EXHIBIT 3(a)


                   AMENDED AND RESTATED
                         CHARTER
                           OF
             CROWN CENTRAL PETROLEUM CORPORATION


                         ARTICLE I
                           NAME
                           ----

The name of the Corporation is:

          "Crown Central Petroleum Corporation"


                        ARTICLE II
                    PURPOSES AND POWERS
                    -------------------

     The Corporation is formed and shall have as its purpose to engage
in any lawful business for which corporations may be organized under the
laws of the State of Maryland. The Corporation shall have all of the
general powers conferred by law upon Maryland corporations and all other
powers not inconsistent with law which are appropriate to promote and
attain its purpose.


                       ARTICLE III
                  PRINCIPAL OFFICE ADDRESS
                  ------------------------

     The address of the principal office of the Corporation in this
State is One North Charles Street, Baltimore, Maryland 21201.


                       ARTICLE IV
                     RESIDENT AGENT
                     --------------

     The Resident Agent of the Corporation is Andrew Lapayowker, whose
address is c/o Crown Central Petroleum Corporation, One North Charles
Street, Baltimore, Maryland 21201.  Said Resident Agent is an individual
actually residing in the State of Maryland.


                       ARTICLE V
                    BOARD OF DIRECTORS
                    ------------------

     The number of Directors of the Corporation shall be eight (8), or
such other number as may be increased or decreased pursuant to the
Bylaws of the Corporation, but shall not be less than that number of
directors required under Maryland law.  The names of the persons who are
to serve as Directors of the Corporation, until the next annual meeting
of the stockholders of the Corporation and until their successors are
duly elected and qualified, are:

                 Jack Africk

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               Michael F. Dacey
             Stanley A. Hoffberger
                Barry L. Miller
            Rev. Harold Ridley, S.J.
              Frank B. Rosenberg
            Henry A. Rosenberg, Jr.
              John E. Wheeler, Jr.


                      ARTICLE VI
         AUTHORIZED CAPITAL STOCK; VOTING RIGHTS
         ---------------------------------------


     The total number of shares of stock of all classes which the
Corporation has authority to issue is ten (10) shares of common stock,
par value of Five Dollars ($5.00) per share (the "Common Stock").  The
aggregate par value of all shares of all classes is Fifty Dollars
($50.00).

     The following is a description of the voting powers, limitations as
to dividends and qualifications of the Common Stock of the Corporation.

     (a)   Each share of Common Stock shall have one vote, and
           the exclusive voting power for all purposes shall be
           vested in the holders of the Common Stock;

     (b)   Dividends may be paid on the Common Stock of the
           Corporation at such time and in such amounts as the
           Board of Directors may deem advisable; and

     (c)   In the event of any liquidation, dissolution or
           winding up of the Corporation, whether voluntary or
           involuntary, the holders of the Common Stock shall be
           entitled to share ratably in the remaining net assets
           of the Corporation.


                         ARTICLE VII
              LIMITATION ON PREEMPTIVE RIGHTS
              -------------------------------

     No stockholder shall have any preferential or preemptive right to
acquire additional shares of stock of any class, except to the extent
that, and on such terms as, the Board of Directors may from time to time
determine.

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                        ARTICLE VIII
                 CERTAIN RIGHTS AND POWERS
                 -------------------------

     The following provisions are hereby adopted for the purposes of
describing the rights and powers of the Corporation and of the Directors
and stockholders:

     (a)  The Board of Directors of the Corporation is hereby
          empowered to authorize the issuance from time to time
          of shares of stock of any class, whether now or
          hereafter authorized and securities convertible into
          shares of its stock of any class whether now or
          hereafter authorized for such consideration as said
          Board of Directors may deem advisable, subject to
          such limitations and restrictions, if any, as may be
          set forth in the Bylaws of the Corporation.

     (b)  The Board of Directors of the Corporation may
          classify or reclassify any unissued shares by fixing
          or altering in any one or more respects, from time to
          time before issuance of such shares, the preferences,
          rights, voting powers, restrictions and
          qualifications of, the dividends on, the times and
          prices of redemption of, and the conversion rights
          of, such shares.

     (c)  The Corporation reserves the right to amend its
          Charter so that such amendment may alter the contract
          rights, as expressly set forth in the Charter, of any
          outstanding stock, and any objecting stockholder
          whose rights may or shall be thereby substantially
          adversely affected shall not be entitled to demand
          and receive payment of the fair value of his stock.

     (d)  The Board of Directors shall have power from time to
          time and in its sole discretion to determine in
          accordance with sound accounting practice, what
          constitutes annual or other net profits, earnings,
          surplus, or net assets in excess of capital; to fix
          and vary from time to time the amount to be reserved
          as working capital, or determine that retained
          earnings or surplus shall remain in the hands of the
          Corporation; to set apart out of any funds of the
          Corporation such reserve or reserves in such amount
          or amounts and for such proper purpose or purposes as
          it shall determine and to abolish any such reserve or
          any part thereof; to distribute and pay distributions
          or dividends in stock, cash or other securities or
          property, out of surplus or any other funds or
          amounts legally available therefor, at such times and
          to the stockholders of record on such dates

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          as it may, from time to time, determine; and to
          determine whether and to what extent and at what times
          and places and under what conditions and regulations
          the books, accounts and documents of the Corporation,
          or any of them, shall be open to the inspection of
          stockholders.

     (e)  No person who is or formerly was a Director or
          Officer of the Corporation shall have any liability
          to the Corporation or to any stockholder for money
          damages in connection with any action, or failure to
          act, subsequent to February 18, 1988, in his or her
          capacity as a Director or Officer; provided, however,
          that nothing contained herein shall restrict or limit
          the liability of any person:

          (1)  to the extent that it is proved that such
               person actually received an improper benefit or
               profit in money,  property or services, for the
               amount of the benefit or profit in money,
               property or services actually received; or

          (2)  to the extent that a judgment or other final
               adjudication adverse to such person is entered
               in a proceeding based on a finding in the
               proceeding that such person's  action, or
               failure to act, was the result of active and
               deliberate dishonesty and was material to the
               cause of action adjudicated in the proceeding.

           Neither the amendment nor repeal of this Article
           VIII, Section (e), nor the adoption of any provision
           of the Charter inconsistent with this Section (e),
           shall affect the liability of any Director or
           Officer, or former Director or Officer, with respect
           to any act or failure to act which occurred prior to
           such amendment, repeal or adoption.

     (f)  A contract or other transaction between the
          Corporation and any of its Directors or between the
          Corporation and any other corporation, firm or other
          entity in which any of its Directors is a director or
          has a material financial interest is not void or
          voidable solely because of any one or more of the
          following: the common directorship or interest; the
          presence of the Director at the meeting of the Board
          of Directors which authorizes, approves, or ratifies
          the contract or transaction; or the counting of the
          vote of the Director for the authorization, approval,
          or ratification of the contract or transaction.  This
          Section (f) applies if:

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          (1)  the fact of the common directorship or interest
               is disclosed or known to: the Board of Directors
               and the Board authorizes, approves, or ratifies
               the contract or transaction by the affirmative
               vote of a majority of disinterested Directors,
               even if the disinterested Directors constitute
               less than a quorum; or

          (2)  the stockholders entitled to vote on the
               transaction, and the contract or transaction is
               authorized, approved, or ratified by a majority
               of the votes cast by the stockholders entitled to
               vote other than the votes of shares owned of
               record or beneficially by the interested Director
               or corporation, firm, or other entity; or

          (3)  the contract or transaction is fair and
               reasonable to the Corporation.

          Common or interested Directors or the stock owned by
          them or by an interested corporation, firm, or other
          entity may be counted in determining the presence of a
          quorum at a meeting of the Board of Directors or at a
          meeting of the stockholders, as the case may be, at
          which the contract or transaction is authorized,
          approved, or ratified.  If a contract or transaction
          is not authorized, approved, or ratified in one of the
          ways provided for in ARTICLE VIII, Section (f),
          clauses (1) or (2), the person asserting the validity
          of the contract or transaction bears the burden of
          proving that the contract or transaction was fair and
          reasonable to the Corporation at the time it was
          authorized, approved, or ratified. The procedures in
          this Section do not apply to the fixing by the Board
          of Directors of reasonable compensation for a
          Director, whether as a Director or in any other
          capacity.

     (g)  The Corporation shall indemnify its Directors and
          Officers to the full extent permitted by the General
          Laws of the State of Maryland now or hereafter in
          force, including the advance of related expenses,
          upon a determination by the Board of Directors or
          independent legal counsel (who may be regular counsel
          for the Corporation) made in accordance with
          applicable statutory standards; and, upon
          authorization by the Board of Directors, may
          indemnify other employees or agents up to the same
          extent.

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     (h)  The enumeration and definition of a particular power
          of the Board of Directors included in the foregoing is
          for descriptive purposes only and shall in no way
          limit or restrict the terms of any other clause of
          this or any other Article or provision of this
          Charter, or in any manner exclude or limit any powers
          conferred upon the Board of Directors under the
          Maryland General Corporation Law now or hereafter in
          force.


                       CONSENT OF RESIDENT AGENT
                       -------------------------

     The undersigned hereby consents to be named by Crown Central
Petroleum Corporation as its resident agent in the State of Maryland.




                         /s/--Andrew Lapayowker
                         ----------------------
                         Andrew Lapayowker
















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