies of hydrogen sulfide and
  sulfides from certain operating processes at a cost of
  approximately $300,000.
  
  The Pasadena and Tyler refineries and many of the Company's
  other facilities are involved in a number of other
  environmental enforcement actions or are subject to
  agreements, orders or permits that require remedial
  activities.  Environmental expenditures, including these
  matters, are discussed in the Liquidity and Capital Resources
  section of Management's Discussion and Analysis of Financial
  Conditions and Results of Operations on pages 14 through 17 of
  this report, and in Note I of Notes to Consolidated Financial
  Statements on page 35 of this report.  These enforcement
  actions and remedial activities, in the opinion of management,
  are not expected to have a material adverse effect on the
  Company.
  
  On July 21, 1997, Texans United for a Safe Economy Education
  Fund, the Sierra Club, the Natural Resources Defense Council,
  Inc. and several individuals filed a Clean Air Act citizens'
  suit in the United States District Court for the Southern
  District of Texas against the Company, alleging violations by
  the Company's Pasadena refinery of certain state and federal
  environmental air regulations.  TEXANS UNITED FOR A SAFE
  ECONOMY EDUCATION FUND, ET AL. VS. CROWN CENTRAL PETROLEUM
  CORPORATION, H-97-2427 (S.D. Tex.).  The alleged violations
  pertain to record keeping and notice requirements and to
  potential exceedances of concentration standards for hydrogen
  sulfide and air emissions of sulfur dioxide from the refinery
  that had been previously self reported by the Company to the
  applicable government agency.  Most of the alleged violations
  were redressed in a 1995 TNRCC Agreed Order and most of the
  remaining alleged violations are the subject of the
  enforcement action by the TNRCC described above.  The
  plaintiffs seek injunctive relief and civil penalties.  The
  Company has filed a Motion for Summary Judgment and discovery
  is underway.
  
  On June 25, 1997, a purported class action lawsuit was filed
  in the state district court of Harris County, Texas by
  individuals who claim to have suffered personal injuries and
  property damage from the operation of the Company's Pasadena
  refinery.  ALLMAN, ET AL. VS. CROWN CENTRAL PETROLEUM
  CORPORATION, ET AL., C.A. No. 97-39455 (District Court of
  Harris County, Texas).  This suit seeks unspecified
  compensatory damages and $50 million in punitive damages.  The
  plaintiffs have now dropped all class action claims. The
  matter is in discovery.
  
  Seven employees at the Pasadena refinery and one at the Tyler
  refinery have filed a purported class action suit in the
  United States District Court for the Eastern District of Texas
  alleging race and sex discrimination in violation of Title VII
  of the Civil Rights Act of 1964, as amended, and in violation
  of the Civil Rights Act of 1871, as amended.  LORRETTA
  BURRELL, ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION, C.A.
  No. 97-CVO-357 (E.D. Tex.).  The named plaintiffs seek to
  represent several subclasses of salaried and hourly African-
  American and female employees of the Company.  The matter is
  in discovery.
  
  <PAGE>
  
  There has been no action taken by the Court with respect to
  the plaintiffs' request for class certification in the Burrell
  case, and discovery has not been completed in Texans United,
  Allman or Burrell.  A review of these cases suggests, however,
  that the Company has meritorious defenses.  The Company
  intends to vigorously defend these cases and in the opinion of
  management, there is no reasonable basis to believe that the
  eventual outcome of any of these cases will have a material
  adverse effect on the Company.
  
  In February 1998, the Company and thirteen other companies,
  including several major oil companies, were sued on behalf of
  the EPA and the TNRCC under the Comprehensive Environmental
  Response Compensation, and Liability Act of 1980 (the
  "Superfund Statute") to recover the costs of removal and
  remediation at the Sikes Disposal Pits Site (the "Sikes Site")
  in Harris County, Texas.  The Company does not believe that it
  sent any waste material to the Sikes Site or that there is any
  credible evidence to support the government's claim that it
  did so.  In fact, the Company has developed considerable
  evidence to support its position that it should not have been
  named as a Potentially Responsible Party ("PRP").  The EPA and
  TNRCC allege that they incurred costs in excess of $125
  million in completing the remediation at the Sikes Site.
  Since the Superfund Statute permits joint and several
  liability and any PRP is theoretically at risk for the entire
  judgment, the Company intends to vigorously defend this
  action.  Based upon the information currently available, the
  Company expects that it will eventually prevail in this
  matter.  In addition, the Company has been named by the EPA
  and by several state environmental agencies as a PRP at
  various other federal and state Superfund sites.  The
  Company's exposure in these matters has either been resolved,
  is properly reserved or is de minimis and is not expected to
  have a material adverse effect on the Company.
  
  The foregoing environmental proceedings are not of material
  importance to Crown's accounts and are described in compliance
  with SEC rules requiring disclosure of such proceedings
  although not material.
  
  The Company's collective bargaining agreement with the Oil
  Chemical & Atomic Workers Union ("OCAW") covering employees at
  the Pasadena refinery expired on February 1, 1996.  Following
  a number of incidents apparently intended to disrupt normal
  operations at the refinery and also as a result of the
  unsatisfactory status of the negotiations, on February 5, 1996
  the Company implemented a lock out of employees in the
  collective bargaining unit at the Pasadena facility.  OCAW
  subsequently filed a number of unfair labor practice charges
  with the National Labor Relations Board ("NLRB") and all of
  these charges have been dismissed by the NLRB.  The lock out
  and negotiations on a new contract continue.
  
  
  
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
  
  No matters were submitted to a vote of security holders during
  the last three months of the fiscal year covered by this
  report.
  
  
  <PAGE>
  
                                     PART II
  
  
  ITEM 5.               MARKET FOR REGISTRANT'S COMMON
  EQUITY AND RELATED STOCKHOLDER MATTERS
  
  The Company's common stock is listed on the American
  Stock Exchange under the ticker symbols CNP A and CNP
  B.
  
  <TABLE>
  <CAPTION>
  
                  COMMON STOCK MARKET PRICES AND CASH DIVIDENDS
  
                                1997                   1996
                          ----------------     ----------------
                                ----                 ---
                             Sales Price            Sales Price
                                                                                                    Low    High          Low
                          High
                          ------   -------      -------     -------
                                   -
  <S>                     <C>      <C>          <C>           <C>
  CLASS A COMMON STOCK                                          
                                                             
  First Quarter          $ 14      $11  1/8      $19  1/8   $  14
                         1/4                                3/4
                                                             
  Second Quarter          15        12  1/8       20  7/8    15  1/8
                         7/16
                                                           
  Third Quarter            22       14  3/4        15          13
                         1/2                    1/2        3/8
                                                           
  Fourth Quarter          21 7/8    17  1/2      14  3/4     12  1/4
                                                           
                                   
  Yearly                  22 1/2    11  1/8      20  7/8     12  1/4
                                                           
                                                           
  CLASS B COMMON STOCK                                     
                                                           
  First Quarter          $ 13      $ 11         $  18      $  14  3/4
                         3/4                    1/2
                                                           
  Second Quarter          15        11  5/8      20  3/8    14  5/8
                         7/16
                                                           
  Third Quarter           22        14  3/4      15  1/2    13  1/8
                         1/4
                                                           
  Fourth Quarter          20        16  5/8      14  5/8    11  3/4
                         3/8
                                                           
  Yearly                  22        11           20  3/8    11  3/4
                         1/4
  
  <FN>
  
  The payment of cash dividends is dependent upon future
  earnings, capital requirements, overall financial condition
  and restrictions as described in Note C of Notes to
  Consolidated Financial Statements on page 28 of this report.
  There were no cash dividends declared on common stock in
  1997 or 1996.
  
  The number of shareholders of the Company's common stock
  based on the number of record holders on December 31, 1997
  was:
  
   Class A Common Stock             525
   Class B Common Stock             646
  
  
  TRANSFER AGENT & REGISTRAR
  BankBoston
  c/o Boston EquiServe
  Boston, Massachusetts
  
  </FN>
  </TABLE>
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  ITEM 6. SELECTED FINANCIAL DATA
  
  The selected consolidated financial data for the Company set
  forth below for the five years ended December 31, 1997 should
  be read in conjunction with the Consolidated Financial
  Statements.
  
                      1997      1996      1995      1994       1993
                  ---------  --------  ---------  -------   --------
                             -                    -
                    (Thousands of dollars except per share amounts)
<S>               <C>        <C>       <C>          <C>       <C>
Sales and                                                  
operating         $1,602,6   $1,635,             $1,318,   $1,451,
revenues          24         276       $1,451,3  558       183
                                       49
Income (loss)                                              
before                                                     
extraordinary                                              
item               19,235    (2,767)              (35,406     (4,3
                                       (67,367   )         00   )
                                       )
Extraordinary                                              
item                                   (3,257)
Net income (loss)  19,235    (2,767)   (70,624)  (35,406      (4,3
                                                 )         00   )
Total assets      594,003    565,233   583,214   704,076     656,1
                                                           78
Long-term debt    127,506    127,196   128,506   96,632       65,5
                                                           79
                                                           
                                                           
                                                           
Per Share Data:                                            
Income (loss)                                              
before                                                     
extraordinary                                              
item                 1.97      (.28)    (6.95)    (3.63      (.44)
                                                 )
Net income (loss)    1.97      (.28)    (7.28)    (3.63      (.44)
                                                 )
                                                           
Per Share Data -                                           
assuming
dilution:
Income (loss)                                              
before                                                     
extraordinary                                              
item                 1.94      (.28)    (6.95)    (3.63      (.44)
                                                 )
Net income (loss)    1.94      (.28)    (7.28)    (3.63      (.44)
                                                 )
  
  <FN>
  
  The extraordinary loss in 1995, which was recorded in the
  first quarter,  resulted from the early retirement of the
  remaining principal balance of the Company's 10.42%
  Senior Notes with the proceeds from the sale of $125
  million of Unsecured Senior Notes due February 1, 2005.
  
  The net loss in 1995 was unfavorably impacted by a pre-
  tax write-down of certain refinery assets of $80.5
  million in the fourth quarter relating to the adoption of
  Statement of Financial Accounting Standards No. 121
  "Accounting for the Impairment of Long-Lived Assets and
  for Long-Lived Assets to be Disposed Of".
  
  The net loss in 1994 was unfavorably impacted by a pre-
  tax write-down of $16.8 million in the third quarter
  relating to the abandonment of plans to construct a
  hydrodesulphurization unit at the Pasadena refinery.
  
  There were no cash dividends declared in 1997, 1996,
  1995, 1994 or 1993.
  </FN>
  </TABLE>
  
  
  
  <PAGE>
  
  ITEM 7.               MANAGEMENT'S  DISCUSSION AND
  ANALYSIS OF
       FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  The Company's Sales and operating revenues
  decreased 2% in 1997 compared to a 12.7% increase
  in 1996.  The 1997 decrease in Sales and operating
  revenues was primarily due to a 3.6% decrease in
  the average unit selling price of petroleum
  products.  These increases were partially offset
  by a 1% increase in petroleum product sales
  volumes and a $1.6 million or 1.6% increase in
  merchandise sales.  The 1996 increase in Sales and
  operating revenues was primarily due to a 16.7%
  increase in the average unit selling price of
  petroleum products and a $3.4 million or 3.5%
  increase in merchandise sales.  These increases
  were partially offset by a 3.8% decrease in
  petroleum product sales volumes principally
  attributable to the processing contract with
  Statoil wherein the Company processed 20,000
  barrels per day for Statoil during the last five
  months of 1996.
  
  As previously mentioned, merchandise sales
  increased $1.6 million or 1.6% to $103.7 million
  for the year ended December 31, 1997 compared to
  the same period in 1996, while merchandise gross
  profit increased $2.4 million or 8.4% for the year
  ended December 31, 1997 compared to the same
  period in 1996.  Merchandise gross margin
  (merchandise gross profit as a percent of
  merchandise sales) was 30.4% and 28.5% for the
  years ended December 31, 1997 and 1996,
  respectively.  These aggregate increases occurred
  despite a slight reduction in the number of
  operating units during the period, and are
  attributable to the Company's merchandise pricing
  program which has selectively increased margins on
  targeted merchandise yet still maintains an
  everyday low pricing policy which is competitive
  with major retail providers in the applicable
  market area.  As a result of the strategy,
  aggregate merchandise gross profit, on a same
  store basis, increased 3.5% in 1997 as compared to
  1996. Same store average monthly merchandise sales
  increased approximately 3% in 1997 as compared to
  1996.
  
  Gasoline sales accounted for 55.7% of total 1997
  revenues, while distillates and merchandise sales
  represented 29% and 6.5%, respectively.  This
  compares to a dollar mix from sales of 54.3%
  gasoline, 31.2% distillates and 6.2% merchandise
  in 1996; and 57.8% gasoline, 24.2% distillates and
  6.8% merchandise in 1995.
  
  The following table depicts the sales values of
  the principal classes of products sold by the
  Company, which individually contributed more than
  ten percent of consolidated Sales and operating
  revenues during the last three years:
  
  <TABLE>
  <CAPTION>
  
  SALES OF PRINCIPAL PRODUCTS
  millions of dollars
                                 1997      1996    1995
                                 ------ --------  -------
         <S>                     <C>     <C>       <C>
         Gasoline                $892.2   $888.1   $839.4
         No. 2 Fuel & Diesel      419.4    436.4    335.7
  </TABLE>
  
  Costs and operating expenses decreased 4% in 1997
  compared to an 11.8% increase in 1996. The 1997
  decrease was primarily attributable to the
  Company's use of the last-in, first-out (LIFO)
  method to value inventory which results in a
  better matching of current revenues and costs.
  The impact of LIFO was to decrease the Company's
  Costs and operating expenses by approximately
  $27.3 million in 1997 while increasing Costs and
  operating expenses by $.9 million in 1996.
  Additionally, there was a decrease in the average
  consumed cost per barrel of crude oil and
  feedstocks of 6.6%.  These decreases were
  partially offset by slight increases in petroleum
  products sales volumes as mentioned above.  The
  1996 increase was attributable to an increase in
  the average consumed cost per barrel of crude oil
  and feedstocks of  20.5%.  This increase was
  partially offset by slight decreases in petroleum
  products sales volumes.  The average consumed cost
  per barrel includes only those costs directly
  associated with the purchase and processing of
  crude oil and feedstocks.  Accordingly, refinery
  operating expenses are not included in the average
  consumed cost per barrel of crude oil and
  feedstocks.
  
  <PAGE>
  
  The Company utilizes the last-in, first-out (LIFO)
  method to value its inventory.  The LIFO method
  attempts to achieve a better matching of costs to
  revenues by including the most recent costs of
  products in Costs and operating expenses.  The
  impact of the Company's use of the LIFO method was
  to increase the Company's gross margin over what
  it would have been had the first-in, first-out
  (FIFO) method of inventory valuation been utilized
  in 1997 by $.51 per barrel ($27.3 million) while
  decreasing the Company's gross margins in 1996 and
  1995 by $.02 per barrel ($.9 million) and $.12 per
  barrel ($6.7 million), respectively.  The 1996
  LIFO impact is net of gross margin increases of
  $5.9 million resulting from a change in base year
  values for a portion of the Company's LIFO
  inventories and reductions in LIFO inventories of
  $15.2 million, which were carried at lower costs
  prevailing in prior years.  The 1995 LIFO impact
  is net of a $4.9 million gross margin increase
  resulting from a reduction in LIFO inventories.
  
  Total yields of finished gasoline were increased
  slightly to 89,000 barrels per day (bpd) (56%) in
  1997 from 85,500 bpd (56%) in 1996 while
  distillate  production was increased slightly from
  51,700 bpd (33.9%) in 1996 to 52,800 bpd (33.2%)
  in 1997.  In early 1996, the Company adjusted its
  distillate and gasoline production to take
  advantage of better distillate margins compared to
  gasoline margins.  Correspondingly, yields of
  distillates were increased to 51,700 (bpd) (33.9%)
  in 1996 from 46,200 bpd (29.8%) in 1995, while
  gasoline production was decreased from 90,700 bpd
  (58.6%) in 1995 to 85,500 bpd (56%) in 1996.
  Total refinery production was 159,000 bpd in 1997,
  152,600 bpd in 1996 and 154,800 bpd in 1995.
  
  Selling and administrative expenses decreased 7.6%
  in 1997 after increasing 16.1% in 1996.  The 1997
  decrease was primarily due to decreases in store
  level operating expenses which include decreases
  related to environmental expenses and decreases in
  advertising and insurance related accruals.
  Additionally, Coronet Security Systems operations,
  which were consolidated for a full year in 1996
  were only consolidated for the first quarter of
  1997 which resulting in a decrease in reported
  administrative costs of approximately $1.1
  million.  Coronet Security System's operations
  were contributed to a new corporation in March of
  1997.  The Company accounts for its investment in
  this new corporation under the equity method.
  Corporate administrative expenses in 1996 included
  approximately $1 million associated with a
  management reorganization. Partially offsetting
  these decreases were increases of approximately
  $.9 million in employee incentive payments ( from
  $1 million in 1996 to $1.9 million in 1997) due to
  improved Company performance.  The 1996 increase
  was primarily due to increases in store level
  operating expenses principally related to
  additional retail outlets acquired in the third
  quarter of 1995 which operated for a full year in
  1996 and to a same price cash or credit gasoline
  marketing strategy that increased credit card
  processing fees.   Also included in 1996 were
  increased labor costs resulting from the
  installation of branded fast food operations in
  certain retail outlets.  Additionally the Company
  recorded approximately $1 million in corporate
  administrative expenses associated with a
  management reorganization, $.8 million associated
  with certain long-range strategic  initiatives and
  $1 million in employee incentive payments due to
  improved Company performance. At December 31,
  1997, the Company operated 266 retail gasoline
  facilities and 70 convenience stores compared to
  264 retail gasoline facilities and 79 convenience
  stores at December 31, 1996 and 267 retail
  gasoline facilities and 81 convenience stores at
  December 31, 1995.
  
  Operating costs and expenses in 1997, 1996 and
  1995 include $.8 million, $.5 million and $.1
  million, respectively, of accrued non-
  environmental casualty related costs.
  Additionally, 1997 expenses include $1.7 million
  relating to the closure or sale of several
  marketing terminal locations and certain other
  corporate strategic initiatives.  Included in
  Operating costs and expenses in 1996 and 1995 were
  $1.9 million and $3.2 million, respectively,
  related to environmental matters.  Operating costs
  and expenses in 1997 and 1996 have been reduced by
  $1.8 million and $4.8 million, respectively,
  relating to adjustments in certain liability
  reserves.  Additionally, 1995 expenses also
  include $3.7 million related to retail units that
  have been closed.
  
  Depreciation and amortization in 1997 was
  comparable to 1996. Depreciation and amortization
  decreased 13.3% in 1996.  These decreases were
  primarily the result of the lower depreciable base
  due to the write-down of certain property, plant
  and equipment in connection with the
  implementation of Statement of Financial
  Accounting Standards No. 121 "Accounting for the
  Impairment of Long-Lived Assets and for Long-Lived
  Assets to be Disposed Of" (SFAS 121), effective
  October 1, 1995.  The lower depreciable base
  resulted in a reduction of 1996 depreciation and
  amortization by approximately $3.9 million
  compared to 1995.
  
  The loss from Write-down of property, plant and
  equipment of $80.5 million in 1995 is due to the
  initial adoption of SFAS 121 effective October 1,
  1995.  While all of the Company's long-lived
  assets are subject to the provisions of SFAS 121,
  circumstances indicated the carrying amount of
  assets used in the operation of the Tyler refinery
  would not be recoverable. As such, a write-down to
  estimated fair value was recorded.  The estimated
  fair  value of these assets was determined by an
  independent appraisal.  There were no indications
  of possible impairment relating to the remainder
  of the Company's long-lived assets.
  
  <PAGE>
  
  Interest and other income in 1997 increased $.6
  million after decreasing $3.4 million in 1996.
  The 1997 increase is due primarily to an increase
  in interest income of $1 million due to an
  increase in the average daily cash invested of
  $23.2 million which was partially offset by a loss
  of $.5 million from the equity in losses in
  affiliates.  The 1996 decrease is due primarily to
  the consolidation in the fourth quarter of 1995 of
  the Company's wholly-owned insurance subsidiaries
  which reported $2.3 million in equity earnings
  (and was recorded as "other income") in 1995.  The
  1996 income of the Company's wholly-owned
  insurance subsidiaries of approximately $.8
  million is reported as part of the Company's
  consolidated gross margin.  Additionally, interest
  income decreased $1.2 million due to a decrease in
  the average daily cash invested of $25.7 million.
  
  Interest expense in 1997 was comparable to 1996
  which was comparable to 1995.
  
  As previously discussed, in January 1995, the
  Company retired the remaining outstanding
  principal balance of the unsecured 10.42% Senior
  Notes (including a prepayment premium of $3.4
  million) with the proceeds from the sale of $125
  million of Unsecured 10.875% Senior Notes due
  February 1, 2005 which resulted in a net
  extraordinary loss in the first quarter of 1995 of
  $3.3 million (after reduction for the income tax
  benefit of $2 million).
  
  
  LIQUIDITY AND CAPITAL RESOURCES
  
  The Company's cash and cash equivalents were $.6
  million higher at year-end 1997 than at year-end
  1996.  The increase was attributable to cash
  provided by operating activities of $40.9 million
  and cash inflows from financing activities of $1.7
  million.  These inflows were partially offset by
  $42 million of net cash outflows from investment
  activities.
  
  Net cash inflows from operating activities in 1997
  is net of $19.3 million in net outflows relating
  to other assets and liabilities.  These outflows
  were primarily the result of increases in crude
  oil and finished product inventories due primarily
  to the expiration in 1997 of the crude oil
  processing contract with Statoil and decreases in
  crude oil and refined products payables.
  Partially offsetting these cash outflows were cash
  inflows relating to decreases in accounts
  receivable and decreases in prepaid insurance
  premiums.  Additional cash inflows relate to
  decreases in recoverable and deferred income
  taxes, increases in employee incentive plan
  accruals due to improved operating results in
  1997, increases in excise tax liabilities and
  increases in other accounts payable.  The timing
  of collection of the Company's receivables is
  impacted by the specific type of sale and
  associated terms.  Bulk sales of finished products
  are typically sold in  25,000 barrel increments
  with three day payment terms.  Rack sales at the
  Company's product terminals are sold by truckload
  (approximately 8,000 gallons) with seven to ten
  day payment terms.  While the Company's overall
  sales are aligned to its refining capability,
  receivables can vary between periods depending
  upon the specific type of sale and associated
  payment terms for sales near the end of a
  reporting period.
  
  Net cash inflows from financing activities in 1997
  relates primarily to net proceeds of $.9 million
  from issuances of the Company's Class B Common
  Stock due to exercises of stock options and to net
  proceeds of $.4 million from the reduction of long-
  term notes receivable.
  
  Net cash outflows from investment activities in
  1997 consisted principally of capital expenditures
  of $31.9 million (which includes $17.4 million
  related to the marketing area, $9.7 million for
  refinery operations and $4.8 million related to
  corporate strategic projects) and $14.1 million of
  refinery deferred turnaround costs.  Additionally,
  cash outflows from investing activities include
  $3.9 million in capitalized costs of software
  developed for the Company's own use.  The total
  outflows from investment activities were partially
  offset by proceeds from the sale of property,
  plant and equipment of $7.3 million.
  
  The ratio of current assets to current liabilities
  was 1.47:1 and 1:29 : 1, respectively, at December
  31, 1997 and 1996.  If FIFO values had been used
  for all inventories, the ratio of current assets
  to current liabilities would have been 1.63:1 at
  December 31, 1997 and 1.60:1 at December 31, 1996.
  
  <PAGE>
  
  Like other petroleum refiners and marketers, the
  Company's operations are subject to extensive and
  rapidly changing federal and state environmental
  regulations governing air emissions, waste water
  discharges, and solid and hazardous waste
  management activities.  The Company's policy is to
  accrue environmental and clean-up related costs of
  a non-capital nature when it is both probable that
  a liability has been incurred and that the amount
  can be reasonably estimated.  While it is often
  extremely difficult to reasonably quantify future
  environmental related expenditures, the Company
  anticipates that a significant capital investment
  will be required over the next several years to
  comply with existing regulations.  The Company
  believes that cash provided from its operating
  activities, together with other available sources
  of liquidity will be sufficient to fund these
  costs. The Company had recorded a liability of
  approximately $11.1 million as of December 31,
  1997 to cover the estimated costs of compliance
  with environmental regulations which are not
  anticipated to be of a capital nature.  The
  liability of $11.1 million includes accruals for
  issues extending past 1998.
  
  Environmental liabilities are subject to
  considerable uncertainties which affect the
  Company's ability to estimate its ultimate cost of
  remediation efforts.  These uncertainties include
  the exact nature and extent of the contamination
  at each site, the extent of required clean-up
  efforts, varying costs of alternative remediation
  strategies, changes in environmental remediation
  requirements, the number and financial strength of
  other potentially responsible parties at multi-
  party sites, and the identification of new
  environmental sites.  As a result, charges to
  income for environmental liabilities could have a
  material effect on results of operations in a
  particular quarter or year as assessments and
  remediation efforts proceed or as new claims
  arise.  However, management is not aware of any
  matters which would be expected to have a material
  adverse effect on the Company.
  
  During 1998, the Company estimates environmental
  expenditures at the Pasadena and Tyler refineries,
  of at least $2.5 million and $1.4 million,
  respectively.  Of these expenditures, it is
  anticipated that $1.5 million for Pasadena and $1
  million for Tyler will be of a capital nature,
  while $1 million and $.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 1998.
  
  As a result of a strong balance sheet and overall
  favorable credit relationships,  the Company has
  been able to maintain open lines of credit with
  its major suppliers.  Effective August 1, 1997,
  the Company entered into the First Restated Credit
  Agreement (Restated Credit Agreement) which is
  essentially a renewal of the Revolving Credit
  Agreement dated as of September 25, 1995, as
  amended.  Management believes the Restated Credit
  Agreement will adequately provide anticipated
  working capital requirements as well as support
  future growth opportunities.  Under the Restated
  Credit Agreement, the Company had outstanding as
  of December 31, 1997, irrevocable standby letters
  of credit in the principal amount of $17.7 million
  for purposes in the ordinary course of business
  and unused commitments totaling $92.3 million. At
  December 31, 1997, the Company was in compliance
  with all covenants and provisions of the First
  Restated Credit Agreement effective as of August
  1, 1997.  Meeting the covenants imposed by the
  Restated Credit Agreement is dependent, among
  other things, upon the level of future earnings.
  During the first quarter of 1998, refinery margins
  have continued to decline throughout the industry
  due to a number of factors.  If this decline
  continues, revisions to the convenants and
  provisions of the Restated Credit Agreement may be
  required for the Company to remain in compliance.
  Due to the industry-wide nature of the margin
  reductions, it is management's opinion but there
  can be no assurance that the Company will be able
  to obtain the revisions to the convenants and
  provisions of the Restated Credit Agreement should
  they become necessary.
  
  At the Company's option, the Unsecured 10.875%
  Senior Notes (Notes) may be redeemed at 105.438%
  of the principal amount at any time after January
  31, 2000 and thereafter at an annually declining
  premium over par until February 1, 2003 when they
  are redeemable at par.  The Notes were issued
  under an Indenture which includes certain
  restrictions and limitations customary with senior
  indebtedness of this type including, but not
  limited to, the payment of dividends and the
  repurchase of capital stock.  There are no sinking
  fund requirements on the Notes.
  
  The Purchase Money Lien effective December 1, 1993
  discussed in Note C of Notes to Consolidated
  Financial Statements on page 28 of this report, is
  secured by certain service station and terminal
  equipment and office furnishings having a cost
  basis of $6.5 million.  The effective rate for
  this Purchase Money Lien is 6.65%.  Ninety percent
  of the principal is payable in 60 equal monthly
  installments which commenced in February 1994 with
  a balloon payment of 10% of the principal payable
  in January 1999.
  
  <PAGE>
  
  Effective August 11, 1997, the Company entered
  into a Purchase Money Lien (Money Lien) for the
  financing of land, buildings and equipment at
  certain service station and convenience store
  locations.  Each draw-down for land and buildings
  under the Money Lien is repayable in 72 monthly
  installments based on twelve year amortization
  with the remaining principal balance payable after
  72 months.  Each draw-down for equipment under the
  Money Lien is repayable in 60 monthly
  installments.  The effective rate of each draw-
  down is based upon a fixed spread over the then
  current six year or five year U.S. Treasury Note
  rate for land and buildings, and equipment,
  respectively.  The Money Lien allows for a maximum
  draw-down of $10 million.  At December 31, 1997,
  the Company has drawn $1.8 million from the Money
  Lien.  The Money Lien is secured by the service
  station and convenience store land, buildings and
  equipment having a cost basis of $2.3 million at
  December 31, 1997.  It is the Company's intention
  to draw the remaining balance by the end of fiscal
  year 1998.
  
  In addition, the Company has arranged a $6 million
  Lease Line of Credit (Lease Line) to finance point-
  of-sale computer equipment to be installed at its
  company operated retail facilities.  At December 31,
  1997, the Company has drawn $3.9 million of the
  Lease Line and expects to utilize the remaining
  balance in 1998.
  
  The Company's management is involved in a continual
  process of evaluating growth opportunities in its
  core business as well as its capital resource
  alternatives.  Total capital expenditures and
  deferred turnaround costs in 1998 are projected to
  approximate $57 million.  The capital expenditures
  relate primarily to planned enhancements at the
  Company's refineries, retail unit improvements and
  to company-wide environmental requirements.  The
  Company believes that cash provided from its
  operating activities, together with other available
  sources of liquidity, including the First Restated
  Credit Agreement or a successor agreement, will be
  sufficient over the next several years to make
  required payments of principal and interest on its
  debt, permit anticipated capital expenditures and
  fund the Company's working capital requirements.
  The First Restated Credit Agreement expires on
  September 30, 1999 but may be extended for a period
  of one year upon agreement between the Company and a
  majority of the participant banks.  Any major
  acquisition would likely require a combination of
  additional debt and equity.
  
  The Company places its temporary cash investments in
  high credit quality financial instruments which are
  in accordance with the covenants of the Company's
  financing agreements.  These securities mature
  within ninety days, and, therefore, bear minimal
  risk.  The Company has not experienced any losses on
  its investments.
  
  The Company faces intense competition in all of the
  business areas in which it operates.  Many of the
  Company's competitors are substantially larger and
  therefore, the Company's earnings can be affected by
  the marketing and pricing policies of its
  competitors, as well as changes in raw material
  costs.
  
  Merchandise sales and operating revenues from the
  Company's convenience stores are seasonal in nature,
  generally producing higher sales and net income in
  the summer months than at other times of the year.
  Gasoline sales, both at the Crown multi-pumps and
  convenience stores, are also somewhat seasonal in
  nature and, therefore, related revenues may vary
  during the year.  The seasonality does not, however,
  negatively impact the Company's overall ability to
  sell its refined products.
  
  The Company maintains business interruption
  insurance to protect itself against losses resulting
  from shutdowns to refinery operations from fire,
  explosions and certain other insured casualties.
  Business interruption coverage begins for such
  losses in excess of $1 million.
  
  The Company has disclosed in Note I of Notes to
  Consolidated Financial Statements on page 35 of this
  report, various contingencies which involve
  litigation, environmental liabilities and
  examinations by the Internal Revenue Service.
  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 on page 8 of this report, the Company's
  collective bargaining agreement at its Pasadena
  refinery expired on February 1, 1996, and on
  February 5, 1996, the Company invoked a lock out of
  employees in the collective bargaining unit.  The
  Company has been operating the Pasadena refinery
  without interruption since the lock out and intends
  to continue full operations until an agreement is
  reached with the collective bargaining unit.
  
  <PAGE>
  
  EFFECTS OF INFLATION AND CHANGING PRICES
  
  The Company's Consolidated Financial Statements
  are prepared on the historical cost method of
  accounting and, as a result, do not reflect
  changes in the dollar's purchasing power.  In
  the capital intensive industry in which the
  Company operates, the replacement costs for its
  properties would generally far exceed their
  historical costs.  As a result, depreciation
  would be greater if it were based on current
  replacement costs.  However, since the
  replacement facilities would reflect
  technological improvements and changes in
  business strategies, such facilities would be
  expected to be more productive and versatile
  than existing facilities, thereby increasing
  profits and mitigating increased depreciation
  and operating costs.
  
  In recent years, crude oil and refined
  petroleum product prices have been volatile
  which has impacted working capital
  requirements.  If the prices increase in the
  future, the Company would expect a related
  increase in working capital needs.
  
  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 significantly
  fluctuate from time to time.  Crude oil and
  refined products are commodities whose price
  levels are determined by market forces beyond
  the control of the Company.  Additionally, due
  to the seasonality of refined products and
  refinery maintenance schedules, results of
  operations for any particular quarter of a
  fiscal year are not necessarily indicative of
  results for the full year.  In general, prices
  for refined products are significantly
  influenced by the price of crude oil.  Although
  an increase or decrease in the price for crude
  oil generally results in a corresponding
  increase or decrease in prices for refined
  products, often there is a lag time in the
  realization of the corresponding increase or
  decrease in prices for refined products.  The
  effect of changes in crude oil prices on
  operating results therefore depends in part on
  how quickly refined product prices adjust to
  reflect these changes.  A substantial or
  prolonged increase in crude oil prices without
  a corresponding increase in refined product
  prices, a substantial or prolonged decrease in
  refined product prices without a corresponding
  decrease in crude oil prices, or a substantial
  or prolonged decrease in demand for refined
  products could have a significant negative
  effect on the Company's earnings and cash
  flows.
  
  The Company is dependent on refining and
  selling quantities of refined products at
  margins sufficient to cover operating costs,
  including any future inflationary pressures.
  The refining business is characterized by high
  fixed costs resulting from the significant
  capital outlays associated with refineries,
  terminals and related facilities.  Furthermore,
  future regulatory requirements or competitive
  pressures could result in additional capital
  expenditures, which may or may not produce
  desired results.  Such capital expenditures may
  require significant financial resources that
  may be contingent on the Company's continued
  access to capital markets and commercial bank
  financing on favorable terms.
  
  <PAGE>
  
  Purchases of crude oil supply are typically
  made pursuant to relatively short-term,
  renewable contracts with numerous foreign and
  domestic major and independent oil producers,
  generally containing market-responsive pricing
  provisions.  Futures, forwards and exchange
  traded options are used to minimize the
  exposure of the Company's refining margins to
  crude oil and refined product fluctuations.
  The Company also uses the futures market to
  help manage the price risk inherent in
  purchasing crude oil in advance of the delivery
  date, and in maintaining the inventories
  contained within its refinery and pipeline
  system.  Hedging strategies used to minimize
  this exposure include fixing a future margin
  between crude and certain finished products and
  also hedging fixed price purchase and sales
  commitments of crude oil and refined products.
  While the Company's hedging activities are
  intended to reduce volatility while providing
  an acceptable profit margin on a portion of
  production, the use of such a program can
  effect the Company's ability to participate in
  an improvement in related product profit
  margins. Although the Company's net sales and
  operating revenues fluctuate significantly with
  movements in industry crude oil prices, such
  prices do not have a direct relationship to net
  earnings, which are subject to the impact of
  the Company's LIFO method of accounting
  discussed below.  The effect of changes in
  crude oil prices on the Company's operating
  results is determined more by the rate at which
  the prices of refined products adjust to
  reflect such changes.
  
  The following table estimates the sensitivity
  of the Company's income before taxes to price
  changes which impact its refining and retail
  margins based on a representative production
  rate for the Refineries and a representative
  amount of total gasoline sold at the Company's
  retail units:
  
  
  <TABLE>
  <CAPTION>
  
      EARNINGS SENSITIVITY    CHANGE                   ANNUAL IMPACT
      --------------------     -------  -------------
  <S>                 <C>     <C>
      Refining margin         $0.10/bbl                $ 5.8 million
      Retail margin  $0.01/gal                         $ 5.3 million
  
  </TABLE>
  
  The Company conducts environmental assessments
  and remediation efforts at multiple locations,
  including operating facilities and previously
  owned or operated facilities.  The Company
  accrues environmental and clean-up related
  costs of a non-capital nature when it is both
  probable that a liability has been incurred and
  the amount can be reasonably estimated.
  Accruals for losses from environmental
  remediation obligations generally are
  recognized no later than completion of the
  remedial feasibility study.  Estimated costs,
  which are based upon experience and
  assessments, are recorded at undiscounted
  amounts without considering the impact of
  inflation, and are adjusted periodically as
  additional or new information is available.
  Expenditures for equipment necessary for
  environmental issues relating to ongoing
  operations are capitalized.
  
  The Company's crude oil, refined products and
  convenience store merchandise and gasoline
  inventories are valued at the lower of cost
  (based on the last-in, first-out or LIFO method
  of accounting) or market, with the exception of
  crude oil inventory held for resale which is
  valued at the lower of cost (based on the first-
  in first-out or FIFO method of accounting) or
  market.  Under the LIFO method, the effects of
  price increases and decreases in crude oil and
  other feedstocks are charged directly to the
  cost of refined products sold in the period
  that such price changes occur.  In periods of
  rising prices, the LIFO method may cause
  reported operating income to be lower than
  would otherwise result from the use of the FIFO
  method.  Conversely, in periods of falling
  prices the LIFO method  may cause reported
  operating income to be higher than would
  otherwise result from the use of the FIFO
  method.  In addition, the Company's use of the
  LIFO method understates the value of
  inventories on the Company's consolidated
  balance sheet as compared to the value of
  inventories under the FIFO method.
  
  
  
  
  
  
  
  
  
                      [This space intentionally left blank]
  
  
  
  <PAGE>
  
  IMPACT OF YEAR 2000
  
  The Year 2000 Issue is the result of computer
  programs being written using two digits rather
  than four to determine the applicable year.
  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,
  send invoices, or engage in similar normal
  business activities.
  
  In 1993, the Company began a long-term project
  which 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 a state-of-the-art
  fully integrated software package which will
  allow for operating and record keeping
  efficiencies to more quickly provide the
  Company's management with the information it
  needs to make operating decisions.  This
  software is Year 2000 ready.  As such, the
  costs associated with the Year 2000 Issue are
  inseparable from the costs of implementing the
  new fully integrated software and no separate
  estimate is necessary.  Project plans call for
  the completion of the implementation and
  testing of this software prior to any
  anticipated Year 2000 impact.
  
  The Company plans to initiate formal
  communications with all of its significant
  suppliers and large customers during 1998 to
  determine the extent to which the Company's
  interface systems are vulnerable to those third
  parties' failure to remediate their own Year
  2000 Issues.  The estimated costs and time
  associated with the impact of third party Year
  2000 Issues cannot be made until the evaluation
  of the extent of the Company's vulnerability to
  suppliers and large customers Year 2000 issues
  is completed.
  
  Based on management's best estimates, which
  were derived utilizing numerous assumptions of
  future events, including the continued
  availability of certain resources and other
  factors, the Company believes it will complete
  the implementation of the new fully integrated
  software prior to any adverse Year 2000 impact.
  However, there can be no guarantee that these
  estimates will be achieved and the actual date
  of full implementation could differ materially
  from the estimated date.  Specific factors that
  might cause such material differences include,
  but are not limited to, the availability of
  personnel knowledgeable with this software and
  similar uncertainties.
  
  
  
  
  
  
  
                      [This space intentionally left blank]
  
  
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
  
                           CONSOLIDATED BALANCE SHEETS
              Crown Central Petroleum Corporation and Subsidiaries
                             (thousands of dollars)
  
  
  
                                               December 31
                                             1997        1996
                                         ---------   -----------
                                         --
   <S>                                   <C>         <C>
   ASSETS
                                                     
   CURRENT ASSETS                                    
    Cash and cash equivalents            $ 36,622    $
                                                     36,031
    Accounts receivable, less                        
   allowance for
      doubtful accounts (1997--$738;                 
   1996--                                 102,529      113,447
        $1,079)
    Recoverable income taxes                3,819        4,820
    Inventories                           109,279       66,004
    Other current assets                    2,097       13,207
                                         ---------   -----------
                                         --
      TOTAL CURRENT ASSETS                254,346      233,509
                                                     
                                                     
                                                     
   INVESTMENTS AND DEFERRED CHARGES        44,448       33,807
                                                     
                                                     
                                                     
   PROPERTY, PLANT AND EQUIPMENT                     
    Land                                   45,148       44,438
    Petroleum refineries                  364,081      374,490
    Marketing facilities                  200,011      195,366
    Pipelines and other equipment          25,823       25,944
                                         ---------   -----------
                                         --
                                          635,063      640,238
                                                     
      Less allowance for depreciation     339,854      342,321
                                         ---------   -----------
                                         --
       NET PROPERTY, PLANT AND            295,209      297,917
   EQUIPMENT
                                                     
                                         ---------   -----------
                                         --
                                         $594,003    $ 565,233
                                         =========   ===========
                                         ==
  
  <FN>
  
                                                See    notes   to   consolidated
  financial statements
  </FN>
  </TABLE>
  
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
  
                                        
                           CONSOLIDATED BALANCE SHEETS
              Crown Central Petroleum Corporation and Subsidiaries
                             (thousands of dollars)
  
  
  
                                               December 31
                                             1997        1996
                                         ---------   ----------
                                         --          -
   <S>                                   <C>         <C>
   LIABILITIES AND STOCKHOLDERS'
   EQUITY
                                                     
                                                     
   CURRENT LIABILITIES                               
    Accounts payable:                                
     Crude oil and refined products       $104,391   $112,532
     Other                                 20,366     17,130
    Accrued liabilities                    46,766     49,594
    Current portion of long-term debt       1,498      1,379
                                          ---------  --------
                                          -          --
    TOTAL CURRENT LIABILITIES             173,021    180,635
                                                     
   LONG-TERM DEBT                         127,506    127,196
                                                     
   DEFERRED INCOME TAXES                   43,854     30,535
                                                     
   OTHER DEFERRED LIABILITIES              42,267     39,492
                                                     
                                                     
   COMMON STOCKHOLDERS' EQUITY                       
    Class A Common Stock--par value $5               
   per
        share:
    Authorized--7,500,000 shares;                    
    issued and outstanding shares--                  
    4,817,394 in 1997 and in 1996          24,087     24,087
                                                     
    Class B Common Stock--par value $5               
   per
        share:
    Authorized--7,500,000 shares;                    
    issued and outstanding shares--                  
    5,240,774 in 1997 and 5,165,786 in     26,204     25,829
   1996
    Additional paid-in capital             94,655     91,817
    Unearned restricted stock              (5,291)    (2,951
                                                     )
    Retained Earnings                      67,700     48,593
                                          ---------  --------
                                          -          --
    TOTAL COMMON STOCKHOLDERS' EQUITY     207,355    187,375
                                          ---------  --------
                                          -          --
                                                     
                                          $594,003   $565,233
                                          =========  ========
                                          =          ==
                                                     
  <FN>
  
                                             See notes to consolidated
  financial statements
  </FN>
  </TABLE>
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              Crown Central Petroleum Corporation and Subsidiaries
                (thousands of dollars, except per share amounts)
  
                                              Year Ended December 31
                                             1997     1996       1995
                                          --------- ---------  ---------
                                          -         -          -
  <S>                                     <C>       <C>        <C>
  REVENUES                                                     
   Sales and operating revenues           $1,602,   $1,635,2   $1,451,
                                          624       76         349
                                                               
  OPERATING COSTS AND EXPENSES                                 
   Costs and operating expenses            1,438,              1,340,596
                                          879       1,498,647
  Selling and administrative expenses       88,811   96,098    82,792
   Depreciation and amortization            31,623   31,756    36,640
   Sales, abandonments and write-down                          
  of
         property, plant and equipment:
  Write-down of property, plant and                            
   equipment                                                      80,524
                                                               
  Sales and abandonments of property,         402       217      (311)
  plant and equipment
                                          --------- ---------  ---------
                                          --        -          -
                                          1,559,7   1,626,7    1,540,
                                          15        18         241
                                          --------- ---------  ---------
                                          -         -          -
                                                4          8         (
   OPERATING INCOME (LOSS)                2,909     ,558       88,892)
                                                2          2         5
   Interest and other income              ,617      ,001       ,351
                                                (          (         (
   Interest expense                       14,168)   13,982)    14,948)
                                          --------- ---------  ---------
                                          -         -          -
  INCOME (LOSS) BEFORE INCOME TAXES AND         3          (         (
  EXTRAORDINARY ITEM                      1,358     3,423 )    98,489)
                                                               
  INCOME TAX EXPENSE (BENEFIT)            12,123       (656)   (31,122)
                                          --------- ---------  ---------
                                          -         -          -
  INCOME (LOSS) BEFORE EXTRAORDINARY      19,235     (2,767)   (67,367)
  ITEM
                                                               
  EXTRAORDINARY (LOSS) FROM EARLY                              
  EXTINGUISHMENT
   OF DEBT (NET OF INCOME TAX BENEFIT                          (3,257)
  OF $2,039)
                                          --------- ---------  ---------
                                          -         -          -
  NET INCOME (LOSS)                       $19,235   $(2,767)   $(70,624
                                                               )
                                          ========= =========  =========
                                          =         =          =
  EARNINGS PER COMMON SHARE:                                   
   Income (Loss) Before Extraordinary     $ 1.97    $  (.28)   $(6.95)
  Item
   Extraordinary (Loss) from Early                             
  Extinguishment of Debt                                         (.33)
                                          --------- ---------  ---------
                                          -         -          -
   Net Income (Loss)                      $ 1.97    $  (.28)   $(7.28)
                                          ========= =========  =========
                                          =         =          =
  EARNINGS PER COMMON SHARE - ASSUMING                         
  DILUTION:
   Income (Loss) Before Extraordinary     $ 1.94    $  (.28)   $(6.95)
  Item
   Extraordinary (Loss) from Early                             
  Extinguishment of Debt                                         (.33)
                                          --------- ---------  ---------
                                          -         -          -
   Net Income (Loss)                      $ 1.94    $  (.28)   $(7.28)
                                          ========= =========  =========
                                          =         =          =
  <FN>
  See notes to consolidated financial statements
  </FN>
  </TABLE>
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
        CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
              Crown Central Petroleum Corporation and Subsidiaries
                (thousands of dollars, except per share amounts)
  
                     Class A         Class B      AdditionalUnearned         
                  Common Stock    Common Stock    Paid-In RestricteRetained 
                                                          d
                  Shares  Amount  Shares   Amount Capital  Stock   Earnings  Total
                 -------------------------- ------- ------------------------- -------
                                 --        -       -                -        -
<S>              <C>      <C>    <C>       <C>     <C>     <C>      <C>      <C>
BALANCE AT                                                                   
  JANUARY 1, 19954,817,392$24,087$4,985,70 $24,929 $ 90,549$ (1,266 $122,162 $260,
                                 6                        )                 461
                                                                             
Net (loss) for                                                      (70,624  (70,624            )
1995                                                               )
Adjustment to                                                                
  minimum pension
liability, net                                                               
of deferred
income
tax benefit of                                                               
   $174                                                               (324   (324)
                                                                   )
Stock registered                                                             
to participants
of stock                                                                     
incentive
   plans                         149,800       749 1,273    (2,022           
                                                          )
Market value                                                                 
adjustments to
   Unearned                                                                  
   Restricted                                      445     (445)
  Stock
Other                                52             (18)                      (18)
                 -------------------------- ------- ------------------------- -------
                                 -                -                         --
BALANCE AT                                                                   
  DECEMBER 31,   4,817,39224,087 5,135,558 25,678  92,249   (3,733    51,214 189,495
  1995                                                    )
                                                                             
Net (loss) for                                                       (2,767  (2,767             )
1996                                                               )
Adjustment to                                                                
    minimum
  pension
  liability, net                                                             
    of deferred
  income taxes
  of $79                                                              146     146
Stock registered                                                             
to participants
   of stock                                                                  
   incentive
 plans                           45,450     227     466       (693           
                                                          )
Cancellation of                                                              
non-vested stock
 registered to                                                               
    participants
  of
  stock                                                                      
incentive                        (51,050   (255)   (591)     846
plans                            )
Stock option                                                                 
    exercises                     35,828    179     337                       516
Market value                                                                 
   adjustments to
   Unearned
Restricted Stock                                   (629)     629             
Other                                               (15)                      (15)
                 2
                 -------------------------- ------- ------------------------- -------
                                 -                -                         --
BALANCE AT                                                                   
  DECEMBER 31,   4,817,39424,087 5,165,786 25,829  91,817   (2,951    48,593 187,375
  1996             of $133                                )
                                                                             
Net income for                                                        19,235 19,235
1997
Adjustment to                                                                
minimum pension
   liability,                                                                
   net of
  deferred
   income tax                                                                
   benefit of                                                         (128   (128)
$69                                                                )
Stock registered                                                             
to participants
 of stock                                                                    
   incentive
   plans                         92,700     464     736    (1,200)           
Cancellation of                                                              
non-vested stock
   registered to                                                             
   participants
  of
   stock                                                                     
incentive                        (81,700   (409)   (571)     980    
   plans                         )
Stock option                                                                 
    exercises                     63,988    320     557                       877
Market value                                                                 
 adjustments to
   Unearned                                                                  
   Restricted                                       2,120  (2,120
  Stock                                                   )
Other                                                (4)                       (4)
                 -------------------------- ------- ------------------------- -------
                                 -                                          -
BALANCE AT                                                                   
  DECEMBER 31,   4,817,394$24,0875,240,774 $26,204 $94,655 $(5,291  $67,700  $207,
  1997             OF $133                                )                 355
                 ========================== ======= ================ ======== =======
                                                                            =
  
  <FN>
  See notes to consolidated financial statements
  </FN>
  </TABLE>
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              Crown Central Petroleum Corporation and Subsidiaries
                             (thousands of dollars)
  
  
  
                                      Year Ended December 31
                                    1997        1996        1995
                                ---------- -----------  ---------
                                --         --           --
<S>                             <C>        <C>          <C>
CASH FLOWS FROM OPERATING                               
ACTIVITIES
Net income (loss)                $19,235   $  (2,767    $(70,624
                                           )            )
Reconciling items from net                              
 income (loss) to net cash
 provided by operating                                  
 activities:
 Depreciation and amortization    31,623      31,756     36,640
  and equipment                      402         217       (311)
Write-down from                                         
implementation of SFAS No. 121                          
                                                         80,524
 Equity loss (earnings) in                              
   unconsolidated subsidiaries       500                 (2,369)
 Deferred income taxes            10,310      (1,406    (25,986)
                                           )
 Other deferred items             (1,446)      1,837      1,880
 Extraordinary loss                                       3,257
Changes in assets and                                   
    liabilities
 Accounts receivable              10,918      (7,648     23,185
                                           )
 Inventories                     (43,275)     30,021     (1,092)
 Other current assets             11,110     (10,612     (1,331)
                                           )
 Crude oil and refined                                  
    products payable              (8,141)        496    (38,841)
 Other accounts payable            3,236      (7,157     (5,701)
                                           )
 Accrued liabilities and other                          
    deferred liabilities           2,443   (10,250 )     15,288
 Recoverable and deferred                               
    income taxes                   4,010   3,263         (6,245)
 Deferred financing costs                                (4,102)
  NET CASH PROVIDED BY          ---------- -----------  ---------
      OPERATING ACTIVITIES      -             27,750    -
                                  40,925                  4,172
                                ========== ===========  =========
                                =                       =
CASH FLOWS FROM INVESTMENT                              
ACTIVITIES
 Capital expenditures            (31,924)    (24,101    (41,010)
                                           )
 Proceeds from sales of                                 
    property, plant and                                 
    equipment                      7,337       2,494      6,359
 Investment in subsidiaries          136                  6,778
   Capitalization of software                           
     costs                        (3,946)     (6,077     (6,908)
                                           )
 Deferred turnaround                                    
     maintenance and other       (13,588)  (4,846  )     (2,637)
  NET CASH (USED IN)            ---------- -----------  ---------
     INVESTMENT ACTIVITIES      -            (32,530    -
                                 (41,985)  )            (37,418)
                                ========== ===========  =========
                                =                       =
CASH FLOWS FROM FINANCING                               
ACTIVITIES
 Proceeds from debt and credit                          
   agreement borrowings           27,776     108,000    142,711
 Repayments of debt and credit                          
   agreement borrowings          (27,378)  (109,522)    (122,755
                                                        )
 Net repayments (issuances)of                           
   long-term notes receivable        376   (228    )        467
 Issuances of common stock           877         516    
 NET CASH PROVIDED BY (USED     ---------- -----------  ---------
   IN) FINANCING ACTIVITIES        1,651      (1,234    -
                                           )             20,423
                                ========== ===========  =========
                                                        =
NET INCREASE (DECREASE) IN                              
CASH AND CASH EQUIVALENTS            591   (6,014  )    (12,823)
CASH AND CASH EQUIVALENTS AT                            
  BEGINNING OF YEAR               36,031   42,045        54,868
                                ---------- -----------  ---------
                                                        -
CASH AND CASH EQUIVALENTS AT                            
  END OF YEAR                    $36,622   $  36,031    $42,045
                                ========== ===========  =========
                                                        =
SUPPLEMENTAL DISCLOSURES OF                             
 CASH FLOW INFORMATION
 Cash paid during the year                              
   for:
  Interest (net of amount                               
     capitalized)                $13,232   $  13,007    $19,670
  Income taxes                     2,746         904      9,490
                                                        
<FN>                                                    
  
  See notes to consolidated financial statements
  
  </FN>
  </TABLE>
  
  
  <PAGE>
  
  
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Crown Central Petroleum Corporation and Subsidiaries
  
  
  
  
  NOTE  A--DESCRIPTION OF BUSINESS AND SUMMARY  OF
  ACCOUNTING POLICIES
  
  
  DESCRIPTION OF BUSINESS:  Crown Central
  Petroleum Corporation and subsidiaries (the
  Company) operates primarily in one business
  segment as an independent refiner and marketer
  of petroleum products, including petrochemical
  feedstocks.  The Company operates two
  refineries, one located near Houston, Texas
  with a rated capacity of 100,000 barrels per
  day of crude oil and another in Tyler, Texas
  with a rated capacity of 52,000 barrels per day
  of crude oil.  Its principal business is the
  wholesale and retail sale of its products
  through 13 product terminals located on three
  major product pipelines along the Gulf Coast
  and the Eastern Seaboard and in the Central
  United States and through a network of 336
  gasoline stations, convenience stores and mini-
  marts located in the Mid-Atlantic and
  Southeastern United States.
  
  Crude oil and refined products are the
  Company's principal raw materials and finished
  goods, respectively.  The price of crude oil
  and refined products are subject to worldwide
  market forces of supply and demand.  Prices can
  be volatile and fluctuations influence the
  Company's financial results.
  
  Employment at the Company's Pasadena and Tyler
  refineries represent approximately 11% and 8%,
  respectively, of the Company's total employment
  at December 31, 1997.  Additionally,
  approximately 67% of the Pasadena refinery
  employees and approximately 69% of the Tyler
  refinery employees are subject to collective
  bargaining agreements. The Company's collective
  bargaining agreement with the Oil Chemical &
  Atomic Workers Union (OCAW) covering employees
  at the Pasadena refinery expired on February 1,
  1996.  The Pasadena refinery employees subject
  to the OCAW agreement were locked out by the
  Company on February 5, 1996.  Negotiations for
  a new agreement are ongoing.
  
  Locot Corporation, a wholly-owned subsidiary of
  the Company, is the parent company of La Gloria
  Oil and Gas Company (La Gloria) which operates
  the Tyler refinery, a pipeline gathering system
  in Texas and product terminals located along
  the Texas Eastern Products Pipeline system.
  
  FZ Corporation, a wholly-owned subsidiary of
  the Company, is the parent company of Fast
  Fare, Inc. which operates two convenience store
  chains in six states, retailing both
  merchandise and gasoline.
  
  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 subsidiaries 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.
  
  CASH AND CASH EQUIVALENTS:  Cash in excess of
  daily requirements is invested in marketable
  securities with maturities of three months or
  less.  Such investments are deemed to be cash
  equivalents for purposes of the statements of
  cash flows.
  
  ACCOUNTS RECEIVABLE:  The majority of the
  Company's accounts receivable relate to sales
  of petroleum products to third parties
  operating in the petroleum industry.
  
  INVENTORIES:  The Company's crude oil, refined
  products, and convenience store merchandise and
  gasoline inventories are valued at the lower of
  cost (last-in, first-out) or market with the
  exception of crude oil inventory held for
  resale which is valued at the lower of cost
  (first-in, first-out) or market.  Materials and
  supplies inventories are valued at cost.
  Incomplete exchanges of crude oil and refined
  products due the Company or owing to other
  companies are reflected in the inventory
  accounts.
  
  <PAGE>
  
  PROPERTY, PLANT AND EQUIPMENT:  Property, plant
  and equipment is carried at cost.  Costs
  assigned to property, plant and equipment of
  acquired businesses are based on estimated fair
  value at the date of acquisition.  Depreciation
  and amortization of plant and equipment are
  primarily provided using the straight-line
  method over estimated useful lives.
  Construction in progress is recorded in
  property, plant and equipment.
  
  Expenditures which materially increase values,
  change capacities or extend useful lives are
  capitalized in property, plant and equipment.
  Routine maintenance, repairs and replacement
  costs are charged against current operations.
  At intervals of two or more years, the Company
  conducts a complete shutdown and inspection of
  significant units (turnaround) at its
  refineries to perform necessary repairs and
  replacements.  Costs associated with these
  turnarounds are deferred and amortized over the
  period until the next planned turnaround, which
  generally ranges from 24 to 48 months.
  
  Upon sale or retirement, the costs and related
  accumulated depreciation or amortization are
  eliminated from the respective accounts and any
  resulting gain or loss is included in income.
  
  Effective October 1, 1995, the Company adopted
  Statement of Financial Accounting Standards No.
  121 "Accounting for the Impairment of Long-
  Lived Assets and for Long-Lived Assets to be
  Disposed Of,"  (SFAS 121).  SFAS 121 requires
  that long-lived assets and certain identifiable
  intangibles, including goodwill, to be held and
  used by an entity, be reviewed for impairment
  whenever events or changes in circumstances
  indicate that the carrying amount of the
  asset(s) may not be recoverable.  At the time
  of adoption, the decline in operating margins
  and continuing operating losses were indicators
  of potential impairment at the Company's Tyler
  refinery.  The estimated undiscounted cash
  flows anticipated from operating this refinery
  indicated that a write-down to fair market
  value was required under SFAS 121.  This write-
  down from the initial adoption of SFAS 121
  resulted in a charge to income before income
  taxes of $80.5 million which is included in the
  Statement of Operations as Write-downs of
  property, plant and equipment.  The estimated
  fair value of these assets was determined by an
  independent appraisal.
  
  SOFTWARE CAPITALIZATION:  Costs of developing
  and implementing software designed for the
  Company's own use are capitalized as incurred.
  Amortization is provided using the straight-
  line method over the estimated remaining useful
  lives of the related software.
  
  ENVIRONMENTAL COSTS:  The Company conducts
  environmental assessments and remediation
  efforts at multiple locations, including
  operating facilities, and previously owned or
  operated facilities.  Estimated closure and
  post-closure costs for active, refinery and
  finished product terminal facilities are not
  recognized until a decision for closure is
  made.  Estimated closure and post-closure costs
  for active and operated retail marketing
  facilities and costs of environmental matters
  related to ongoing refinery, terminal and
  retail marketing operations are recognized as
  follows.  Expenditures for equipment necessary
  for environmental issues relating to ongoing
  operations are capitalized.  The Company
  accrues 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.
  Accruals for losses from environmental
  remediation obligations generally are
  recognized no later than completion of the
  remediation feasibility study.  Estimated
  costs, which are based upon experience and
  assessments, are recorded at undiscounted
  amounts without considering the impact of
  inflation, and are adjusted periodically as
  additional or new information is available.
  
  SALES AND OPERATING REVENUES:  Resales of crude
  oil are recorded net of the related crude oil
  cost (first-in, first-out) in sales and
  operating revenues.
  
  INTEREST CAPITALIZATION:  Interest costs
  incurred during the construction and
  preoperating stages of significant construction
  or development projects is capitalized and
  subsequently amortized by charges to earnings
  over the useful lives of the related assets.
  
  AMORTIZATION OF GOODWILL:  The excess purchase
  price of acquisitions of businesses over  the
  estimated  fair value of  assets acquired is
  being amortized on a straight-line basis over
  20 years.
  
  DERIVATIVE FINANCIAL INSTRUMENTS:  Futures,
  forwards and exchange traded options are used
  to minimize the exposure of the Company's
  refining margins to crude oil and refined
  product price fluctuations.  The Company also
  uses the futures market to 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.
  Futures, forwards and exchange traded options
  entered into with commodities brokers and other
  integrated oil and gas companies are utilized
  to execute the Company's strategies.  These
  instruments generally allow for settlement at
  the end of their term in either cash or
  product.
  
  <PAGE>
  
  Net realized gains and losses from these
  hedging strategies are recognized in costs and
  operating expenses when the associated refined
  products are sold.  Unrealized gains and losses
  represent the difference between the market
  price of refined products and the price of the
  derivative financial instrument, inclusive of
  refining costs.  Individual transaction
  unrealized gains and losses are deferred in
  other current assets and liabilities to the
  extent that the associated refined products
  have not been sold.  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
  refined product profit margins.
  
  CREDIT RISK - The Company is potentially
  subjected to concentrations of credit risk with
  accounts receivable and futures, forwards and
  exchange traded options for crude oil and
  finished products.  Because the Company has a
  large and diverse customer base with no single
  customer accounting for a significant
  percentage of accounts receivable, there was no
  material concentration of credit risk in these
  accounts at December 31, 1997.  The Company
  evaluates the credit worthiness of the
  counterparties to futures, forwards and
  exchange traded options and considers non-
  performance credit risk to be remote.  The
  amount of exposure with such counterparties is
  generally limited to unrealized gains on
  outstanding contracts.
  
  STOCK BASED COMPENSATION - The Company has
  adopted the disclosure provisions prescribed by
  SFAS 123 which permit companies to continue to
  value their stock-based compensation using the
  intrinsic value method prescribed by Accounting
  Principles Board Opinion No. 25 while providing
  proforma disclosures of net income and earnings
  per share calculated using the fair value based
  method.
  
  RECENTLY ISSUED PRONOUNCEMENTS -In June 1997,
  the Financial Accounting Standards Board (FASB)
  issued Statement of Financial Accounting
  Standards No. 130, Reporting Comprehensive
  Income (SFAS No. 130), which applies to all
  enterprises that provide a full set of
  financial statements that report financial
  position, results of operations, and cash
  flows.  The provisions of SFAS No. 130 are
  effective for fiscal years beginning after
  December 15, 1997 with earlier application
  permitted.  Since the Company currently has no
  material items of other comprehensive income as
  defined by this Statement, the adoption of SFAS
  No. 130 in the first quarter of 1998 is not
  expected to have an impact on the Company's
  financial statements.
  
  Also in June 1997, the FASB issued Statement of
  Financial Accounting Standards No. 131,
  Disclosures about Segments of an Enterprise and
  Related Information (SFAS No. 131), which
  applies to all public business enterprises that
  are required to file financial statements with
  the Securities and Exchange Commission or that
  provide financial statements for the purpose of
  issuing any class of securities in a public
  market.  SFAS No. 131 requires that public
  business enterprises report certain information
  about operating segments in complete annual
  sets of financial statements and in condensed
  financial statements of interim periods issued
  to shareholders.  This Statement is effective
  for fiscal years beginning after December 15,
  1997 with earlier application encouraged.  This
  Statement need not be applied to interim
  financial statements in the initial year of
  application.  The Company expects to adopt SFAS
  No. 131 in the fourth quarter of 1998.
  
  
  NOTE B--INVENTORIES
  
  <TABLE>
  <CAPTION>
  
  
  Inventories consist of the following:
                                                    
                                           December 31
                                                     1996
                                          1997
                                          -----     ------
                                          --        -
                                          (thousands of
                                             dollars)
<S>                                     <C>       <C>
Crude oil                                $42,164  $22,150
Refined products                         79,905        8
                                                  4,516
                                        --------  -------
                                                  -
 Total inventories at FIFO                        
(approximates current cost)              122,069       1
                                                  06,666
LIFO allowance                           (25,586  (52,988
                                        )         )
                                        --------  -------
                                                  -
 Total crude oil and refined products     96,483  53,678
                                        --------  -------
                                                  -
                                                  
Merchandise inventory at FIFO                     
(approximates current cost)               6,806   6,001
LIFO allowance                           (1,929   (1,861
                                        )         )
                                        --------  -------
                                        -         --
 Total merchandise                        4,877   4,140
                                        --------  -------
                                        -         --
                                                  
Materials and supplies inventory at       7,919   8,186
FIFO
                                        --------  -------
                                        -         --
 Total Inventory                        $109,279  $66,004
                                        ========  =======
                                        =         ==
                                                  
  <FN>
  
  As  a result of a reduction in LIFO inventories, which were
  carried  at lower costs prevailing in prior years, the  net
  loss  for  1996  decreased  by approximately  $9.4  million
  ($.96 per share).
  </FN>
  </TABLE>
  
  
  <PAGE>
  
  
  NOTE C--LONG-TERM DEBT AND CREDIT ARRANGEMENTS
  
  <TABLE>
  <CAPTION>
  
  Long-term debt consists of the following:
  
                                           December 31
                                                      
                                          1997      1996
                                        --------    ------
                                        --          ----
                                        (thousands of
                                        dollars)
<S>                                     <C>       <C>
Unsecured 10.875% Senior Notes          $124,779  $124,748
Purchase Money Liens                    3,859        3,330
Other obligations                         366          497
                                        --------  --------
                                        -    1    128,575
                                        29,004
                                                  
Less current portion                    1,498     1,379
                                        --------  --------
 Long-Term Debt                         $127,506  $127,196
                                        ========  ========
                                                  
  <FN>
  
  
  The aggregate maturities of long-term debt through 2001
  are as follows (in thousands):
  1998 - $1,498;  1999 - $983;  2000 - $152;  2001 - $127;
  2002 - $86.
  
  </FN>
  </TABLE>
  
  
  On January 24, 1995, the Company completed the
  sale of $125 million of unsecured 10.875%
  Senior Notes due February 1, 2005 priced at
  99.75% (Notes).  Approximately $55 million of
  the net proceeds from the sale was used to
  retire the Company's outstanding 10.42% Senior
  Notes, including a net prepayment premium of
  $3.4 million, and $8 million was used to reduce
  amounts outstanding under the Company's
  unsecured bank lines.  The Notes were issued
  under an Indenture which includes certain
  restrictions and limitations customary with
  senior indebtedness of this type including, but
  not limited to, the payment of dividends and
  the repurchase of capital stock.  The
  retirement of the Company's outstanding 10.42%
  Senior Notes resulted in a net extraordinary
  loss in the first quarter of 1995 of $3.3
  million.
  
  Effective as of August 1, 1997, the Company
  entered into the First Restated Credit
  Agreement (Restated Credit Agreement) with
  NationsBank of Texas, N.A., as administrative
  agent and letter of credit agent, and
  BankBoston, N.A. as documentation agent and six
  other participant banks.  The Restated Credit
  Agreement is essentially a renewal of the
  Credit Agreement dated as of September 25,
  1995, as amended.  Under the Restated Credit
  Agreement, the banks have committed a maximum
  of $110 million to the Company for cash
  borrowings and letters of credit.  The
  Agreement allows for interest on outstanding
  borrowings to be computed under one of two
  methods based on the Base Rate or the London
  Interbank Offered Rate (all as defined).  The
  Restated Credit Agreement limits indebtedness
  (as defined) and cash dividends and requires
  the maintenance of various covenants including,
  but not limited to, minimum consolidated FIFO
  tangible net worth, minimum working capital,
  minimum FIFO net income or (loss) and a
  cumulative adjusted liquidity capacity test
  (all as defined).  The Company intends to use
  the Restated Credit Agreement for general
  corporate and working capital purposes.
  
  As of December 31, 1997, the Company had
  outstanding irrevocable standby letters of
  credit in the principal amount of $17.7
  million.  Unused commitments under the terms of
  the Credit Agreement totaling $92.3 million
  were available for future borrowings and
  issuance of letters of credit at December 31,
  1997.  The Company pays an annual commitment
  fee on the unused portion of the credit line.
  
  The Purchase Money Lien effective December 1,
  1993 is secured by certain service station
  equipment and office furnishings having a cost
  basis of $6.5 million.  The effective rate for
  the Purchase Money Lien is 6.65%.  Ninety
  percent of the principal is repayable in 60
  monthly installments with a balloon payment of
  10% of the principal payable in January 1999.
  
  Effective August 11, 1997, the Company entered
  into a Purchase Money Lien (Money Lien) for the
  financing of land, buildings and equipment at
  certain service station and convenience store
  locations.  Each borrowing for land and
  buildings under the Money Lien is repayable in
  72 monthly installments based on twelve year
  amortization with the remaining principal
  balance payable after 72 months.  Each
  borrowing for equipment under the Money Lien is
  repayable in 60 monthly installments.  The
  effective rate of each borrowing is based upon
  a fixed spread over the then current six year
  or five year U.S. Treasury Note rate for land
  and buildings, and equipment, respectively.
  The Money Lien allows for a maximum borrowing
  of $10 million.  Borrowings at December 31,
  1997 under the Money Lien were approximately
  $1.8 million and are secured by the service
  station and convenience store land, buildings
  and equipment having a cost basis of $2.3
  million at December 31, 1997.  It is the
  Company's intention to draw the remaining
  balance by the end of fiscal year 1998.
  
  <PAGE>
  
  In addition, the Company has arranged a $6
  million Lease Line of Credit (Lease Line) to
  finance point-of-sale computer equipment to be
  installed at its company operated retail
  facilities.  At December 31, 1997, the Company
  has drawn $3.9 million of the Lease Line and
  expects to utilize the remaining balance in
  1998.
  
  The following interest costs were charged to
  pre-tax income:
  
  <TABLE>
  <CAPTION>
  
  
                                       Year Ended December 31
                                       1997      1996      1995
                                     -----     ------    ------
                                                           -
                                       (thousands of dollars)
<S>                                 <C>       <C>       <C>
Total interest costs incurred       $16,330   $15,822   $15,234
Less: Capitalized interest           2,162    1,840        286
                                    --------  --------  --------
                                    -                   -
                 Interest Expense   $14,168   $13,982   $14,948
                                    ========  ========  ========
                                    =                   =
  </TABLE>
  
  
  NOTE D--CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES
  
  The net deferred loss from futures contracts
  included in crude oil and refined product
  hedging strategies was $1.2 million and $3.4
  million at December 31, 1997 and 1996,
  respectively.  Included in these hedging
  strategies are futures contracts maturing from
  February 1998 to April 1998. The Company is
  using these contracts to defer the pricing of
  approximately 7% of its crude oil commitments,
  fix the supply cost of crude oil on
  approximately 11% of supply and fix the margin
  on approximately 4% of its refined products, for
  the aforementioned period.
  
  <TABLE>
  <CAPTION>
  
  NOTE E--INCOME TAXES
  
  Significant components of the Company's deferred
  tax liabilities and assets are as follows:
  
                                                      1996
                                         1997
                                       ---------  ---------
                                                      -
                                          (thousands of
                                             dollars)
<S>                                    <C>         <C>
 Depreciation and amortization         $(66,958)   $(63,661
                                                  )
 Other                                 (26,260)     (26,066
                                                  )
                                       ---------    --------
                                      -           -
   Total deferred tax liabilities      (93,218)     (89,727
                                                  )
                                                   
Deferred tax assets:                               
 Postretirement and pension              9,067        7,427
obligations
 Environmental, litigation and other          8    
      accruals                         ,240        9,796
 Construction and inventory cost not          9    
      currently deductible             ,758        11,765
 Benefit of future tax NOL carry         5,630       14,869
forwards
 Other                                  16,669       15,335
                                       ---------   ---------
                                      -           -
   Total deferred tax assets                       
                                       49,364       59,192
                                       ---------   ---------
                                      -           -
                                                   
   Net deferred tax liabilities                    
                                      $(43,854)   $(30,535
                                                  )
                                       =========   =========
                                      =           =
                                                   
</TABLE>                                           
  
  No valuation allowance is considered necessary
  for the above deferred tax assets. The company
  has tax credit carryforwards of $303,000 which
  expire in the years 2008 through 2010, an
  alternative minimum tax credit carryforward
  into 1998 of $1,650,000 and net operating loss
  carryforwards of approximately $31,736,000
  which expire in the years 2009 through 2011.
  
  Recoverable income taxes include an income tax
  receivable for the estimated benefit from the
  net operating loss carryforwards that will be
  used in 1998.
  
  
  <PAGE>
  
  Significant components of the income tax (benefit) for
  the years ended December 31 follows:
  
<TABLE>                                                
<CAPTION>
  
                                   1997      1996      1995
                                  ------    ------    -----
                                    -         -         -
                                    (thousands of dollars)
<S>                              <C>       <C>       <C>
Current:                                             
 Federal                         $1,062    $    0    $ (5,3
                                                     72)
 State                              750       750      236
                                 --------  --------  --------
                                 -         -
 Total Current                    1,812       750    (5,136)
                                                     
Deferred:                                            
 Federal                         10,062      (911     (25,1
                                           )         78)
 State                              249      (495     (808)
                                           )
                                 --------  --------  --------
                                 -         -
 Total Deferred                  10,311    (1,406    (25,986
                                           )         )
                                 --------  --------  --------
                                 -         -
 INCOME TAX EXPENSE (BENEFIT)    $12,123        $    $(31,122
                                           (656 )    )
                                 ========  ========  ========
                                 =         =         =
  
  
  <FN>
  
  Current state tax provision includes $750,000 of
  franchise taxes for each of the years ended December 31,
  1997, 1996 and 1995.
  
  </FN>
  </TABLE>
  
  <TABLE>
  <CAPTION>
  
  The following is a reconciliation of the statutory
  federal income tax rate to the actual effective income
  tax rate for the years ended December 31:
  
                                                       
                                  1997      1996      1995
                                --------  --------  --------
                                   --        --        --
                                   (thousands of dollars)
<S>                             <C>       <C>       <C>
Income tax expense(benefit)                         
calculated
at the statutory federal income                     
tax rate                        $10,975   $(1,198   $(34,472)
                                          )
Amortization of goodwill and          1                    2
purchase adjustment             45        145       ,726
State taxes (net of federal        650        166      (572)
benefit)
Other                              353        231     1,196
                                --------  --------  --------
                                -         --        --
INCOME TAX EXPENSE (BENEFIT)    $12,123   $  (656   $(31,122)
                                          )
                                ========  ========  ========
                                =         ==        ==
                                                    
                                                    
  </TABLE>
  
  
  NOTE F--CAPITAL STOCK AND NET INCOME PER COMMON SHARE
  
  Class A Common stockholders are entitled to one
  vote per share and have the right to elect all
  directors other than those to be elected by
  other classes of stock.  Class B Common
  stockholders are entitled to one-tenth vote per
  share and have the right to elect two directors.
  The average outstanding and equivalent shares
  excludes 260,700, 249,700 and 255,300 shares of
  Performance Vested Restricted Stock (PVRS)
  shares registered to participants in the 1994
  Long-Term Incentive Plan (Plan) at December 31,
  1997, 1996 and 1995, respectively.  The PVRS
  shares are not considered outstanding for
  earnings per share calculations until the shares
  are released to the Plan participants.
  
  
  
  
  
  
  
                      [This space intentionally left blank]
  
  
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
  
  The following table provides a reconciliation of the
  basic and diluted earnings per share calculations:
  
                                      Year Ended December 31
                                  --------------------------------
                                   1997          1996       1995
                                  ---------    ---------  ---------
                           (dollars in thousands, except per share
                                            data)
<S>                               <C>          <C>        <C>
INCOME (LOSS) APPLICABLE TO                               
COMMON SHARES
                                                          
Income (loss) before              $  19,235    $(2,767    $ (67,367)
extraordinary item                             )
                                                          
Extraordinary (loss) from early                           
extinguishment of debt                                    (3,257
                                                          )
                                  ---------    ---------  ---------
Net income (loss)                 $  19,235    $ (2,767   $(70,624
                                               )          )
                                  =========    =========  =========
Common shares outstanding at                              
January 1,
1997, 1996 and 1995, respectively 9,983,180    9,952,950  9,803,098
                                                          
Restricted shares held by the                             
Company at January 1, 1997, 1996                          
and 1995,                         (249,700     (255,300   (105,500
  respectively..................  )            )          )
  .......
                                                          
                                                          
Weighted average effect of shares                         
of                                             
  common stock issued for stock     18,531       24,043
  option
  exercises.....................
  .......
                                                          
Weighted average effect of 52                             
shares of common stock issued in
October
1995                                                          13
                                  ----------   ---------  ---------
                                               -
Weighted average number of common                         
shares outstanding, as adjusted
at December 31,
1996 and 1995, respectively       9,752,011    9,721,693  9,697,611
                                                          
Effect of Dilutive Securities:                            
Employee stock options              113,060               
Restricted stock awards              33,833               
                                  ---------    ---------  ---------
Weighted average number of common                         
shares outstanding, as adjusted
at
December 31, 1997, 1996 and                               
1995, respectively - assuming                             
  dilution                        9,898,904    9,721,693  9,697,611
                                  =========    =========  =========
EARNINGS PER SHARE:                                       
                                                          
Income (loss) before                                      
extraordinary item                $ 1.97       $   (.28)  $   (6.95)
                                                          
Extraordinary (loss) from early                           
  extinguishment of debt                                    (.33
                                                          )
                                  ---------    ---------  ---------
Net income (loss)                 $ 1.97       $ (.28)    $(7.28
                                                          )
                                  =========    =========  =========
EARNINGS PER SHARE - ASSUMING                             
DILUTION:
                                                          
Income (loss) before                                      
extraordinary item                $ 1.94       $ (.28)    $(6.95
                                                          )
                                                          
Extraordinary (loss) from early                           
extinguishment of debt                                      (.33
                                                          )
                                  --------     ---------  ---------
Net income (loss)                 $ 1.94       $ (.28)    $(7.28
                                                          )
                                  ========     =========  =========
  <FN>
  
  At December 31, 1997, the Company had non-qualified stock
  options outstanding representing 173,717 potential common
  shares whose exercise price exceeded the average market
  price for the year ended December 31, 1997.  In
  accordance with Statement of Financial Accounting
  Standards No. 128, Earnings Per Share, these shares were
  not assumed to be exercised and therefore were not
  included in the diluted earnings per share calculation.
  
  </FN>
  </TABLE>
  
  
  <PAGE>
  
  NOTE G--LONG-TERM INCENTIVE PLAN
  
  Under the terms of the 1994 Long-term Incentive
  Plan (Plan), the Company may distribute to
  selected employees restricted shares of the
  Company's Class B Common Stock and options to
  purchase Class B Common Stock.  Up to 1.1
  million shares of Class B Common Stock may be
  distributed under the Plan.  The balance sheet
  caption "Unearned restricted stock" is charged
  for the market value of restricted shares at
  their grant date and changes in the market
  value of shares outstanding until the vesting
  date, and is shown as a reduction of
  stockholders' equity.  The impact is further
  reflected within Class B Common Stock and
  Additional paid-in-capital.
  
  Performance Vested Restricted Stock (PVRS)
  awards are subject to minimum years of service
  requirements from the date of grant with
  earlier vesting possible subject to the
  attainment of performance goals.  Additionally,
  PVRS awards are subject to certain other
  restrictions including the receipt of dividends
  and transfers of ownership.  As of December 31,
  1997, 260,700 shares of PVRS have been
  registered in participants names and are being
  held by the Company subject to the attainment
  of the related performance goals or years of
  service.  PVRS awards to employees who have
  left the Company are canceled.  PVRS awards
  granted prior to 1996 whose related performance
  goals have not been achieved are forfeited.
  
  Under the 1994 Long-term Incentive Plan, non-
  qualified stock options are granted to
  participants at a price not less than 100% of
  the fair market value of the stock on the date
  of grant.  The exercise period is ten years
  with the options vesting one-third per year
  over three years after a one-year waiting
  period.
  
  Under the terms of the 1995 Management Stock
  Option Plan, the Company may award to
  participants non-qualified stock options to
  purchase shares of the Company's Class B Common
  Stock at a price equal to 100% of the fair
  market value of the stock  at the date of
  grant.  Up to 500,000 shares of Class B Common
  Stock may be distributed under the Plan.  The
  exercise period is ten years with the options
  vesting one-third per year over three years
  after a one-year waiting period.
  
  Shares of Class B Common Stock available for
  issuance under options or awards amounted to
  358,892 and 399,536 at December 31, 1997 and
  1996, respectively.
  
  <TABLE>
  <CAPTION>
  
  Detail of the Company's stock options are as follows:
  
                                                     Weighted
                               Common      Price      Average
                                Shares     Range     Price Per
                                         Per Share     Share
                              --------- ----------  -----------
                              -              -          --
<S>                           <C>       <C>         <C>
1994 Long-Term Incentive                                 
Plan
  --------------------------
  ---
 Outstanding - January 1,     108,850   $16.13  -   $16.84
1995                                    $16.88
 Granted - 1995               396,150   $12.81  -   $13.37
                              --------- $13.75
                              --
 Outstanding - December 31,   505,000   $12.81  -   $14.11
      1995                    --------- $16.88
                              --
 Shares Exercisable at         36,283   $16.13  -   $16.84
December                      ========= $16.88
      31, 1995                ==
                                                    
 Granted - 1996               106,500   $13.75  -   $17.01
                                        $19.50
 Exercised - 1996             (29,072)  $12.81  -   $14.60
                                        $16.88
 Canceled - 1996              (97,872)  $12.81  -   $14.26
                              --------- $17.69
                              --
 Outstanding - December 31,   484,556   $12.81  -   $14.69
1996                          ========= $19.50
                              ==
 Shares Exercisable at        156,756   $12.81  -   $14.59
December                      ========= $16.88
      31, 1996                ==
                                                    
 Granted - 1997               166,600   $11.69      $11.69
 Exercised - 1997              (4,963)  $12.81  -   $13.24
                                        $16.13
 Canceled - 1997               (4,536)  $12.81  -   $15.37
                              --------- $17.06
                              --
 Outstanding - December 31,   641,657   $12.81  -   $13.92
1997                          ========= $19.50
                              ==
 Shares Exercisable at                              
December                      310,142   $12.81  -   $14.66
      31, 1997                ========= $19.50
                              ==
                                                    
1995 Management Stock Option                        
Plan                          
  --------------------------
  -----
 Granted - 1995               461,760   $13.75  -   $13.77
                              --------- $16.06
                              -
 Outstanding - December 31,             $13.75  -   $13.77
1995                          461,760   $16.06
                                                    
 Exercised - 1996              (6,756)  $13.75      $13.75
 Canceled - 1996              (24,524)  $13.75      $13.75
                              ---------
                              -
 Outstanding - December 31,             $13.75  -   $13.77
      1996                    430,480   $16.06
                              =========
                              =
 Shares exercisable at                              
December                      143,493   $13.75  -   $13.77
      31, 1996                ========= $16.06
                              =
                                                    
 Exercised - 1997             (59,025)  $13.75      $13.75
 Canceled - 1997              (32,704)  $13.75      $13.75
                              ---------
                              -
 Outstanding - December 31,             $13.75  -   $13.78
      1997                    338,751   $16.06
                              =========
                              =
 Shares exercisable at                              
December                      207,388   $13.75  -   $13.78
      31, 1997                ========= $16.06
                              =
                                                    
Total outstanding - December                        
31,                           980,408   $12.81  -   $13.87
      1997                    ========= $19.50
                              =
Total exercisable - December                        
31,                           517,530   $12.81  -   $14.30
      1997                    ========= $19.50
                              =
                                                    
  </TABLE>
  
  
  <PAGE>
  
  The weighted average remaining life for options
  outstanding  at December 31, 1997 was
  approximately eight years for the Long Term
  Incentive Plan and also approximately eight
  years for the Management Stock Option Plan.
  
  All options were granted at an exercise price
  equal to the fair market value of the common
  stock at the date of grant.  The weighted
  average fair value at the date of grant for
  options granted under the Long Term Incentive
  Plan was $2.31, $3.36 and $3.88 for 1997, 1996
  and 1995, respectively.  The fair value at the
  date of grant for options granted under the
  Management Stock Option Plan was $4.00 for
  1995.  There were no grants under the
  Management Stock Option Plan in 1997 or 1996.
  The fair value of options at date of grant was
  estimated using the Black-Scholes model with
  the following assumptions:
  
  <TABLE>
  <CAPTION>
  
  
LONG TERM INCENTIVE PLAN      1997        1996        1995
                              ---------  ---------   ----------
                                         -
<S>                           <C>        <C>         <C>
Expected life (years)         3          3           3
Risk Free Interest Rate       5.67%      6.04%       6.04%
Volatility                    27.0%      26.0%       26.0%
Dividend Yield                0.0%       0.0%        0.0%
                                                     
MANAGEMENT STOCK OPTION PLAN                         
                                                     
Expected life (years)         -          -           3
Risk Free Interest Rate       -          -           6.04%
Volatility                    -          -           26.0%
Dividend Yield                -          -           0.0%
  
  </TABLE>
  
  The  Company granted 92,700, 45,450 and  149,800
  of  shares  of   Performance  Vested  Restricted
  Stock   Awards  during  1997,  1996  and   1995,
  respectively. The  weighted average fair   value
  at   date   of  grant  for  Performance   Vested
  Restricted  Stock Awards granted in  1997,  1996
  and   1995   was  $11.69,  $17.05  and   $12.81,
  respectively,   which  in each  case  represents
  the  market  value  of  the  Company's  Class  B
  Common  Stock at the date of grant.  The  amount
  of    compensation   expense   recognized    for
  Performance   Vested  Stock   Awards   was   not
  significant  for  1997 or  1996.  There  was  no
  compensation  expense  recognized  in  1995  for
  these awards.
  
  Stock-based   compensation  costs   would   have
  decreased  the  pretax income  by  approximately
  $1,610,000  ($1,007,000 after tax  or  $.10  per
  basic  and  diluted share) for  the  year  ended
  December 31, 1997 and would have  increased  the
  pretax loss by:  $1,320,000 ($805,000 after  tax
  or  $.08  per  share)  and $1,530,000  ($939,000
  after  tax  or  $.10 per share)  for  the  years
  ended  December 31, 1996 and 1995, respectively,
  had   the   fair  values  of  options  and   the
  Performance  Vested  Restricted  Stock   granted
  since   1995  been  recognized  as  compensation
  expense  on  a  straight  line  basis  over  the
  vesting    period    of   the    grant    giving
  consideration  to  achievement  of   performance
  objectives   where  applicable.   The   proforma
  effect on net income for 1997, 1996 and 1995  is
  not  representative  of the proforma  effect  on
  net  income  in  future years  as  it  does  not
  consider   the  proforma  compensation   expense
  related to grants made prior to 1995.
  
  
  NOTE H--EMPLOYEE BENEFIT OBLIGATIONS
  
  The  Company has a defined benefit pension  plan
  covering  the  majority of full-time  employees.
  The  Company  also has several  defined  benefit
  plans  covering only certain senior  executives.
  Plan  benefits are generally based on  years  of
  service  and  employees'  average  compensation.
  The  Company's  policy is to  fund  the  pension
  plans  in amounts which comply with contribution
  limits  imposed  by  law.  Plan  assets  consist
  principally  of  fixed  income  securities   and
  stocks.
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  Net  periodic  pension costs  consisted  of  the
  following components:
  
                                    Year Ended December 31
                                   1997      1996      1995
                                  -------   -------  -------
                                    (thousands of dollars)
<S>                               <C>       <C>      <C>
Service cost - benefit earned                        
during the year                   $4,500    $ 4,737  $4,015
Interest cost on projected                       8   
benefit obligations               8,787     ,175      7,322
Actual (return) on plan assets    (16,705   (13,756  (22,346
                                  )         )        )
Total amortization and deferral   6,922     5,202    15,086
                                  -------   -------  -------
                                                     -
Net periodic pension costs        $3,504    $4,358   $4,077
                                  =======   =======  =======
                                                     =
</TABLE>                                             
  
  
  
  <TABLE>
  <CAPTION>
  
  Assumptions  used  in  the  accounting  for  the   defined
  benefit plans as of December 31 were:
  
                                    1997     1996     1995
                                   -------  -------  -------
                                     --       --        -
<S>                                <C>      <C>      <C>
Weighted average discount rates     7.00%    7.50%    7.25%
Rates of increase in compensation   4.00%    4.00%    4.00%
levels
Expected long-term rate of return                       
on assets                           9.75%    9.75%    9.75%
  
  </TABLE>
  
  <TABLE>
  <CAPTION>
  
  The  following  table sets forth the funded status  of  the
  plans in which assets exceed accumulated benefits:
  
                                       December 31
                                   1997      1996
                                   --------  ---------
                               (thousands of dollars)
<S>                                <C>       <C>
Actuarial present value of                   
benefit obligations:
Vested benefit obligation          $105,084  $91,948
                                   --------  ---------
Accumulated benefit obligation     $108,350  $94,928
                                   --------  ---------
Projected benefit obligation       $126,300  $113,567
                                             
Plan assets at fair value           115,402    104,651
                                   --------  ---------
                                             
Projected benefit obligation (in             
excess of) plan assets             (10,898     (8,916)
                                   )
Unrecognized net loss              6,664      7,593
Prior service (benefit) not yet              
  recognized in net period
  pension
cost                               (1,203    (1,182)
                                   )
Unrecognized net (asset) at                  
beginning
of year, net of amortization       (1,426    (1,693)
                                   )
                                   --------  ---------
Net pension liability              $(6,863   $(4,198)
                                   )
                                   ========  =========
                                             
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
  
  The  following table sets forth the funded status  of  the
  plans in which accumulated benefits exceed assets:
  
                                      December 31
                                   1997     1996
                                   -------  --------
                               (thousands of dollars)
<S>                                <C>      <C>
Actuarial present value of                  
benefit obligations:
Vested benefit obligation           $5,642   $5,258
                                   -------- --------
Accumulated benefit obligation      $5,790   $5,400
                                   -------- --------
Projected benefit obligation        $6,352   $5,871
                                            
Plan assets at fair value               0        0
                                   -------- --------
                                            
Projected benefit obligation (in            
excess of) plan assets              (6,352   (5,871
                                   )        )
Unrecognized net loss               1,608    1,320
Prior service cost not yet                  
recognized
in net periodic pension cost          358      404
Unrecognized net obligation at              
 beginning of year, net of            917    1,146
amortization
Minimum liability recognized        (2,321   (2,399
                                   )        )
                                   -------- --------
Net pension liability              $ (5,790 $(5,400
                                   )        )
                                   ======== ========
</TABLE>                                    
  
  <PAGE>
  
  In addition to the defined benefit pension
  plan, the Company provides certain health care
  and life insurance benefits for eligible
  employees who retire from active service.  The
  postretirement health care plan is
  contributory, with retiree contributions
  consisting of copayment of premiums and other
  cost sharing features such as deductibles and
  coinsurance.  Beginning in 1998, the Company
  will "cap" the amount of premiums that it will
  contribute to the medical plans.  Should costs
  exceed this cap, retiree premiums would
  increase to cover the additional cost.
  
  
  <TABLE>
  <CAPTION>
  
  The following table sets forth the accrued cost of
  the Company's postretirement benefit plans
  recognized in the Company's Balance Sheet:
  
                                      December 31     
                                     1997     1996
                                   -------  -------
                                           -
                                      (thousands of    
                                        dollars)
<S>                                <C>      <C>
                                             
Accumulated postretirement                   
benefit obligation (APBO):
Retirees                            $6,383   $6,011
Fully eligible active plan          2,097    1,727
participants
Other active plan participants      4,144    4,564
Unrecognized net (loss)             (3,708   (3,730
                                   )         )
Unrecognized prior service cost     1,039    1,157
                                   --------  --------
  Accrued postretirement benefit    $9,955   $9,729
cost
                                   ========  ========
                                             
  <FN>
  
  The weighted average discount rate used in
  determining the APBO was 7.00% and 7.50% in 1997 and
  1996, respectively.
  </FN>
  </TABLE>
  
  
  
  <TABLE>
  <CAPTION>
  
  
  Net periodic postretirement benefit cost include the
  following components:
  
                                                       
                                            December 31
                                       1997    1996    1995
                                       ------  ------  ------
                                       -       -       -
                                       (thousands of dollars)
<S>                                    <C>     <C>     <C>
Service cost                             $326  $  354    $184
Interest cost on accumulated                                 
postretirement benefit obligation         859     856     815
Total amortization and deferral            94      55        
                                                        (72 )
                                       ------  ------  ------
                                            -       -       -
  Net periodic postretirement benefit     $1,     $1,    $927
cost                                      279     265
                                       ======  ======  ======
                                            =       =       =
  </TABLE>
  
  
  The Company's policy is to fund postretirement costs
  other than pensions on a pay-as-you-go basis.
  
  A 9% increase in the cost of medical care was assumed
  for 1997.  As a result of the expense cap in 1998, no
  further increase in the cost of medical care will be
  assumed in years subsequent to 1997.  The medical trend
  rate assumption affects the amounts reported.  For
  example, a 1% increase in the medical trend rate would
  increase the APBO by $211,000, and the net periodic
  cost by $40,000 for 1997.
  
  
  NOTE I--LITIGATION AND CONTINGENCIES
  
  The Company has been named as a defendant in
  various matters of litigation, some of which are
  for substantial amounts, and involve alleged
  personal injury and property damage from
  prolonged exposure to petroleum, petroleum
  related products and substances used at its
  refinery or in the petroleum refining process.
  The Company is a co-defendant with numerous
  other defendants in a number of these suits.
  The Company is vigorously defending these
  actions, however, the process of resolving these
  matters could take several years.  The
  liability, if any, associated with these cases
  was either accrued in accordance with generally
  accepted accounting principles or was not
  determinable at December 31, 1997.  The Company
  has consulted with counsel with respect to each
  such proceeding or large claim which is pending
  or threatened.  While litigation can contain a
  high degree of uncertainty and the risk of an
  unfavorable outcome, in the opinion of
  management, there is no reasonable basis to
  believe that the eventual outcome of any such
  matter or group of related matters will have a
  material adverse effect on the Company.
  
  The Company's federal income tax returns for the
  fiscal years 1990 through 1995 are currently
  under examination by the Internal Revenue
  Service.  The Company has not received any
  Notices of Proposed Adjustments and is not aware
  of any such matters which will have a material
  adverse effect on the Company.
  
  <PAGE>
  
  Like other petroleum refiners and marketers, the
  Company's operations are subject to extensive
  and rapidly changing federal and state
  environmental regulations governing air
  emissions, waste water discharges, and solid and
  hazardous waste management activities.  The
  Company's policy is to accrue environmental and
  clean-up related costs of a non-capital nature
  when it is both probable that a liability has
  been incurred and that the amount can be
  reasonably estimated.  While it is often
  extremely difficult to reasonably quantify
  future environmental related expenditures, the
  Company anticipates that continuing capital
  investments will be required over the next
  several years to comply with existing
  regulations.  The Company had recorded a
  liability of approximately $11.1 million as of
  December 31, 1997 relative to the estimated
  costs of a non-capital nature related to
  compliance with environmental regulations.  This
  liability is anticipated to be expended over the
  next five years and is included in the balance
  sheet as a noncurrent liability.  No amounts
  have been accrued as receivables for potential
  reimbursement or recoveries to offset this
  liability.  Included in Costs and operating
  expenses in the Consolidated Statements of
  Operations for the years ended  December 31,
  1996 and 1995 were costs related to
  environmental remediation in the amount of  $1.6
  million and $3.2 million, respectively.
  Environmental costs incurred for the year ended
  December 31, 1997 were offset against previously
  accrued amounts.
  
  Environmental liabilities are subject to
  considerable uncertainties which affect the
  Company's ability to estimate its ultimate cost
  of remediation efforts.  These uncertainties
  include the exact nature and extent of the
  contamination at each site, the extent of
  required clean-up efforts, varying costs of
  alternative remediation strategies, changes in
  environmental remediation requirements, the
  number and strength of other potentially
  responsible parties at multi-party sites, and
  the identification of new environmental sites.
  It is possible that the ultimate cost, which
  cannot be determined at this time, could exceed
  the Company's recorded liability.  As a result,
  charges to income for environmental liabilities
  could have a material effect on the results of
  operations in a particular quarter or year as
  assessments and remediation efforts proceed or
  as new claims arise.  In addition, the Company
  has been named by the Environmental Protection
  Agency and by several state environmental
  agencies as a potentially responsible party at
  various federal and state Super fund sites.
  Management is not aware of any environmental
  matters which would reasonably be expected to
  have a material adverse effect on the Company.
  
  
  NOTE J--NONCANCELLABLE LEASE COMMITMENTS
  
  The Company has noncancellable operating lease
  commitments for refinery, computer, office and
  other equipment, transportation equipment, an
  airplane, service station and convenience store
  properties, and office space.  Lease terms range
  from three to ten years for refinery, computer,
  office and other equipment and four to eight
  years for transportation equipment.  The
  airplane lease commenced in 1992 and has a term
  of seven years.  The majority of service station
  properties have lease terms of 20 years.  The
  average lease term for convenience stores is
  approximately 13 years.  The Corporate
  Headquarters office lease commenced in 1993 and
  has a ten year term beginning in 1993.  Certain
  of these leases have renewal provisions.
  
  <TABLE>
  <CAPTION>
  
  Future minimum rental payments under
  noncancellable operating lease agreements as of
  December 31, 1997 are as follows (in thousands):
  
                 <S>                      <C>
                 1998                     $ 12,662
                 1999                       12,894
                 2000                       11,509
                 2001                        9,315
                 2002                        8,046
                 After  2002                24,164
                                          ----------
                 Total   Minimum   Rental $ 78,590
                 Payments
                                          ==========
  </TABLE>
  
  Rental  expense  for the years ended  December
  31,  1997,  1996  and  1995  was  $12,927,000,
  $12,935,000 and $12,955,000, respectively.
  
  
  [This space intentionally left blank]
  
  
  <PAGE>
  
  
  
  NOTE K--INVESTMENTS AND DEFERRED CHARGES
  
  <TABLE>
  <CAPTION>
  
  Investments and deferred charges consist of the following:
  
                                             December 31
                                         1997      1996
                                         --------  --------
                                         -
                                         (thousands of
                                         dollars)
       <S>                               <C>       <C>
       Deferred turnarounds               $16,874   $ 9,679
       System development costs           16,065    12,656
       Investments                        2,930     1,185
       Loan expense                       2,168     3,208
       Long-term notes receivable         1,715     2,791
       Goodwill                           1,367     2,541
       Intangible pension asset             917     1,147
       Other                              2,412       600
                                         --------  --------
                                         -         -
       INVESTMENTS AND DEFERRED CHARGES   $44,448   $33,807
                                         ========  ========
                                         =         =
  </TABLE>
  
  
  Accumulated amortization of goodwill was $5,224,000
  and $4,809,000 at December 31, 1997 and 1996,
  respectively.
  
  
  
  NOTE L--FAIR VALUE OF FINANCIAL INSTRUMENTS
  
  The Company considers cash and cash equivalents,
  accounts receivable, investments in subsidiaries, long-
  term notes receivable, accounts payable and long-term
  debt to be its financial instruments.  The carrying
  amount reported in the balance sheet for cash and cash
  equivalents, accounts receivable and accounts payable,
  represent their fair values.  The fair value of the
  Company's long-term notes receivable at December 31,
  1997 was estimated using a discounted cash flow
  analysis, based on the assumed interest rates for
  similar types of arrangements.  The approximate fair
  value of the Company's Long-Term Debt at December 31,
  1997 was estimated using a discounted cash flow
  analysis, based on the Company's assumed incremental
  borrowing rates for similar types of borrowing
  arrangements.  The fair value of its investments in
  subsidiaries is not determinable since these
  investments do not have quoted market prices.
  
  The following summarizes the carrying amounts and
  related approximate fair values as of December 31, 1997
  and 1996, respectively, of the Company's financial
  instruments whose carrying amounts do not equal its
  fair value:
  
  <TABLE>
  <CAPTION>
  
                        December 31, 1997     December 31, 1996
                      Carrying   Approxima  Carrying   Approximate
                        Amount       te        Amount  Fair Value
                       -------      Fair     -------   -----------
                                 Value  --                  -
                                  -------
                          (thousands of         (thousands of
                            dollars)               dollars)
<S>                   <C>        <C>        <C>        <C>
Assets                                                            
                                                       
Long-Term                                              
  Notes Receivable    $ 1,715    $ 1,825    $ 2,791     $ 2,667
                                                       
Liabilities                                            
                                                       
Long-Term Debt        $127,506   $125,867   $127,196    $127,285
  
  </TABLE>
  
  
  <PAGE>
  
  REPORT OF INDEPENDENT AUDITORS
  
  
  To the Stockholders
  Crown Central Petroleum Corporation
  
  
  We have audited the accompanying consolidated balance
  sheets of Crown Central Petroleum Corporation and
  subsidiaries as of December 31, 1997 and 1996, and the
  related consolidated statements of operations, changes
  in common stockholders' equity, and cash flows for each
  of the three years in the period ended December 31,
  1997.  These financial statements are the
  responsibility of the Company's management.  Our
  responsibility is to express an opinion on these
  financial statements based on our audits.
  
  We conducted our audits in accordance with generally
  accepted auditing standards.  Those standards require
  that we plan and perform the audit to obtain reasonable
  assurance about whether the financial statements are
  free of material misstatement.  An audit includes
  examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements.
  An audit also includes assessing the accounting
  principles used and significant estimates made by
  management, as well as evaluating the overall financial
  statement presentation.  We believe that our audits
  provide a reasonable basis for our opinion.
  
  In our opinion, the consolidated financial statements
  referred to above present fairly, in all material
  respects, the consolidated financial position of Crown
  Central Petroleum Corporation and subsidiaries at
  December 31, 1997 and 1996, and the consolidated
  results of their operations and their cash flows for
  each of the three years in the period ended December
  31, 1997, in conformity with generally accepted
  accounting principles.
  
  As discussed in Note A of the consolidated financial
  statements, in the fourth quarter of 1995, the Company
  changed its method of accounting for impairment of long-
  lived assets.
  
                              /s/---Ernst & Young LLP
  
  
  Baltimore, Maryland
  February 26, 1998
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
                          UNAUDITED
                         QUARTERLY RESULTS OF OPERATIONS
     Crown Central Petroleum Corporation and Subsidiaries
       (thousands of dollars, except per share amounts)
  
                                                         
                      First    Second    Third   Fourth      
                                                            Yearly
                     Quarter   Quarter  Quarter  Quarte
                                                    r
<S>                  <C>       <C>      <C>      <C>     <C>
1997                                                     
Sales and operating                                      
revenues             $394,513  $391,4   $412,7   $403,8  $1,602,6
                               50       98       63      24
Gross profit          32,805      47,4     51,4     32,0     163,7
                               85       18       37      45
Net income (loss)       724        7,9     11,2      (66      19,2
                               07       65       1   )   35
Net income (loss)                                        
per share               .07          .   1.16       (.07    1.97
                               82                )
Net income (loss)                                        
per share -
assuming
dilution                .07              1.12       (.07    1.94
                               .81               )
                                                         
1996                                                     
Sales and operating                                      
revenues             $371,091  $431,2   $397,8   $435,0  $1,635,2
                               08       89       88      76
Gross profit         15,953       35,9     29,8     54,8 136,629
                               79       21       76
Net (loss) income    (13,010)      3,0     (3,6     10,8  (2,767)
                               12       36  )    67
Net (loss) income           (        .                           (
per share            1.34 )    31       (.37)    1.12    .28   )
Net (loss) income                                        
per share -
  assuming dilution   (1.34)     .31     (.37    1.12       (.28)
                                        )
                                                         
                                                         
                                                         
  <FN>
  
  Gross  profit is defined as Sales and operating revenues
  less  Costs and operating expenses (including applicable
  property and other operating taxes).
  
  Per  share  amounts are based upon the weighted  average
  number  of common shares outstanding at the end of  each
  quarter.
  
  Net  income (loss) per share for all quarters  presented
  have been recalculated under the provisions of Statement
  of Financial Accounting Standards No. 128, "Earnings Per
  Share",  (SFAS No. 128) which was adopted in the  fourth
  quarter  of 1997.  The adoption of SFAS No. 128 required
  restatement of diluted earnings per share for the second
  and third quarters of 1997 from those amounts originally
  reported but had no effect on earnings per share amounts
  originally reported for any other quarters presented.
  
  </FN>
  </TABLE>
  
  
  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE
  
  The  Company  has not filed a Form 8-K within  the  last
  twenty-four   (24)   months  reporting   a   change   of
  independent  auditors  or  any  disagreement  with   the
  independent auditors.
  
  
  <PAGE>
  
  
  PART III
  
  ITEM  10.   DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE
  REGISTRANT
  
  Following  is a list of Crown Central  Petroleum
  Corporation's executive officers, their ages and
  their positions and offices as of March 1, 1998:
  
  HENRY A. ROSENBERG, JR. (68)
  Director  since 1955, Chairman of the Board  and
  Chief Executive Officer since May 1975 and  also
  President since March 1, 1996.
  
  RANDALL M. TREMBLY (51)
  Executive  Vice  President  since  April   1996;
  Senior Vice President - Refining from July  1995
  to  March  1996; Vice President - Refining  from
  December 1991 to June 1995.
  
  JOHN E. WHEELER, JR. (45)
  Executive   Vice  President  -  Chief  Financial
  Officer  and  Treasurer  since  February   1998;
  Senior  Vice  President - Finance and  Treasurer
  from  October 1996 to January 1998; Senior  Vice
  President - Finance from April 1996 to September
  1996;  Senior  Vice President  -  Treasurer  and
  Controller  from June 1994 to March  1996;  Vice
  President   -  Treasurer  and  Controller   from
  December 1991 to June 1994.
  
  EDWARD L. ROSENBERG (42)
  Executive   Vice   President   -   Supply    and
  Transportation since February 1998; Senior  Vice
  President - Supply and Transportation from April
  1996  to  January 1998; Senior Vice President  -
  Administration - Corporate Development and  Long
  Range  Planning  from June 1994 to  March  1996;
  Senior    Vice    President   -   Finance    and
  Administration from December 1991 to June  1994.
  Edward  L.  Rosenberg is the  son  of  Henry  A.
  Rosenberg,  Jr.,  and the brother  of  Frank  B.
  Rosenberg.
  
  FRANK B. ROSENBERG (39)
  Senior  Vice  President - Marketing since  April
  1996;  Vice  President - Marketing from  January
  1993  to March 1996.  Frank B. Rosenberg is  the
  son  of  Henry A. Rosenberg, Jr. and the brother
  of Edward L. Rosenberg.
  
  THOMAS L. OWSLEY (57)
  Vice President - Legal since April 1983.
  
  J. MICHAEL MIMS (48)
  Vice President - Human Resources since June 1992
  
  PAUL J. EBNER (40)
  Vice  President  - Shared Services  since  April
  1996;   Vice   President  -  Marketing   Support
  Services from December 1991 to March 1996.
  
  DENNIS W. MARPLE (49)
  Vice  President - Wholesale Sales and  Terminals
  since January 1996;  General Manager - Wholesale
  Sales from February 1995 to December 1995;  Vice
  President   -   LaGloria  Supply,  Trading   and
  Transportation  from  October  1989  to  January
  1995.
  
  JAMES R. EVANS (51)
  Vice  President  - Retail Marketing  since  June
  1996; General Manager of Retail Operations  from
  February  1995 to May 1996; General  Manager  of
  Direct  Operations from November 1993 to January
  1995;  Division  Manager - Retail  from  October
  1990 to October 1993.
  
  WILLIAM A. WOLTERS (51)
  Vice  President  -  Supply  and  Logistics   and
  Assistant Secretary since February 1998; General
  Manager  -  Raw  Material Supply  and  Assistant
  Secretary from September 1985 to January 1998.
  
  DOLORES B. RAWLINGS (60)
  Vice  President  - Secretary since  April  1996;
  Secretary from November 1990 to March 1996.
  
  JAN L. RIES (49)
  Corporate   Controller  since   November   1996;
  Marketing Division Controller from January  1992
  to October 1996.
  
  <PAGE>
  
  There  have  been no events under any bankruptcy
  act, no criminal proceedings and no judgments or
  injunctions  material to the evaluation  of  the
  ability   and  integrity  of  any  Director   or
  Executive  Officer during the past  five  years.
  The   information  required  in  this  Item   10
  regarding  Directors  of  the  Company  and  all
  persons  nominated or chosen to become directors
  is  hereby  incorporated  by  reference  to  the
  definitive Proxy Statement which will  be  filed
  with  the Commission pursuant to Regulation  14A
  on or about March 27, 1998.
  
  
  ITEM 11.  EXECUTIVE COMPENSATION
  
  The   information  required  in  this  Item   11
  regarding   executive  compensation  is   hereby
  incorporated  by  reference  to  the  definitive
  Proxy  Statement which will be  filed  with  the
  Commission  pursuant  to Regulation  14A  on  or
  about March 27, 1998.
  
  
  ITEM   12.    SECURITY  OWNERSHIP   OF   CERTAIN
  BENEFICIAL
              OWNERS AND MANAGEMENT
  
  The   information  required  in  this  Item   12
  regarding   security   ownership   of    certain
  beneficial  owners  and  management  is   hereby
  incorporated  by  reference  to  the  definitive
  Proxy  Statement which will be  filed  with  the
  Commission  pursuant  to Regulation  14A  on  or
  about March 27, 1998.
  
  
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
  The   information  required  in  this  Item   13
  regarding  certain  relationships  and   related
  transactions is hereby incorporated by reference
  to  the definitive Proxy Statement which will be
  filed with the Commission pursuant to Regulation
  14A on or about March 27, 1998.
  
  
                           PART IV
  
  ITEM  14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,  AND
  REPORTS
              ON FORM 8-K
  
  (a) (1)       LIST OF FINANCIAL STATEMENTS
  The  following Consolidated Financial  Statements
  of   Crown  Central  Petroleum  Corporation   and
  Subsidiaries, are included in Item 8 on pages  20
  through 37 of this report:
  
  *Consolidated Statements of Operations -- Years  ended
  December 31, 1997, 1996 and 1995
  
  *   Consolidated Balance Sheets -- December  31,  1997
  and 1996
  
  *    Consolidated  Statements  of  Changes  in  Common
  Stockholders'  Equity  --  Years  ended  December  31,
  1997, 1996 and 1995
  
  *   Consolidated  Statements of Cash  Flows  --  Years
  ended December 31, 1997, 1996 and 1995
  
  *   Notes  to  Consolidated  Financial  Statements  --
  December 31, 1997
  
  
  (a) (2)LIST OF FINANCIAL STATEMENT SCHEDULES
  
  The  schedules  for which provision  is  made  in  the
  applicable  accounting regulation  of  the  Securities
  and  Exchange  Commission are not required  under  the
  related   instructions   or  are   inapplicable,   and
  therefore have been omitted.
  
  
  <PAGE>
  
  
  (a) (3) AND (c) LIST OF EXHIBITS
  
  EXHIBIT
  NUMBER
  
  3 ARTICLES OF INCORPORATION AND BYLAWS
  
  (a)Amended  and  Restated  Charter  of  Crown  Central
  Petroleum  Corporation was previously filed  with  the
  Registrants' Proxy Statement dated March 15, 1996  for
  the  Annual Meeting of Shareholders held on April  25,
  1996  as  Exhibit A of Appendix A, herein incorporated
  by reference.
  
  (b)Bylaws  of  Crown Central Petroleum Corporation  as
  amended   and  restated  at  February  29,  1996   was
  previously filed with the Registrant's Form  10-K  for
  the  year  ended  December 31, 1995 as  Exhibit  3(b),
  herein incorporated by reference.
  
  
  4   INSTRUMENTS  DEFINING  THE  RIGHTS   OF   SECURITY
  HOLDERS, INCLUDING
    INDENTURES
  
  (a)First  Restated Credit Agreement  effective  as  of
  August  1,  1997  between the Registrant  and  various
  banks was previously filed with the Registrant's  Form
  10-Q  for  the quarter ended June 30, 1997 as  Exhibit
  4, herein incorporated by reference.
  
  (b)Form  of  Indenture  for the Registrant's  10  7/8%
  Senior  Notes due 2005 filed on January  17,  1995  as
  Exhibit   4.1  of  Amendment  No.  3  to  Registration
  Statement  on  Form  S-3, Registration  No.  33-56429,
  herein incorporated by reference.
  
  
  10MATERIAL CONTRACTS
  
  (a)Crown   Central  Petroleum  Corporation  Retirement
  Plan  effective  as  of July 1, 1993,  was  previously
  filed  with  the Registrant's Form 10-K for  the  year
  ended  December  31,  1993 as  Exhibit  10(a),  herein
  incorporated by reference.
  
  (b)First Amendment effective as of January 1, 1994  to
  the  Crown  Central  Petroleum Corporation  Retirement
  Plan.
  
  (c)Second  Amendment effective as of June 29  1995  to
  the  Crown  Central  Petroleum Corporation  Retirement
  Plan.
  
  (d)Third  Amendment effective as of December 18,  1997
  to  the Crown Central Petroleum Corporation Retirement
  Plan.
  
  (e)Supplemental  Retirement  Income  Plan  for  Senior
  Executives  as Restated effective September  26,  1996
  was  previously filed with the Registrant's Form  10-Q
  for  the  quarter ended September 30, 1996 as  Exhibit
  10(b), herein incorporated by reference.
  
     (f)  Employee Savings Plan  as amended and restated
  effective   January 1, 1987 was previously filed  with
  the   Registrant's  Form  10-K  for  the  year   ended
  December   31,   1995   as   Exhibit   10(c),   herein
  incorporated by reference.
  
  (g)Amendment  effective as of September  26,  1996  to
  the  Crown  Central Petroleum Employees  Savings  Plan
  was  previously filed with the Registrant's  Form 10-Q
  for  the  quarter ended September 30, 1996 as  Exhibit
  10(c), herein incorporated by reference.
  
  (h)Amendment  effective as of June  26,  1997  to  the
  Crown Central Employees Savings Plan.
  
  (i)Directors'  Deferred Compensation Plan  adopted  on
  August   25,  1983  was  previously  filed  with   the
  Registrant's   Form   10-Q  for  the   quarter   ended
  September   30,   1983   as  Exhibit   19(b),   herein
  incorporated by reference.
  
  (j)The  1994  Long-Term Incentive Plan was  previously
  filed   as  an  exhibit  to  the  Registrant's   Proxy
  Statement  dated  March 24, 1994, herein  incorporated
  by reference.
  
  <PAGE>
  
  (k)Amendment  effective as of September  26,  1996  to
  the  Crown  Central Petroleum Corporation  1994  Long-
  Term  Incentive  Plan was previously  filed  with  the
  Registrant's   Form   10-Q  for  the   quarter   ended
  September   30,   1996   as  Exhibit   10(d),   herein
  incorporated by reference.
  
  (l)Annual  Performance Incentive  Plan  for  the  year
  ended December 31, 1998.
  
  (m)Executive Severance Plan effective as of  September
  26,  1996  was  previously filed with the Registrant's
  Form 10-Q for the quarter ended September 30, 1996  as
  Exhibit 10(a), herein incorporated by reference.
  
  (n)The  1995  Management Stock Option  Plan  filed  on
  April  28, 1995 as Exhibit 4 of Registration Statement
  on   Form  S-8,  Registration  No.  33-58927,   herein
  incorporated by reference.
  
  (o)Advisory  and Consultancy Agreement  dated  October
  28,  1993  between  Jack Africk,  Director  and  Crown
  Central  Petroleum  Corporation was  previously  filed
  with  the Registrant's Form 10-Q for the quarter ended
  September  30, 1994 as Exhibit 99, herein incorporated
  by reference.
  
  (p)Employees  Supplementary  Savings  Plan  filed   on
  February   27,  1995  as  Exhibit  4  of  Registration
  Statement  on  Form  S-8, Registration  No.  33-57847,
  herein incorporated by reference.
  
  
  13ANNUAL  REPORT  TO SECURITY HOLDERS,  FORM  10-Q  OR
  QUARTERLY REPORT TO SECURITY HOLDERS
    Annual Report Exhibits:
    (a) Shareholders' Letter dated February 26, 1998
    (b) Operating Results and Key Financial Statistics
    (c) Directors and Officers of the Company
    (d)                Corporate Information
     (e)  Supplement  to the Annual Report  -  Operating
  Statistics
  
    21  SUBSIDIARIES OF THE REGISTRANT
    Exhibit 21 is included on page 44 of this report.
  
    23  CONSENT OF INDEPENDENT AUDITORS
    Exhibit 23 is included on page 45 of this report.
  
    24  POWER OF ATTORNEY
    Exhibit 24 is included on page 46 of this report.
  
  27FINANCIAL DATA SCHEDULE
  
    99   FORM 11-K WILL BE FILED UNDER COVER OF FORM 10-
     K/A BY JUNE 30, 1998.
  
  
  (b)REPORTS ON FORM 8-K
          There  were no reports filed on Form  8-K  for
      the three months ended December 31, 1997.
  
  NOTE:  Certain exhibits listed on pages 42 and  43  of
  this   report  and  filed  with  the  Securities   and
  Exchange  Commission, have been  omitted.   Copies  of
  such  exhibits may be obtained from the  Company  upon
  written  request, for a prepaid fee of  25  cents  per
  page.
  
  <PAGE>
                                                    EXHIBIT 21
  
  
                         SUBSIDIARIES
  
  
   1.Subsidiaries as of December 31, 1997, which are
     consolidated in the financial statements of the
     Registrant; each subsidiary is 100% owned and doing
     business under its own name.
   
  <TABLE>
  <CAPTION>
                                    NATION OR STATE
SUBSIDIARY                        OF INCORPORATION
  ---------------------------     ----------------
  -----
<S>                               <C>
Continental American              Delaware
Corporation
Crown Central Holding             Maryland
Corporation
Crown Central International       United
(U.K.), Limited                      Kingdom
Crown Central Pipe Line           Texas
Company
Crown Gold, Inc.                  Maryland
The Crown Oil and Gas Company     Maryland
Crown-Rancho Pipe Line            Texas
Corporation
Crown Stations, Inc.              Maryland
Crowncen International N.V.       Netherlands
                                     Antilles
Fast Fare, Inc.                   Delaware
F Z Corporation                   Maryland
Health Plan Administrators,       Maryland
Inc.
La Gloria Oil and Gas Company     Delaware
Locot, Inc.                       Maryland
McMurrey Pipe Line Company        Texas
Tiara Insurance Company           Vermont
Tiara Properties, Inc.            Maryland
T. B. & Company, Inc.             Maryland
  
  </TABLE>
  
  
  
  <PAGE>
                                            EXHIBIT 23
  
  
               CONSENT OF INDEPENDENT AUDITORS
  
  
  
  We consent to the incorporation by reference in
  the Registration Statement (Form S-8 No. 33-
  53457) pertaining to the 1994 Long Term
  Incentive Plan and Employees Savings Plan and
  the Registration Statement (Form S-8 No. 33-
  57847) pertaining to the Employees Supplemental
  Savings Plan of Crown Central Petroleum
  Corporation and Subsidiaries of our report
  dated February 26, 1998, with respect to the
  consolidated financial statements of Crown
  Central Petroleum Corporation and Subsidiaries
  included in the Annual Report  (Form 10-K) for
  the year ended December 31, 1997.
  
  
  
  
  
  
                                              ERNST  &  YOUNG
  LLP
  
  Baltimore, Maryland
  March 20, 1998
  
  
  
  <PAGE>
                                       EXHIBIT 24
  
                      POWER OF ATTORNEY
  
  
  
  We, the undersigned officers and directors of Crown
  Central Petroleum Corporation hereby severally
  constitute Henry A. Rosenberg, Jr.,  John E. Wheeler,
  Jr., Jan L. Ries and Thomas L. Owsley, and each of them
  singly, our true and lawful attorneys with full power
  to them and each of them to sign for us in our names
  and in the capacities indicated below this Report on
  Form 10-K for the fiscal year ended December 31, 1997
  pursuant to the requirements of Section 13 or 15(d) of
  the Securities Exchange Act of 1934 and all amendments
  thereto.
  
  <TABLE>
  <CAPTION>
  
SIGNATUARE                         TITLE                   DATE
----------                         -----                   ----
<S>                                <C>                     <C>
/S/--Henry A. Rosenberg, Jr.       Chairman of the Board,  
  ----------------------------     President and Chief     
  Henry A. Rosenberg, Jr.          Executive Officer       2/26/9
                                   (Principal Executive    8
                                   Officer)
                                                           
/s/--Jack Africk                   Director                2/26/9
  ----------------------------                             8
Jack Africk                                                
                                                           
/s/--George L. Bunting, Jr.        Director                3/9/98
  ----------------------------
  George L. Bunting, Jr.
                                                           
/s/--Michael F. Dacey              Director                2/26/9
  ----------------------------                             8
  Michael F. Dacey
                                                           
/s/--Thomas M. Gibbons             Director                2/26/9
  ----------------------------                             8
  Thomas M. Gibbons
                                                           
/s/--Patricia A. Goldman           Director                2/26/9
  ----------------------------                             8
  Patricia A. Goldman
                                                           
/s/--William L. Jews               Director                3/5/98
----------------------------
  William L. Jews
                                                           
/s/--Harold E. Ridley, Jr.         Director                2/26/9
  ----------------------------                             8
  Reverend Harold E. Ridley, Jr.,
  S .J.
                                                           
/s/--Sanford V. Schmidt            Director                2/26/9
  ----------------------------                             8
  Sandord V. Schmidt
                                                           
/s/--John E. Wheeler, Jr.          Executive Vice          2/26/9
  ----------------------------     President-Chief         8
  John E. Wheeler, Jr.             Financial Officer and
                                   Treasurer (Principal
                                   Financial Officer)
                                                           
/s/--Jan L. Ries                   Controller              2/26/9
  ----------------------------     (Chief Accounting       8
  Jan L. Ries                      Officer)
</TABLE>                                                   
  
  <PAGE>
                          SIGNATURES
  
  Pursuant to the requirements of Section 13 or 15(d) of the
  Securities Exchange Act of 1934, the Registrant has duly
  caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                        CROWN CENTRAL PETROLEUM CORPORATION
  
  
                        By  /s/---Henry A. Rosenberg, Jr.
                        --------------------------------
                        Henry A. Rosenberg, Jr.
                        Chairman of the Board, President
                        and Chief Executive Officer
  
  
                        By  /s/---Jan L. Ries
                        --------------------------------
                        Jan L. Ries
                        Controller and Chief Accounting
  Officer
  
  Date: March 27, 1998
  
  Pursuant to the requirements of the Securities
  Exchange Act of 1934, this report has been signed
  below on March 27, 1998 by the following persons
  on behalf of the registrant and in the capacities
  indicated:
  
                 *                                           *
  -----------------------------------         ------------------
  ---------------
  Jack Africk, Director          William L. Jews, Director
  
                 *                                           *
  -----------------------------------         ------------------
  ----------------
  George L. Bunting, Jr., Director            Rev. Harold E.
  Ridley, Jr., S.J.,
                                 Director
  
                *                                            *
  -----------------------------------         ------------------
  ----------------
  Michael F. Dacey, Director     Henry A. Rosenberg, Jr.,
  Director
                                 Chairman of the Board,
  President
                                 and Chief Executive Officer
  
                 *                                           *
  -----------------------------------         ------------------
  -----------------
  Thomas M. Gibbons, Director    Sanford V. Schmidt, Director
  
                 *
  -----------------------------------
  Patricia A. Goldman, Director
  
  
                                 *By Power of Attorney (Jan L.
  Ries)