<PAGE>


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

                                 FORM 10-K
                                 FORM 10-K
                                 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, 1996
                                          December 31, 1996
                                          December 31, 1996
                                    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
                    CROWN CENTRAL PETROLEUM CORPORATION
                    CROWN CENTRAL PETROLEUM CORPORATION
          (Exact name of registrant as specified in its charter)

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


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

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

        Securities registered pursuant to Section 12(b) of the Act:
        Securities registered pursuant to Section 12(b) of the Act:
        Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of Each Exchange
                                                 Name of Each Exchange
                                                 Name of Each Exchange
             Title of Each Class
             Title of Each Class
             Title of Each Class                 on which Registered 
                                                 on which Registered 
                                                 on which Registered  
<PAGE>


     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:
     Securities registered pursuant to Section 12(g) of the Act:
     Securities registered pursuant to Section 12(g) of the Act:
      None
      None
      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, 1995 was 
                                               
                                               $81,532,000.

     The number of shares outstanding at January 31, 1997 of the
     registrant's $5 par value Class A and Class B Common Stock
     was 4,817,394 shares and 5,165,786 shares, respectively.

                    DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Proxy Statement for the Annual Meeting of
     Stockholders on April 24, 1997 are incorporated by reference
     into Items 10 through 13, Part III.

     <PAGE>

                    Crown Central Petroleum Corporation
                    Crown Central Petroleum Corporation
                    Crown Central Petroleum Corporation
                             and subsidiaries
                             and subsidiaries
                             and subsidiaries


                             Table of Contents
                             Table of Contents
                             Table of Contents

                                                                  Page
                                                                  Page
                                                                  Page

     PART I
     PART I
     PART I

     Item 1   Business                                   l

     Item 2   Properties                                 4

     Item 3   Legal Proceedings                          9

     Item 4   Submission of Matters to a Vote of
              Security Holders                           9

     PART II
     PART II
     PART II

     Item 5   Market for the Registrant's Common
              Equity and Related Stockholder Matters    10

     Item 6   Selected Financial Data                   11
<PAGE>


     Item 7   Management's Discussion and Analysis
              of Financial Condition and Results of
     Operations                                         12

     Item 8   Financial Statements and Supplementary Data19

     Item 9   Changes in and Disagreements with Auditors on
              Accounting and Financial Disclosure       37

     PART III
     PART III
     PART III

     Item 10  Directors and Executive Officers of the
     Registrant                                         38

     Item 11  Executive Compensation                    39

     Item 12  Security Ownership of Certain
              Beneficial Owners and Management          39

     Item 13  Certain Relationships and Related Transactions....39


     PART IV
     PART IV
     PART IV

     Item 14  Exhibits, Financial Statement Schedules
              and Reports on Form 8-K                   39


     <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, 1996, materialize,
     actual results may vary materially from those
<PAGE>


     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, 1996,
     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.



     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
     343 gasoline stations and convenience stores located in
     the Mid-Atlantic and Southeastern United States.  In
     support of these businesses, the Company operates 16
     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 85% higher margin fuels,
<PAGE>


     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 $91 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 a
     recent industry study.  The Tyler refinery enjoys
     essentially the same product yield characteristics as
     the Pasadena refinery.

     -1-
     <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 1996 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, 1996,
     average merchandise sales per unit increased 6.3% on a
     same store basis when compared with 1995.  The Company
     has made substantial investments of approximately $26
     million at its retail locations pursuant to
     environmental requirements from 1989 to 1996 and
     believes that over 73% of its retail units are
     currently in full or substantial compliance with the
     1998 underground storage tank environmental standards.

     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, 1996, the Company employed 2,904
     employees.  The total number of employees decreased
     approximately 4% from year-end 1995.


     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 cleanup 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
<PAGE>


     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 24 and 33 of this report,
     and in Management's Discussion and Analysis of
     Financial Condition and Results of Operations on pages
     12 through 18 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.

     -2-
     <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
<PAGE>


     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 at the
     greater of $5 million or shutdowns for periods in
     excess of 25 days.
















     (This space intentionally left blank)

     -3-
     <PAGE>

     Item 2.   PROPERTIES

     Refining Operation

     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 85% 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 102,925 barrels per day and 50,335
     barrels per day, respectively, during 1996.  While both
<PAGE>


     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 $110 million in major upgrades and
     maintenance projects.

     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
<PAGE>


     increased information to both operators and
     supervisors. This equipment also allows the use of
     modern advanced control techniques for optimizing unit
     operations.

     -4-
     <PAGE>

     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 1996, the Pasadena refinery operated at
     approximately 90% of rated crude unit capacity with
     production yielding approximately 57% gasoline and 32%
     distillates.  Of the total gasoline production,
     approximately 23% 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
<PAGE>


     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
     60% 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.

     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.

     -5-
     <PAGE>

     In 1996, the Tyler refinery operated at approximately
     90% of rated crude unit capacity, with production
     yielding approximately 54% gasoline and approximately
     36% distillates. Of the total gasoline production,
     approximately 29% was premium octane grades. In
<PAGE>


     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 sold
     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.  Additionally, in
     1995, the Company acquired 13 retail units in North
     Carolina and 2 retail units in Georgia.

     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.
     Since 1990, the Company has eliminated 447 retail units
     and added 64 retail units. During the same period, the
     Company closed a number of district offices and
     divisional headquarters. The Company believes it has
     substantially completed its retail unit rationalization
     program.

     As of December 31, 1996, the Company had 343 retail
     locations. Of these 343 units (235 owned and 108
     leased), the Company directly operated 239 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
<PAGE>


     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 1996 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.

     -6-
     <PAGE>

     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, 1996,
     the Company had 79 convenience stores, 128 mini-marts
     and  136 gasoline stations.

     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 at most of its locations which extend over
     the multi-pump fuel islands and the store itself,
     providing 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.
<PAGE>


     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 which includes the installation of improved
     lighting as well as the installation of its proprietary
     Coronet Security System, an interactive audio and video
     monitoring system, at over 180 of its units.

     While the Company derives approximately 79% 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.


     Dealer Operations

     The Company maintains 104 dealer-operated units, 103 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 also 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
<PAGE>


     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.

     -7-
     <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 Alaskan and 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 35% of total 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 11 product terminals located along
     the Colonial and Plantation pipelines from the Pasadena
     refinery to Elizabeth, New Jersey 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 2.7 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
<PAGE>


     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 long-term product exchange
     agreements for approximately one-third 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 1998 and December 1999, respectively, and
     require the exchange of 8,400 barrels per day and 9,800
     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.

     -8-
     <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 33 of this
     report.

     In December of 1996, the Company received a Notice of
     Violation and Administrative Order from the
     Environmental Protection Agency (``
                                       EPA'') regarding
     exceedances of the Pasadena refinery's Clean Water Act
     permit.  The Company is negotiating a settlement with
     EPA which will include modifications to its wastewater
     system; these costs are expected to be less than
     $200,000.

     The Company's Tyler, Texas refinery received a Notice
     of Violation from the Texas Natural Resource
     Conservation Commission (``
                               TNRCC'') in October of 1996
     regarding alleged noncompliance of its waste streams
     with Clean Air Act requirements.  The Company has
     submitted a compliance schedule to TNRCC, and does not
<PAGE>


     expect the costs of implementation of applicable
     measures will exceed $100,000.

     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 16 of this report, and
     in Note I of Notes to Consolidated Financial Statements
     on page 33 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.

     In addition, the Company has been named by the EPA and
     by several state environmental agencies as a
     potentially responsible party at various 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").  Of those charges that have been decided,
     substantially all 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.

      -9-
     <PAGE>

                                  PART II
<PAGE>




     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

                                    ___________
                                                      __________
                                                                

                                  ______________
                                  1996               _____________
                                                     1995         


                                    Sales Price       Sales Price
                                  ________
                                     High ______
                                             Low      __
                                                            ______
                                                               Low

                                             _
                                                       ___
                                                       Hig     _
                                                                

                                                        __
                                                        h 


           <S>                     <C>      <C>      <C>     <C>  
                                                 
                                                                  
           CLASS A COMMON STOCK
             First Quarter ....     19
                                   $        14
                                           $          15
                                                     $        11
                                                             $
                                 1/8      3/4       1/8     7/8
             Second Quarter ...    20      15        17      13
                                 7/8      1/8       7/8     7/8
             Third Qu      ....
                     arter         15      13        16      15
                                 1/2      3/8       7/8     1/8
             Fourth Quarter ...    14      12        16      13
                                 3/4      1/4       1/4     5/8

                  Yearly ......    20      12        17      11
                                 7/8      1/4       7/8     7/8


           CLASS B COMMON STOCK
             First Quarter ....     18
                                   $        14
                                           $         $14      11
                                                             $
                                 1/2      3/4       5/8     5/8
             Second Quarter ...    20      14        17      13
                                 3/8      5/8       3/4     3/8
             Third Quarter ....    15      13        16      14
                                 1/2      1/8       3/4     7/8
             Fourth Quarter ...    14      11        16      11
                                 5/8      3/4               5/8

                  Yearly ......    20      11        17      11
                                 3/8      3/4       3/4     5/8

     <FN>
<PAGE>


     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 26 of  this report.   There were  no cash  dividends declared  on
     common stock in 1996 or 1995.

     The number of shareholders of the Company's common stock based on  the
     number of record holders on December 31, 1996 was:

     Class A Common Stock              559
     Class B Common Stock              696


     Transfer Agent & Registrar
     The First National Bank of Boston
     Boston, Massachusetts

     </TABLE>

     -10-
     <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, 1996 should be read in
     conjunction with the Consolidated Financial Statements.

                             _______
                                1996                
                                          ___
                                                    __
                                                                  _______
                                                                     1992
                                                            __
                                                              

                                       ______
                                       1995  
                                _
                                                 ______
                                                 1994     _____
                                                          1993       _
                                                                      

                                                    
                                (Thousands of dollars except per share
                                               amounts)
     <S>                     <C>      <C>       <C>      <C>       <C>
     Sales and operating     $1,635,2 $1,451,   $1,318,  $1,451,   $1,576,
     revenues..............  76       349       558      183       315
     (Loss) before
     extraordinary item and
       cumulative effect of
     changes in
       accounting            (2,767   (67,367
                                   )            (35,406  (4,300    (13,278
                                                               )
     principles............                 )        )                  )
     Extraordinary item....            (3,257)
     Cumulative effect of
     changes in
     accounting principles                                          7,772
     Net (loss)............  (2,767)  (70,624   (35,406  (4,300)   (5,506)
                                            )        )
     Total assets..........  565,233  583,214   704,076  656,178   675,337
     Long-term debt........  127,196  128,506   96,632   65,579    61,220





     Per Share Data:
<PAGE>


     (Loss) before
     extraordinary
       item and cumulative
     effect of
     changes in accounting         )
                               (.28              (3.63
                                             )
                                        (6.95              (.44
                                                      )        )    (1.35)
     principles............
     Net (loss)............        )
                               (.28              (3.63
                                             )
                                        (7.28              (.44
                                                      )              (.56
                                                               )         )

     Cash Dividends
     Declared:
     Class A Common........                                           .20
     Class B Common........                                           .20

     <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.

     To conform to the 1996 presentation, Sales and operating revenues  for
     the years 1992 through 1995 have been adjusted to exclude all  federal
     and state excise taxes as discussed in Note A of Notes to Consolidated
     Financial Statements on page 23 of this report.

     </TABLE>

     -11-
     <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 increased
     12.7% in 1996 compared to a 10.1% increase in 1995. 
     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.  The 1995 increase in Sales
     and operating revenues was due to a 5.8% increase in
     the average unit selling price of petroleum products
<PAGE>


     and a 4.5% increase in petroleum product sales volumes.
      Additionally, there was a $4.4 million or 5% increase
     in merchandise sales.

     As previously mentioned, merchandise sales increased
     $3.4 million or 3.5% to $102 million for the year ended
     December 31, 1996 compared to the same period in 1995,
     while merchandise gross profit increased $2.6 million
     or 9.8% for the year ended December 31, 1996 compared
     to the same period in 1995.  Merchandise gross margin
     (merchandise gross profit as a percent of merchandise
     sales) was 26.9% and 28.5% for the years ended December
     31, 1995 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 13.7% in 1996
     as compared to 1995. Same store average monthly
     gasoline volumes and merchandise sales increased
     approximately 5% and 6%, respectively, in 1996 as
     compared to 1995.

     Gasoline sales accounted for 54.3% of total 1996
     revenues, while distillates and merchandise sales
     represented 31.2% and 6.2%, respectively.  This
     compares to a dollar mix from sales of 57.8% gasoline,
     24.2% distillates and 6.8% merchandise in 1995; and
     55.2% gasoline, 28.6% distillates and 7.2% merchandise
     in 1994.

     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:


     Sales of Principal Products
     millions of dollars  1996     1995      1994 

     Gasoline           $888.1    $839.4    $728.6
     No. 2 Fuel & Diesel 436.4     335.7     296.6

     Costs and operating expenses increased 11.8% in 1996
     compared to a 9.8% increase in 1995.  The 1996 increase
     was attributable to an increase in the average
     production cost per barrel of crude oil and feedstocks
     of  20.5%.  This increase was partially offset by
     slight decreases in petroleum products sales volumes as
     mentioned above. Additional decreases offsetting the
     increase in average production per barrel mentioned
     above result  from 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 increase the
<PAGE>


     Company's Costs and operating expenses by approximately
     $.9 million and $6.7 million in 1996 and 1995,
     respectively.  The 1995 increase was attributable to an
     increase in the average production cost per barrel of
     crude oil and feedstocks of $1.62 or 9.54% and to a
     4.5% increase in petroleum products sales volumes.

     The impact of the Company's use of the LIFO method was
     to decrease the Company's gross margins in 1996, 1995
     and 1994 by $.02 per barrel ($.9 million), $.12 per
     barrel ($6.7 million) and $.35 per barrel ($19
     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.

     -12-
     <PAGE>

     In early 1996, the Company adjusted its gasoline and
     distillate production to take advantage of better
     distillate margins compared to gasoline margins. 
     Correspondingly, yields of distillates were increased
     to 51,700 barrels per day (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.  Due to deteriorating refinery gross
     margins which occurred during the third quarter of
     1994, the Company reduced fourth quarter 1994 operating
     runs at its Pasadena refinery. Additionally, in 1994,
     overall refinery production was reduced by the fourth
     quarter's maintenance turnaround of the Pasadena
     refinery's Fluid Catalytic Cracking Unit (FCCU) and
     related units.  The FCCU is the primary gasoline
     facility.  As a result, yields of gasoline increased
     from 79,800 bpd (54%) in 1994 to 90,700 bpd (58.6%) in
     1995.  Distillate yields decreased slightly from 48,200
     bpd (32.6%) in 1994 to 46,200 bpd (29.8%) in 1995. 
     Total refinery production was: 152,600 bpd in 1996,
     154,800 bpd in 1995 and 147,700 bpd in 1994.

     Selling and administrative expenses increased 16.1% in
     1996 after decreasing 2.3% in 1995.  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
<PAGE>


     incentive payments due to improved Company performance.
      The 1995 decrease was primarily due to decreased
     corporate level administrative costs as a result of
     certain cost cutting programs initiated by the Company.
      At December 31, 1996, the Company operated 264 retail
     gasoline facilities and 79 convenience stores compared
     to 267 retail gasoline facilities and 81 convenience
     stores at December 31, 1995 and 258 retail gasoline
     facilities and 99 convenience stores at December 31,
     1994.  Selling and administrative expenses in 1994
     include $.5 million in reorganization costs.

     Operating costs and expenses in 1996, 1995 and 1994
     include $1.9 million, $3.2 million and $1.9 million,
     respectively, related to environmental matters and $.5
     million, $.1 million and $1.6 million, respectively, of
     accrued non-environmental casualty related costs. 
     Operating costs and expenses in 1996 have been reduced
     by $4.8 million relating to adjustments in certain
     liability reserves.  Additionally, 1995 and 1994
     expenses also include $3.7 million and $3 million,
     respectively, related to retail units that have been
     closed.

     Depreciation and amortization decreased 13.3% in 1996
     after decreasing 14.1% in 1995.  The 1996 decreases
     were primarily the result of 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, which decreased 1996
     depreciation and amortization by approximately $3.9
     million.  The 1995 decreases were primarily the result
     of decreases in refinery turnaround amortization due to
     a $10.4 million decrease in the total underlying value
     of the Pasadena Refinery FCCU turnaround being
     amortized in 1995 compared to the total underlying
     value of the FCCU turnaround that was being amortized
     in 1994.

     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.  The loss of $16.8 million from Write-downs of
     property, plant and equipment in 1994 resulted from the
     abandonment of a project to construct a
     hydrodesulphurization unit at the Pasadena refinery.

     Interest and other income in 1996 decreased $3.4
     million after increasing $3.8 million in 1995.  The
     1996 decrease is due primarily to the consolidation in
<PAGE>


     the fourth quarter of 1995 of the Company's wholly-
     owned insurance subsidiaries which reported $2.3
     million in equity earnings (and 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.  The 1995
     increase was primarily the result of increases in other
     income of $2.3 million from the Company's wholly-owned
     insurance subsidiaries.  Further, interest income
     increased $1.4 million due to an increase in the
     average daily cash invested of $9.5 million and to an
     increase in the average daily rate on cash invested of
     196 basis points.

     -13-
     <PAGE>


     Interest expense in 1996 was comparable to 1995. 
     Interest expense increased $6.9 million in 1995
     compared to 1994 due primarily to an increase in the
     average daily cash borrowed of $59.4 million .  At
     December 31, 1995, there were additional outstanding
     borrowings of $31.9 million compared to December 31,
     1994.  The additional outstanding borrowings were due
     to the sale of $125 million of Unsecured 10.875% Senior
     Notes in January 1995 net of the repayment of the
     outstanding balance of the unsecured 10.42% Senior
     Notes and Unsecured Credit Agreement outstanding on
     December 31, 1994.

     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 benefit of
     $2 million).


     Liquidity and Capital Resources

     The Company's cash and cash equivalents were $6 million
     lower at year-end 1996 than at year-end 1995.  The
     decrease was attributable to $32.5 million of net cash
     outflows from investment activities and $1.2 million of
     net cash outflows from financing activities.  These
     outflows were principally offset by cash provided by
     operating activities of $27.7 million.

     Net cash outflows from investment activities in 1996
     consisted principally of capital expenditures of $24.1
     million (which includes $11 million related to the
     marketing area and $10.3 million for refinery
     operations) and $6.1 million in capitalized costs of
<PAGE>


     software and related business processes developed for
     the Company's own use.  Additionally, cash outflows
     from investing activities include $4.8 million of
     refinery deferred turnaround costs. The total outflows
     from investment activities were partially offset by
     proceeds from the sale of property, plant and equipment
     of $2.5 million.

     Net cash outflows from financing activities in 1996
     relates primarily to net repayments of long-term debt
     of $1.5 million.

     Net cash inflows from operating activities in 1996 is
     net of $1.9 million in net outflows relating to other
     assets and liabilities.  These outflows were primarily
     the result of decreases in accrued income and excise
     tax liabilities and in other accounts payable and to
     increases in prepaid insurance premiums and in accounts
     receivable.  Partially offsetting these cash outflows
     were decreases in crude oil and finished products
     inventories due primarily to a reduction in crude oil
     requirements at the Pasadena refinery, and decreases in
     recoverable and deferred income taxes.  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

     The ratio of current assets to current liabilities was
     1.29:1 and 1:22 to 1, respectively, at December 31,
     1996 and 1995.  If FIFO values had been used for all
     inventories, the ratio of current assets to current
     liabilities would have been 1.60:1 at December 31, 1996
     and 1.49:1 at December 31, 1995.

     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
<PAGE>


     of approximately $15.7 million as of December 31, 1996
     to cover the estimated costs of compliance with
     environmental regulations which are not anticipated to
     be of a capital nature.  The liability of $15.7 million
     includes accruals for issues extending past 1997.

     -14-
     <PAGE>

     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 cleanup efforts, varying costs of alternative
     remediation strategies, changes in environmental
     remediation requirements, the number and financial
     strength of other potentially responsible parties at
     multi-party sites, and the identification of new
     environmental sites.  As a result, charges to income
     for environmental liabilities could have a material
     effect on results of operations in a particular quarter
     or year as assessments and remediation efforts proceed
     or as new claims arise.  However, management is not
     aware of any matters which would be expected to have a
     material adverse effect on the Company.

     During the years 1997-1998, the Company estimates
     environmental expenditures at the Pasadena and Tyler
     refineries, of at least $3.8 million and $2 million,
     respectively.  Of these expenditures, it is anticipated
     that $2.8 million for Pasadena and $1.5 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
     $2.8 million through 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.  Under the Revolving Credit Agreement
     effective September 25, 1995, as amended (Credit
     Agreement), the Company had outstanding as of March 14,
     1997, irrevocable standby letters of credit in the
     principal amount of $38.2 million for purposes in the
     ordinary course of business.  At December 31, 1996, the
     Company was in compliance with all covenants and
     provisions of the Credit Agreement.  Meeting the
     covenants imposed by the Credit Agreement is dependent,
     among other things, upon the level of future earnings.
      The Company reasonably expects to continue to be in
     compliance with the covenants imposed by the Credit
     Agreement or a successor agreement over the next twelve
     months.

     At the Company's option, up to $37.5 million of the
     Unsecured 10.875% Senior Notes (Notes) may be redeemed
<PAGE>


     at 110.875% of the principal amount at any time prior
     to February 1, 1998.  After such date, they may not be
     redeemed until February 1, 2000 when they are
     redeemable at 105.438% of the principal amount, 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 (Money Lien) discussed in Note
     C of Notes to Consolidated Financial Statements on page
     27 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 the 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.

     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 1997 are projected to approximate $43 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 Unsecured
     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 Unsecured Credit
     Agreement expires on September 30, 1997 and the Company
     intends to renew or replace the existing facility.  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.
<PAGE>


     -15-
     <PAGE>

     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 at the
     greater of $5 million or shutdowns for periods in
     excess of 25 days.

     The Company has disclosed in Note I of Notes to
     Consolidated Financial Statements on page 33 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 9 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 with management
     and supervisory personnel and intends to continue full
     operations until an agreement is reached with the
     collective bargaining unit.


     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
<PAGE>


     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.

     -16-
     <PAGE>

     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
<PAGE>


     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.

     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
<PAGE>


     representative amount of total gasoline sold at the
     Company's retail units:

     Earnings Sensitivity           Change         Annual
     Impact

     Refining margin                 $0.10/bbl      $ 5.6
     million
     Retail margin                     $0.01/gal      $ 5.4
     million

     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.

     -17-
     <PAGE>

     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.
<PAGE>









     (This space intentionally left blank)

     -18-
     <PAGE>
     <TABLE>
     <CAPTION>

     Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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



                                               December 31
                                             _____
                                                        _____
                                                             

                                           ________
                                           1996       ________
                                                      1995    


     Assets
     <S>                                   <C>        <C>
     Current Assets
      Cash and cash equivalents ........     $           42,045
                                                        $
                                             36,031
      Accounts receivable, less allowance
     for
       doubtful accounts (1996--$1,079;                 105,799
     1995--$1,531)......................     113,44
                                           7
      Recoverable income taxes .........      4,820      4,137
      Inventories ......................     66,004     96,025
      Other current assets .............     ______
                                             13,207     _
                                                         _____
                                                         2,595
                                                       

       Total Current Assets ............                250,601
                                             233,50
                                           9



     Investments and Deferred Charges...     33,807     30,633



     Property, Plant and Equipment
      Land .............................     44,438     45,856
      Petroleum refineries .............                364,806
                                             374,49
                                           0
      Marketing facilities .............                189,272
                                             195,36
<PAGE>


                                           6
      Pipelines and other equipment ....     ______
                                             25,944     ______
                                                        24,404

                                                        624,338
                                             640,23
                                           8

       Less allowance for depreciation .                _______
                                                        322,358
                                                       

                                             ______
                                             342,32
                                           ___
                                              

                                           _
                                           1

          Net Property, Plant and                       301,980
     Equipment..........................     297,91
                                           7

                                             _____
                                                        ______
                                                              
                                                  _
                                                   

                                             _
                                             $          _
                                                        $

                                             _
                                                        _
                                                         

                                             ______
                                             565,23
                                           ___
                                                      ___
                                                         
                                                        _______
                                                        583,214

                                           ________
                                                      _________
                                                               

                                           _
                                           3

                                           _
                                            











     <FN>
     See notes to consolidated financial statements

     </TABLE>

     -19-
     <PAGE>
     <TABLE>
     <CAPTION>

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




                                                December 31
<PAGE>


     Liabilities and Stockholders' Equity  __________
                                                 1996  __________
                                                             1995

                                              ____
                                                          ____
                                                              
     <S>                                   <C>         <C>
     Current Liabilities
      Accounts payable:
        Crude oil and refined products ..    $           $112,036
                                             112,532
        Other ...........................    17,130      24,287
      Accrued liabilities ...............    49,594      66,788
      Current portion of long-term debt       _____
                                              1,379
                                             __
                                               
                                        .                 _____
                                                          1,559
                                                         __
                                                           

      Total Current Liabilities .........    180,635     204,670

     Long-Term Debt......................    127,196     128,506

     Deferred Income Taxes...............    30,535      27,995

     Other Deferred Liabilities..........    39,492      32,548


     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 1996 and 4,817,392 in     24,087      24,087
         ................................
     1995

      Class B Common Stock--par value $5
     per share:
      Authorized--7,500,000 shares;
      issued and outstanding shares--
      5,165,786 in 1996 and 5,135,558 in     25,829      25,678
         ................................
     1995
      Additional paid-in capital ........    91,817      92,249
      Unearned restricted stock .........    (2,951)     (3,733)
      Retained Earnings .................    ______
                                             48,593
                                             _
                                                         _
                                                          
                                                         ______
                                                         51,214

      Total Common Stockholders' Equity .    187,375     189,495

                                             ______
                                                         ______
                                                               
                                                   _
                                                               _
                                                                

                                             _
                                             $           _
                                                         $_______
                                                          583,214

                                             _
                                                         ________
                                                                 

                                           ___
                                              
                                             _______
                                             565,233

                                           _________
                                                    







     <FN>
     See notes to consolidated financial statements
     </TABLE>
<PAGE>



     -20-
     <PAGE>
     <TABLE>
     <CAPTION>

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

                                                  Year Ended December 31
                                               ______
                                                          ______
                                                                     ______
                                                                           

                                              ________
                                              1996       ________
                                                         1995       ________
                                                                    1994    

                                                                        _
                                                                         
     <S>                                      <C>        <C>        <C>
     Revenues
     Revenues
     Revenues
      Sales and operating revenues .........  $           $          $
                                              1,635,27    1,451,34   1,318,55
                                              6          9          8

     Operating Costs and Expenses
     Operating Costs and Expenses
     Operating Costs and Expenses
      Costs and operating expenses .........
                                              1,498,64    1,340,59   1,221,49
                                              7          6          4
      Selling and administrative expenses       96,098
                                          ..               82,792     84,754
      Depreciation and amortization ........    31,756     36,640     42,644
      Sales, abandonments and write-down of
     property, plant
          and equipment:
              Write-down of property, plant                80,524     16,841
      and equipment ........................
              Sales and abandonments of       _____
                                                          ___
                                                             
                                                   ___
                                                   217               ___
                                                                        
                                                                     
                                                                 )
                                                             ____
                                                             (311           )
                                                                        ____
                                                                        (840
      property, plant and equipment ........


                                              ________
                                              1,626,71
                                              _
                                                          ________
                                                          1,540,24
                                                         __
                                                                    __
                                                                      
                                                                     ________
                                                                     1,364,89

                                              _
                                              8          _
                                                         1          _
                                                                    3

     Operating Income (Loss)
     Operating Income (Loss)
     Operating Income (Loss)................     8,558    (88,892    (46,335
                                                                 )          )
      Interest and other income ............     2,001      5,351      1,502
      Interest expense .....................  _
                                               _______
                                               (13,982)   _______
                                                          (14,948)    

                                                                    __
                                                                      
                                                                     ______
                                                                     (8,003)


     (Loss) Before Income Taxes and
     (Loss) Before Income Taxes and
     (Loss) Before Income Taxes and             (3,423)   (98,489    (52,836
                                                                 )          )
     Extraordinary Item
     Extraordinary Item
     Extraordinary Item.....................

     Income Tax (Benefit) 
     Income Tax (Benefit) 
     Income Tax (Benefit) ..................  ____
                                                  ____
                                                  (656    _______
                                                          (31,122
                                                      )          )    

                                                                     _______
                                                                     (17,430
                                                                    __
                                                                            )


     (Loss) Before Extraordinary Item
     (Loss) Before Extraordinary Item
     (Loss) Before Extraordinary Item.......    (2,767)   (67,367    (35,406
                                                                 )          )

     Extraordinary (Loss) from Early
     Extraordinary (Loss) from Early
     Extraordinary (Loss) from Early
     Extinguishment
     Extinguishment
     Extinguishment
<PAGE>


      of Debt (net of income tax benefit of
      of Debt (net of income tax benefit of
      of Debt (net of income tax benefit of   _______
                                                     
                                              _______
                                                     
                                              _______
                                                          _______
                                                          ( 3,257
                                                     _
                                                      
                                                     _
                                                      
                                                     _
                                                                 )   ______
                                                                           
                                                                     ______
                                                                           
                                                                     ______
                                                                           _
                                                                            
                                                                           _
                                                                            
                                                                           _
                                                                            
     $2,039)
     $2,039)
     $2,039)................................

     Net (Loss)
     Net (Loss)
     Net (Loss).............................    ______
                                                (2,767
                                               _
                                                
                                              _
                                              $            _______
                                                           (70,624
                                                          _
                                                          $
                                                      )              _
                                                                     $_______
                                                                      (35,406

                                              _______
                                                          ________
                                                                     ________
                                                                             
                                                         __
                                                                    __
                                                                      
                                                          )
                                                          _
                                                           
                                                         _
                                                                     )
                                                                     _
                                                                      
                                                                    _
                                                                     

     Net (Loss) Per Share:
     Net (Loss) Per Share:
     Net (Loss) Per Share:
     (Loss) Before Extraordinary Item
     (Loss) Before Extraordinary Item
     (Loss) Before Extraordinary Item.......  $           $
                                                      )
                                                  (.28               $
                                                                 )
                                                            (6.95           )
                                                                       (3.63

     Extraordinary (Loss) from Early
     Extraordinary (Loss) from Early
     Extraordinary (Loss) from Early
      Extinguishment of Debt
      Extinguishment of Debt
      Extinguishment of Debt ...............  _______
                                                          ___
                                                             
                                                     _
                                                                     ______
                                                                           
                                                                 )
                                                             ____
                                                             (.33          _
                                                                            


     Net (Loss) Per Share
     Net (Loss) Per Share
     Net (Loss) Per Share...................   ___
                                                  
                                              _
                                              $            _
                                                            
                                                          _
                                                          $
                                                      )
                                                  ____
                                                  (.28      _____
                                                            (7.28    _
                                                                     $
                                                                 )          )
                                                                       _____
                                                                       (3.63
                                                                      _
                                                                       

                                              _______
                                                          ______
                                                                     ______
                                                                           











     <FN>
     See notes to consolidated financial statements

     </TABLE>

     -21-
     <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      Additio  Unearne
                                                                nal       d
                             Common Stock      Common Stock   Paid-In  Restric  Reta
                                                                         ted       d
                              __
                                               ___
                                                      ______
                                                      Amount     __
                                                                          __
                                                                            

                            ______
                            Shares   ______
                                     Amount   ______
                                              Shares          _______
                                                              Capital   ______
                                                                        Stock   ____
                                                                                Earn

                               _
                                                _
                                                                                   _
                                                                                   s

     <S>                    <C>      <C>     <C>      <C>     <C>      <C>      <C>
     Balance at January 1,
     Balance at January 1,
     Balance at January 1,  4,817,3  $       5,015,2  $       $91,870
     1994
     1994
     1994                                                                       $
                            92       24,087  06       25,076                    157,
<PAGE>



     Net (loss) for 1994                                                        (35,


     Adjustment to minimum
      pension liability,
     net of
      deferred income tax
      benefit of $133
     Purchases of Common                                                          24
                                             (135,00       )
                                                       (675         )
                                                              (2,059
     Stock                                   0    )
     Stock registered to
      participants of
     stock
      incentive plans                        105,500    528    1,282    (1,810
                                                                       $
                                                                            )
     Market value
     adjustments to
      Unearned Restricted   ______
                                     _____
                                             ______
                                                   
                                          _
                                                          _
                                                           
                                                      ____
                                                          
                                                   _
                                                                    )
                                                                ____
                                                                (544
                                                              ___
                                                                          ___
                                                                          544
                                                                       ____
                                                                                ____
                                                                                    
     Stock
     Balance at December
     Balance at December
     Balance at December    4,817,3  24,087  4,985,7  24,929  90,549         )
                                                                       (1,266   122,
     31, 1994
     31, 1994
     31, 1994               92               06

     Net (loss) for 1995                                                        (70,


     Adjustment to minimum
      pension liability,
     net of
      deferred income
     taxes
      of $133
     Stock registered to                                                         (32
      participants of
     stock
      incentive plans                        149,800    749    1,273   (2,022)
     Market value
     adjustments to
      Unearned Restricted                                        445         )
                                                                         (445
     Stock
     Other                  ______
                                     _____
                                                 __
                                                 52
                                             _____
                                                  
                                          _
                                                          _
                                                           
                                                      ____
                                                              ____
                                                                  
                                                                 ___
                                                                 (18)        _
                                                                              
                                                                       ______
                                                                                ____
                                                                                    

     Balance at December
     Balance at December
     Balance at December    4,817,3  24,087  5,135,5  25,678  92,249   (3,733)  51,2
     31, 1995
     31, 1995
     31, 1995               92               58

     Net (loss) for 1996                                                        (2,7


     Adjustment to minimum
      pension liability,
     net of
      deferred income tax
      benefit of $133                                                             14
     Stock registered to
      participants of
     stock
      incentive plans                        45,450     227      466     (693)
     Cancellation of non-
     vested stock
      registered to
<PAGE>


     participants of
      stock incentive                        (51,050   (255)        )
                                                                (591      846
     plans                                        )
     Stock option                            35,828     179      337
     exercises
     Market value
     adjustments to
      Unearned Restricted                                           )
                                                                (629      629
     Stock
     Other                  ______
                                     _____
                                          
                                  _
                                  2          ______
                                                   
                                          _
                                                          _
                                                           
                                                      ____
                                                          
                                                   _
                                                                    )
                                                                 ___
                                                                 (15
                                                              ____
                                                                             _
                                                                              
                                                                       ______
                                                                                ____
                                                                                    

     Balance at December
     Balance at December
     Balance at December    _______
                            4,817,3  _
                                     $       _______
                                             5,165,7  _
                                                      $        ______
                                                               91,817
                                                              _
                                                              $         ______
                                                                        (2,951
                                                                       _
                                                                       $
     31, 1996
     31, 1996
     31, 1996                                                                    ___
                                                                                 48,
                                                                                _
                                                                                $
      of $133               _______
                                     _
                                             _______
                                                      _
                                                              _______
                                                                       _______
                                                                              

                            __
                            94       ______
                                     24,087  __
                                             86       ______
                                                      25,829                )

                            __
                                     ______
                                             __
                                                      ______
                                                            





     <FN>
      See notes to consolidated financial statements
     </TABLE>

     -22-
     <PAGE>

     <TABLE>
     <CAPTION>

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

                                            Year Ended December 31
                                          _______
                                             1996   _______
                                                       1995  _______
                                                                1994

                                             __
                                                      __
                                                                _
                                                                 
     <S>                                  <C>      <C>       <C>
     Cash Flows From Operating
     Cash Flows From Operating
     Cash Flows From Operating
     Activities
     Activities
     Activities
     Net (loss).........................   (2,767
                                          $         $        $
                                           )        (70,624  (35,406
                                                    )        )
     Reconciling items from net (loss)
     to net
      cash provided by operating
     activities:
      Depreciation and amortization ....   31,756   36,640   42,644
      Loss (Gain) on sales of property,
     plant
       and equipment ...................     217      (311)    (840)
      Write-down from implementation of             80,524
      SFAS No. 121 .....................
      Write-down of Pasadena Refinery                        16,841
     HDS equipment......................
      Equity (earnings) loss in                           )
                                                    (2,369      880
<PAGE>


     unconsolidated subsidiaries........
      Deferred income taxes ............   (1,406   (25,986        )
                                                             (2,303
                                           )        )
      Other deferred items .............   1,837     1,880      412
      Extraordinary loss ...............             3,257
     Changes in assets and liabilities
      Accounts receivable ..............   (7,648   23,185   (37,571
                                           )                 )
      Inventories ......................   30,021         )
                                                    (1,092         )
                                                             (8,122
      Other current assets .............                  )
                                                    (1,331         )
                                                               (502
                                           (10,61
                                           )
                                          2
      Crude oil and refined products         496    (38,841  46,711
     payable............................            )
      Other accounts payable ...........   (7,157         )
                                                    (5,701    9,488
                                           )
      Accrued liabilities and other                 15,288    1,355
     deferred liabilities...............   (10,25
                                           )
                                          0
      Income taxes payable ............                            )
                                                             (3,264
      Recoverable and deferred income      3,263          )
                                                    (6,245   (21,721
     taxes..............................                     )
      Deferred financing costs .........        _
                                                 
                                           _____
                                                          )
                                                    ______
                                                    (4,102   ______
                                                                   

       Net Cash Provided by Operating
       Net Cash Provided by Operating
       Net Cash Provided by Operating      ______
                                           27,750    _____
                                                     4,172
                                                    _
                                                              _____
                                                              8,602
                                                             _
                                                              
     Activities
     Activities
     Activities.........................


     Cash Flows From Investment
     Cash Flows From Investment
     Cash Flows From Investment
     Activities
     Activities
     Activities
      Capital expenditures .............            (41,010  (34,359
                                           (24,10   )        )
                                           )
                                          1
      Proceeds from sales of property,     2,494     6,359    4,868
     plant and equipment................
      Investment in subsidiaries .......             6,778         )
                                                               (101
        Capitalization of software costs   (6,077   (6,908)
     and                                   )
       related business processes ......
      Deferred turnaround maintenance      ______
                                           (4,846         )
                                                    ______
                                                    (2,637   _______
                                                             (13,390
     and other..........................
                                           )                 )
                                                             _
                                                              
       Net Cash (Used in) Investment
       Net Cash (Used in) Investment
       Net Cash (Used in) Investment                _______
                                                    (37,418  ____
                                                             (42,___
                                                                 982
     Activities
     Activities
     Activities.........................
                                           ______
                                           (32,53
                                          __
                                                    )        )
                                                             _
                                                              

                                           )
                                          _
                                          0


     Cash Flows From Financing
     Cash Flows From Financing
     Cash Flows From Financing
     Activities
     Activities
     Activities
      Proceeds from debt and credit                 142,711  64,220
     agreement borrowings...............   108,00
                                          0
      Repayments of debt and credit                          (24,199
     agreement borrowings...............   (109,5   (122,75  )
                                          22   )         )
                                                   5
      Net (issuances) repayments of         (228)      467         )
                                                                (60
     long-term notes receivable.........
<PAGE>


      Issuances (purchases) of common      ___
                                              
                                             ___
                                             516    ______
                                                              
     stock..............................
                                                                   )
                                                             ______
                                                             (2,734
                                                             _
                                                              

       Net Cash (Used in) Provided by
       Net Cash (Used in) Provided by
       Net Cash (Used in) Provided by      ______
                                           (1,234   ______
                                                    20,423    
      Financing Activities
      Financing Activities
      Financing Activities .............
                                           )                 ______
                                                             37,227
                                                             _
                                                              


     Net (Decrease) Increase  in Cash
     Net (Decrease) Increase  in Cash
     Net (Decrease) Increase  in Cash      (6,014   (12,823   2,847
     and Cash Equivalents
     and Cash Equivalents
     and Cash Equivalents...............   )        )
     Cash and Cash Equivalents at
     Cash and Cash Equivalents at
     Cash and Cash Equivalents at          ______
                                           42,045   ______
                                                    54,868     
     Beginning of Year
     Beginning of Year
     Beginning of Year..................
                                                             ______
                                                             52,021
                                                             _
                                                              


     Cash and Cash Equivalents at End of
     Cash and Cash Equivalents at End of
     Cash and Cash Equivalents at End of   _
                                           $         ______
                                                     42,045
                                                    _
                                                    $         ______
                                                              54,868
                                                             _
                                                             $
     Year
     Year
     Year
                                           _
                                                    _______
                                                             _______
                                                                    

                                           ______
                                           36,031
                                          __
                                            

                                          _______
                                                 


     Supplemental Disclosures of Cash
     Supplemental Disclosures of Cash
     Supplemental Disclosures of Cash
     Flow Information
     Flow Information
     Flow Information
      Cash paid during the year for:
       Interest (net of amount             $         19,670
                                                    $        $6,608
     capitalized).......................   13,007
       Income taxes ....................     904     9,490    6,124

     <FN>
    See notes to consolidated financial statements

     </TABLE>

     -23-
     <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
<PAGE>


     products through 15 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 343 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 12% and 8%,
     respectively, of the Company's total employment at
     December 31, 1996.  Additionally, approximately 68% 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.

     F Z 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.

     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
<PAGE>


     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.

     -24-
     <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.

     Software Capitalization:  Costs of developing and
     implementing software and related business processes
     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
<PAGE>


     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.

     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
<PAGE>


     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.

     -25-
     <PAGE>

     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, 1996.  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 - Effective January 1, 1996,
     the Company has adopted Statement of Financial
     Accounting Standards No. 123 ``
                                   Accounting for Stock-
     Based Compensation,''
                          (SFAS 123).  The new standard
     establishes a fair value based method of measuring
     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.

     Reclassifications - To conform to the 1996
     presentation, Sales and operating revenues and Costs
     and operating expenses for  1995 and 1994 have been
     adjusted to exclude all federal and state excise taxes.
      As a result, Sales and operating revenues and Costs
     and operating expenses decreased $413,290,000 in 1995
     and $380,610,000 in 1994, respectively.  This
     adjustment had no effect on net (loss) for either
     period.

     Note B--Inventories

     <TABLE>
     <CAPTION>

     Inventories consist of the following:
<PAGE>



                                                December 31
                                             _______
                                               1996    _______
                                                         1995 

                                               (thousands of
                                                  dollars)
     <S>                                        <C>     <C>    
                                                               
     Crude oil............................     22,150
                                              $         $58,047
     Refined products.....................     _____
                                                    
                                                        ______
                                                        77,342

                                              ______
                                              84,516
                                             __
                                               

      Total inventories at FIFO                         135,389
     (approximates current cost)..........    106,666
     LIFO allowance.......................    _______
                                              (52,988   _______
                                                        (52,301

                                              )         )
      Total crude oil and refined products    ______
                                              53,678    ______
                                                        83,088


     Merchandise inventory at FIFO            6,001     6,453
     (approximates current cost)..........
     LIFO allowance.......................    ______
                                              (1,861    ______
                                                        (1,674
                                                    )         )

      Total merchandise ..................    _____
                                              4,140
                                              _
                                                        _____
                                                        4,779
                                                        _
                                                         


     Materials and supplies inventory at      _____
                                              8,186
                                              _
                                                        _
                                                         
                                                        _____
                                                        8,158
         ................................
     FIFO                                .
      Total Inventory
      Total Inventory
      Total Inventory ....................    _
                                              $______
                                               66,004    ______
                                                         96,025
                                                        _
                                                        $

                                              _______
                                                        _______
                                                               


     <FN>
     As a result of a change in base year values for a
     portion of LIFO inventories, the net loss for 1996
     decreased by approximately $3.7 million ($.38 per
     share).  Additionally, as a result of a reduction in
     LIFO inventories, which were carried at lower costs
     prevailing in prior years, the net loss for 1996 and
     1995 decreased by approximately $9.4 million ($.96 per
     share) and $3 million ($.31 per share), respectively.

     </TABLE>

     -26-
     <PAGE>

     Note C--Long-Term Debt and Credit Arrangements

     <TABLE>
     <CAPTION>

     Long-term debt consists of the following:

                                                December 31
                                              _____
                                                         ____
                                                             
<PAGE>


                                             _______
                                             1996      _______
                                                       1995   

                                                          _
                                                           

                                               (thousands of
                                                  dollars)
     <S>                                      <C>       <C>    
                                                               
     Unsecured 10.875% Senior Notes..         $         $
                                              124,748   124,71
                                                       6
     Purchase Money Lien.............         3,330      4,492
     Other obligations...............           ___
                                                497
                                              ___
                                                           ___
                                                           857
                                                        ___
                                                           

                                              128,575
                                                        130,06
                                                       5

     Less current portion............         _____
                                              1,379
                                              _
                                                         _____
                                                         1,559
                                                        _
                                                         

      Long-Term Debt
      Long-Term Debt
      Long-Term Debt ................         _
                                              $         _
                                                        $

                                              _
                                                        _
                                                         

                                              _______
                                              127,196
                                             __
                                                       __
                                                         
                                                        ______
                                                        128,50

                                             ________
                                                       _______
                                                              

                                                       _
                                                       6

                                                       _
                                                        



     <FN>
     The aggregate maturities of long-term debt through 2001
     are as follows (in thousands):
     1997 - $1,379;  1998 - $1,455;  1999 - $866;  2000 -
     $72;  2001 - $47.

     </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 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.
<PAGE>


     Effective as of September 25, 1995, the Company entered
     into a two year Unsecured Revolving Credit Agreement
     (Agreement) with  NationsBank of Texas, N.A., as
     administrative agent and letter of credit agent, and
     The First National Bank of Boston and Texas Commerce
     Bank National Association, as agents.  Additionally,
     there are six other participant banks.  Under the
     Agreement, the banks have committed a maximum of $130
     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
     three methods based on the Base Rate, the London
     Interbank Offered Rate, or the Certificates of  Deposit
     Rate (all as defined).  The Agreement limits
     indebtedness (as defined) and cash dividends and
     requires the maintenance of various covenants
     including, but not limited to, minimum consolidated
     tangible net worth, minimum working capital and minimum
     FIFO net income or (loss) (all as defined).  The
     Company intends to use the Agreement for general
     corporate and working capital purposes.

     As of December 31, 1996, the Company had outstanding
     irrevocable standby letters of credit in the principal
     amount of $59.6 million.  Unused commitments under the
     terms of the Credit Agreement totaling $70.4 million
     were available for future borrowings and issuance of
     letters of credit at December 31, 1996.  The Company
     pays an annual commitment fee on the unused portion of
     the credit line.

     The Purchase Money Lien is secured by certain service
     station equipment and office furnishings having a cost
     basis of $6.5 million.  The effective rate for the
     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.

     <TABLE>
     <CAPTION>

     The following interest costs were charged to pre-tax income:
                                            Year Ended December 31
                                         _______
                                           1996     ______
                                                      1995   _______
                                                               1994 

                                            (thousands of dollars)
     <S>                                 <C>       <C>       <C>
     Total interest costs incurred....    $15,822    15,234
                                                    $          8,288
                                                              $
     Less: Capitalized interest.......    _____
                                          1,840       ___
                                                      286
                                                    __
                                                                ___
                                                                285
                                                              __
                                                                

                      Interest Expense     ______
                                           13,982
                                          _
                                          $         _
                                                    $______
                                                     14,948   _
                                                              $_____
                                                               8,003

                                          _______
                                                    _______
                                                              ______
                                                                    


     </TABLE>

     -27
     <PAGE>
<PAGE>



     Note D--Crude Oil and Refined Product Hedging
     Activities

     The net deferred loss from crude oil and refined
     product hedging strategies was $3.4 million and $1.6
     million at December 31, 1996 and 1995, respectively. 
     Included in these hedging strategies are contracts
     maturing from January 1997 to March  1997.  The Company
     is using these contracts to defer the pricing of
     approximately 14% of its crude oil commitments and to
     fix the margin on approximately 2% 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   ________
                                                             1995

                                                 __
                                                            __
                                                              

                                                 (thousands of
                                                   dollars)
     <S>                                     <C>         <C>
     Deferred tax liabilities:
      Depreciation and amortization .....       $          $
                                                (63,661    (57,660
                                                )          )
      Other .............................       _______
                                                (26,066    _______
                                                           (22,264

                                                )          )
        Total deferred tax liabilities ..       (89,727    (79,924
                                                )          )

     Deferred tax assets:
      Postretirement and pension                7,427       5,919
     obligations.........................
      Environmental, litigation and other       9,796       9,552
     accruals............................
      Construction and inventory cost not       11,765      8,156
     currently deductible.................
      Benefit of future tax NOL carry           14,869     10,659
     forwards............................
      Other .............................       ______
                                                15,335     _
                                                            
                                                           ______
                                                           17,643

        Total deferred tax assets .......       ______
                                                59,192     ______
                                                           51,929
                                                           _
                                                            


        Net deferred tax liabilities ....       _
                                                $          _
                                                           $

                                                _
                                                           _
                                                            
<PAGE>


                                             ___
                                                _______
                                                (30,535  ___
                                                            
                                                           _______
                                                           (27,995

                                             _________
                                                         _________
                                                                  
                                             __
                                               
                                                )
                                               _
                                                
                                             __
                                                           )


     </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,  along  with  net  operating  loss
     carryforwards of  $44.4  million which  expire  in  the
     years 2009 through 2011.

     Recoverable  income   taxes  include   an  income   tax
     receivable for the anticipated refund from the  current
     use of net operating  losses and the estimated  benefit
     from net operating loss carryforwards that will be used
     in 1997.

     Significant components of the income tax (benefit)  for
     the years ended December 31 follows.

     <TABLE>
     <CAPTION


                                      ________
                                          1996  ________
                                                    1995  ________
                                                              1994

                                         __
                                                   __
                                                             __
                                                               

                                         (thousands of dollars)
     <S>                              <C>       <C>       <C>
     Current:
      Federal .....................    $    0              $
                                                  $
                                                           (14,541
                                                  (5,372
                                                           )
                                                  )
      State .......................    ___
                                          ___
                                          750              __
                                                             
                                                    ___
                                                    236
                                                  __
                                                                 )
                                                             ____
                                                             (586

        Total Current .............       750     (5,136   (15,127
                                                  )        )

     Deferred:
      Federal .....................      (911)             (2,188)
                                                  (25,17
                                                8 )
      State .......................    __
                                             )
                                         ____
                                         (495      ____
                                                   (808)
                                                  _
                                                           __
                                                                 )
                                                             ____
                                                             (115

        Total Deferred ............    ______
                                       (1,406)             ______
                                                           (2,303)

                                                __
                                                  ______
                                                  (25,98

                                                _
                                                6 )
<PAGE>


      Income Tax (Benefit) ........    _
                                       $ ____
                                         (656
                                        _
                                             )    _
                                                  $        _
                                                           $

                                       _____
                                                  _
                                                           _
                                                            

                                                __
                                                  ______
                                                  (31,12   _______
                                                           (17,430
                                                          __
                                                            

                                                ________
                                                          ________
                                                                  

                                                 _
                                                  
                                                _
                                                2          )
                                                  )

                                                __
                                                  

     <FN>

     Current state  tax provision  includes  franchise taxes  of  $750,000,
     $750,000  and  $1,000,000   for  the  years   1996,  1995  and   1994,
     respectively.

     </TABLE>

     -28-
     <PAGE>

     <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:


                                      ________
                                          1996  ________
                                                    1995    ____
                                                                

                                         __
                                                          _______
                                                          1994   
                                                  ___
                                                     



                                         (thousands of dollars)
     <S>                             <C>       <C>       <C>
     Income tax (benefit) calculated
     at the
      statutory federal income tax               $
                                           $               $
         ............................
     rate                             (1,198     (34,472
                                            )              (18,492
                                                 )         )
     Amortization of goodwill and        145      2,726       330
     purchase adjustment.............
     State taxes (net of federal         166           )
                                                   (572      (700)
     benefit)........................
     Other........................... ___
                                         ___
                                         231     _
                                                           _
                                                            
                                                  _____
                                                  1,196     _____
                                                            1,432

      Income Tax (Benefit) .......... _
                                      $_
                                            )    _
                                                 $
                                        ____
                                        (656               _
                                                           $

                                      _____
                                                 _
                                                           _
                                                            

                                               __
                                                 _______
                                                 (31,122   _______
                                                           (17,430
                                                         __
                                                           

                                               ________
                                                         ________
                                                                 

                                                 )         )
<PAGE>



     </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.  Net (loss) per share for 1996, 1995 and
     1994 is based upon the weighted average of common
     shares outstanding of 9,721,693, 9,697,611 and
     9,742,598, respectively, in each year. The average
     outstanding and equivalent shares excludes 249,700,
     255,300 and 105,500 shares of Performance Vested
     Restricted Stock (PVRS) shares registered to
     participants in the 1994 Long-Term Incentive Plan
     (Plan) at December 31, 1996, 1995 and 1994,
     respectively.  The PVRS shares are not considered
     outstanding for net income (loss) per share
     calculations until the shares are released to the Plan
     participants.


     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 the attainment of performance goals and
     certain restrictions including the receipt of dividends
     and transfers of ownership.  As of December 31, 1996,
     249,700 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.  PVRS awards to employees who have left the
     Company are canceled.

     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-
<PAGE>


     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 399,536 and 377,940
     at December 31, 1996 and 1995, respectively.

     -29-
     <PAGE>

     <TABLE>
     <CAPTION>

     Detail of  the Company's stock options are as follows:
                                      Common    Price Range    Weighted
                                        ___
                                                  _______
                                                      Per      Average
                                                              _________
                                                              Price Per
                                     ________
                                     Shares      _________
                                                 Share    
                                                                _____
                                                                Share
                                         _
                                          
     <S>                             <C>       <C>              <C>  
     _____________________________
     1994 Long-Term Incentive Plan

         Granted - 1994
         
         
                       .............. 109,800  $16.13   -       $16.84
                                               $16.88
         Canceled - 1994
         
         
                        ............. __
                                               $16.13   -  
                                            )
                                        ____
                                        (950                    $16.84
                                               $16.88
         Outstanding - December 31,   108,850  $16.13   -       $16.84
         ............................
     1994                                      $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 31, 1995...............          $16.88
                                      ______
                                            


         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 31, 1996...............          $16.88
                                      _______
                                             
<PAGE>



     ______________________________
     1995 Management  Stock  Option

     ____
     Plan

         Granted - 1995.............. _______
                                      461,760  $13.75   -       $13.77
                                               $16.06
         Outstanding - December 31,   461,760  $13.75   -       $13.77
         ............................
     1995                                      $16.06

         Exercised - 1996............ (6,756   $13.75
                                            )                   $13.75
         Canceled - 1996............. _______
                                      (24,524  $13.75           $13.75

                                      )
                                      _
                                       
                                     _
                                      
         Outstanding - December 31,   _______
                                      430,480  $13.75   -       $13.77
     1996                                      $16.06
                                      _______
                                             

            Shares  exercisable  at   _______
                                      143,493  $13.75   -       $13.77
     December 31, 1996...............          $16.06
                                      _______
                                             


     Total outstanding  -  December   _______
                                      915,036  $12.81   -       $14.26
     31, 1996........................          $19.50
                                      _______
                                             

     Total exercisable  -  December   _______
                                      300,249  $12.81   -       $14.20
     31, 1996........................          $16.88
                                      _______
                                             


     </TABLE>

     The weighted average remaining life for options
     outstanding  at December 31, 1996 was nine years for
     the Long Term Incentive Plan and also nine years for
     the Management Stock 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 $3.36and $3.88 for 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 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              ____
                                           1996         ____
                                                        1995

     <S>                                <C>         <C>
     Expected life (years)                   3            3
     Risk Free Interest Rate               6.04%        6.04%
     Volatility                            26.0%        26.0%
<PAGE>


     Dividend Yield                         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 45,450 and 149,800 of shares of 
     Performance Vested Restricted Stock Awards during 1996
     and 1995, respectively. The  weighted average fair 
     value at date of grant for Performance Vested 
     Restricted Stock Awards granted in 1996 and 1995 was
     $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 1996. There was no
     compensation expense recognized in 1995 for these
     awards.

     -30-
     <PAGE>

     Stock-based compensation costs 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 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 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.

     <TABLE>
     <CAPTION>

     Net periodic pension costs consisted of the following components:
<PAGE>



                                         Year Ended December 31
                                                   1995
                                          1996              1994


                                         (thousands of dollars)
     <S>                                <C>      <C>      <C>
     Service  cost  -  benefit  earned  $         $        4,666
                                                          $
                                                   4,015
     during the year..................  4,737
     Interest   cost    on   projected  8,175             6,566
                                                  7,322
     benefit obligations..............
     Actual  (return)  loss   on  plan                    1,455
     assets...........................  (13,75    (22,34
                                            )
                                        6        6    )
     Total amortization and deferral..  _____
                                        5,202             ______
                                                          (8,733
                                                  ______
                                                  15,086

                                                          )
       Net periodic pension costs ....   _____
                                         4,358
                                        _
                                        $                  _____
                                                           3,954
                                                          _
                                                          $
                                                   _____
                                                   4,077
                                                  _
                                                  $

                                        ______
                                                          ______
                                                                
                                                  ______
                                                        


     </TABLE>
     <TABLE>
     <CAPTION>

     Assumptions used in the accounting for the defined benefit plans as of
     December 31 were:

                                         1996     1995     1994

     <S>                                         <C>
                                        <C>               <C>
     Weighted average discount rates..   7.50%             8.75%
                                                  7.25%
     Rates of increase in compensation   4.00%             4.00%
                                                  4.00%
     levels...........................
     Expected long-term rate of return   9.75%    9.75%    9.50%
     on assets........................

     </TABLE>
     <TABLE>
     <CAPTION>

     The following table sets forth the funded status of the plans in which
     assets exceed accumulated benefits:

                                           December 31
                                        ________
                                            1996  ________
                                                      1995

                                           __
                                                     __
                                                       

                                          (thousands of
                                             dollars)
     <S>                                 <C>       <C>    
                                                          
     Actuarial   present    value   of
     benefit obligations:
      Vested benefit obligation ......   _
                                         $______
                                          91,948   _
                                                   $______
                                                    84,992

      Accumulated benefit obligation .   _
                                         $______
                                          94,928   _
                                                   $______
                                                    87,889
<PAGE>


      Projected benefit obligation ...   $         $
                                         113,567   107,022

     Plan assets at fair value........   _______
                                         104,651   ______
                                                   93,494


     Projected benefit  obligation (in   (8,916)   (13,528
     excess of) plan assets...........             )
     Unrecognized net loss............   7,593     12,934
     Prior service  (benefit) not  yet
     recognized
      in net periodic pension cost ...         )
                                         (1,182
                                                         )
                                                   (1,162
     Unrecognized net (asset) at
      beginning  of   year,   net   of         )
                                         ______
                                         (1,693          )
                                                   ______
                                                   (1,960
     amortization.....................
     Net pension liability............    ______
                                          (4,198
                                         _
                                         $          ______
                                                    (3,716
                                                   _
                                                   $

                                         _______
                                                   _______
                                                          

                                         )         )


     </TABLE>

     -31-
     <PAGE>
     <TABLE>
     <CAPTION>

     The following table sets forth the funded status of the plans in which
     accumulated benefits exceed assets:

                                           December 31
                                        ________
                                            1996  ________
                                                      1995

                                           __
                                                     __
                                                       

                                          (thousands of
                                             dollars)
     <S>                                <C>       <C>
     Actuarial   present    value   of
     benefit obligations:
      Vested benefit obligation ......    _____
                                          5,258
                                         _
                                         $         _
                                                   $_____
                                                    5,891

      Accumulated benefit obligation .   _
                                         $_____
                                          5,400     _____
                                                    5,891
                                                   _
                                                   $

      Projected benefit obligation ...    5,871
                                         $          6,056
                                                   $

     Plan assets at fair value........   ____
                                             _
                                             0     ____
                                                       _
                                                       0


     Projected benefit  obligation (in   (5,871    (6,056
     excess of) plan assets...........   )         )
     Unrecognized net loss............   1,320     1,307
     Prior service cost  (benefit) not
     yet recognized
         net periodic pension cost
      in                           ...     404          )
                                                     (70
     Unrecognized net obligation at
      beginning  of   year,   net   of   1,146     1,376
     amortization.....................
<PAGE>


     Minimum liability recognized.....   ______
                                         (2,399    ______
                                                   (2,448

                                         )         )
     Net pension liability............   _
                                         $         _
                                                   $

                                         _
                                                   _
                                                    

                                         ______
                                         (5,400
                                        __
                                                   ______
                                                   (5,891
                                                  __
                                                    

                                        _______
                                                  _______
                                                         

                                         )         )

     </TABLE>


     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
                                        ________
                                            1996  ________
                                                      1995

                                           __
                                                     __
                                                       

                                          (thousands of
                                             dollars)
     <S>                                <C>       <C>
     Accumulated        postretirement
     benefit obligation (APBO):
      Retirees  ........................  6,011
                                         $          6,671
                                                   $
      Fully   eligible   active   plan   1,727     1,884
     participants.......................
      Other active plan participants ... 4,564     3,384
      Unrecognized net (loss) .......... (3,730    (3,657
                                         )         )
      Unrecognized prior service cost .. _____
                                         1,157     _____
                                                   1,275

       Accrued postretirement  benefit    _____
                                          9,729
                                         _
                                         $          _____
                                                    9,557
                                                   _
                                                   $
         ...............................
     cost
                                         ______
                                                   ______
                                                         



     </TABLE>
<PAGE>



     The weighted average discount  rate used in  determining the APBO  was
     7.5% and 7.25% in 1996 and 1995, respectively.

     <TABLE>
     <CAPTION>

     Net  periodic  postretirement  benefit  cost  include  the   following
     components:


                                                 December 31
                                              1996    1995    1994


                                            (thousands of dollars)
     <S>                                    <C>     <C>     <C>
     Service cost.........................    354
                                             $        184
                                                     $        193
                                                             $
     Interest    cost    on    accumulated    856     815     680
     postretirement benefit obligation....
     Total amortization and deferral......     __
                                               55
                                             ___
                                                         )
                                                      ___
                                                      (72
                                                     __
                                                                 )
                                                              ___
                                                              (29
                                                             __
                                                               

       Net periodic postretirement benefit   _
                                             $        ___
                                                      927
                                                      _
                                                       
                                                     _
                                                     $        ____
                                                               844
                                                             _
                                                             $
         ................................
     cost                                .
                                             _
                                                     ____
                                                             _____
                                                                  

                                             _____
                                             1,265
                                            _
                                             

                                            ______
                                                  


     </TABLE>

     The Company's  policy  is  to fund  postretirement  costs  other  than
     pensions on a pay-as-you-go basis.

     -32-
     <PAGE>

     A 10% increase in the cost of medical care was assumed
     for 1996.  This medical trend rate is assumed to
     decrease 1% annually to 9% in 1997, and decrease to 0%
     thereafter as a result of the expense cap in 1998.  The
     medical trend rate assumption affects the amounts
     reported.  For example, a 1% increase in the medical
     trend rate would increase the APBO by $394,000, and the
     net periodic cost by $71,000  for 1996.


     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,
<PAGE>


     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, 1996.  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.

     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 $15.7 million as of December 31, 1996
     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,
     1995 and 1994 were costs related to environmental
     remediation in the amount of $1.6 million, $3.2 million
     and $1.9 million, respectively.

     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 cleanup 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
<PAGE>


     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. 
     However, management is not aware of any matters which
     would be expected to have a material adverse effect on
     the Company.

     -33-

     <PAGE>

     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, 1996 are as follows (in thousands):

     <S>                         <C>
         ......................
     1997                         $10,799
         ......................
     1998                         10,325
     1999......................   10,405
         ......................
     2000                         8,857
         ......................
     2001                         8,232
     After  2001...............   ______
                                  30,384

           Total Minimum Rental    ______
                                   79,002
                                  _
                                  $
     Payments..................
                                  _______
                                         


     </TABLE>

     Rental expense for the years ended December 31, 1996,
     1995 and 1994 was $12,935,000, $12,955,000 and 
     $13,658,000, respectively.

     <TABLE>
     <CAPTION>
<PAGE>



     Note K--Investments and Deferred Charges

     Investments and deferred charges consist of the following:

                                             December 31
                                          ________
                                              1996  ________
                                                        1995

                                             __
                                                       __
                                                         

                                            (thousands of
                                               dollars)
     <S>                                  <C>       <C>
     System development costs..........    $12,656    6,908
                                                     $
     Deferred turnarounds..............     9,679    10,603
     Loan expense......................    3,208     3,700
     Long-term notes receivable........    2,791     2,563
     Goodwill..........................    2,541     3,081
     Investments.......................    1,185     1,185
     Intangible pension asset..........    1,147     1,376
     Other.............................      ___
                                             600
                                           ___
                                                     _____
                                                     1,217
                                                     _
                                                      

       Investments and Deferred Charges     ______
                                            33,807
                                           _
                                           $          ______
                                                      30,633
                                                     _
                                                     $

                                           _______
                                                     _______
                                                            


     </TABLE>

     Accumulated amortization of goodwill was $4,809,000 and
     $4,395,000 at December 31, 1996 and 1995, respectively.

     -34-
     <PAGE>

     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, long-term debt
     and interest rate swap agreements 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, 1996 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, 1996 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 considered
     to be their carrying amount since these investments do
     not have quoted market prices.

     The following summarizes the carrying amounts and
     related approximate fair values as of December 31, 1996
<PAGE>


     of the Company's financial instruments whose carrying
     amounts do not equal its fair value:

     <TABLE>
     <CAPTION>

                             December 31, 1996     December 31, 1995
                            Carrying  Approxima   Carrying  Approximate
                              ___
                                          te        ___
                                                              _______
                                                                 Fair
                                       _______
                                          Fair
                            ________
                            Amount                ________
                                                  Amount      _______
                                                              Value  
                                       _______
                                       Value  

                               (thousands of         (thousands of
                                 dollars)               dollars)
     <S>                   <C>        <C>        <C>        <C>
     Assets

       Long-Term    Notes   $          $
                              2,791      2,667      2,563
                                                  $            2,294
                                                              $
     Receivable............

     Liabilities

       Long-Term Debt       $
                      .....            $127,285   $            128,181
                                                              $
                            127,196               128,506


     </TABLE>

     -35-
     <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, 1996 and 1995, 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,
     1996.  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
<PAGE>


     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, 1996 and 1995, and the consolidated
     results of their operations and their cash flows for
     each of the three years in the period ended December
     31, 1996, 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 in accordance with the adoption of
     SFAS No. 121.

                                               /s/---Ernst & Young LLP


     Baltimore, Maryland
     February 27, 1997

     -36-
     <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
                               _
                                                 _
                                                  
                                        _
                                                           _
                                                            
                                                                    __
                                                                      
                            _______
                            Quarter  _______
                                     Quarter  _______
                                              Quarter   _______
                                                        Quarter
                                                                 _______
                                                                 Yearly 



      S>
     <
     <
     <                      <C>      <C>      <C>      <C>       <C>
     1996
     Sales  and  operating   371,091
                            $        $        $        $         $1,635,2
     revenues...............          431,20   397,88   435,08   76
                                     8        9        8
     Gross profit........... 15,953   35,979   29,821   54,876    136,629
     Net (loss) income .....(13,010    3,012   (3,636   10,867    (2,767)
                            )                  )
     Net (loss) income per         )
                              (1.34              (.37
                                         .31         )   1.12       (.28)
     share..................

     1995
     Sales  and  operating  $344,833 $        $        $         $1,451,3
     revenues...............          380,12   367,12   359,27   49
                                     5        0        1
     Gross profit........... 23,260   42,638   33,232   11,623    110,753
<PAGE>


     (Loss) income before
       extraordinary item... (6,918    7,03
                                   )       0            (67,78
                                                  304             (67,367
                                                       3          )
                                                            )
     Net (loss) income .....(10,175    7,030      304             (70,624
                            )                           (67,78    )
                                                       3    )
     (Loss)   income   per
     share before
       extraordinary item...       )
                               (.71      .72            (6.99
                                                  .03              (6.95
                                                             )          )
     Net (loss) income per         )
                              (1.04      .72            (6.99
                                                  .03              (7.28
                                                             )          )
     share..................


     <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.

     The net loss in the fourth quarter of 1995 was unfavorably impacted by
     a pre-tax write-down of $80.5  million relating to the  implementation
     of Statement of Financial Accounting Standard No. 121 ``
                                                            Accounting for
     the Impairment of Long-Lived  assets and for  Long-Lived Assets to  be
     Disposed Of .
                ''

     </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.

     -37
     <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, 1997:

     Henry A. Rosenberg, Jr. (67)
     Director since 1955, Chairman of the Board and Chief
     Executive Officer since May 1975 and also President
     since March 1, 1996.  Also a director of Signet Banking
     Corporation and USF&G Corporation.

     Phillip W. Taff (55)
     Executive Vice President  and Chief Financial Officer
     since April 1996; Senior Vice President - Finance and
     Chief Financial Officer from June 1994 to March 1996. 
     Director of the Company from 1992 until his employment
<PAGE>


     by the Company.  Executive Vice President, Chief
     Financial Officer and Chief Administrative Officer of
     Greyhound Lines, Inc. from April 1993 to May 1994. 
     Senior Vice President and Chief Financial Officer of
     American Trading and Production Corporation from May
     1991 to April 1993.

     Randall M. Trembly (50)
     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.

     Edward L. Rosenberg (41)
     Senior Vice President - Supply and Transportation since
     April 1996.  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.

     John E. Wheeler, Jr. (44)
     Senior Vice President - Finance and Treasurer since
     October 1996; 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.

     Frank B. Rosenberg (38)
     Senior Vice President - Marketing since April 1996;
     Vice President - Marketing from January 1993 to March
     1996;  Southern Marketing Division Manager from January
     1992 to January 1993.  Frank B. Rosenberg is the son of
     Henry A. Rosenberg, Jr. and the brother of Edward L.
     Rosenberg.

     Thomas L. Owsley (56)
     Vice President - Legal since April 1983.

     Paul J. Ebner (39)
     Vice President - Shared Services since April 1996; Vice
     President - Marketing Support Services from December
     1991 to March 1996.

     J. Michael Mims (47)
     Vice President - Human Resources since June 1992.  Vice
     President - Internal Auditing and Consulting Services
     from December 1991 to June 1992.

     Dennis W. Marple (48)
     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.

     Dolores B. Rawlings (59)
     Vice President - Secretary since April 1996; Secretary
     from November 1990 to March 1996.
<PAGE>



     James R. Evans (50)
     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.

     Jan L. Ries (48)
     Corporate Controller since November 1996; Marketing
     Division Controller from January 1992 to October 1996.

     -38-
     <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 28, 1997.


     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 28, 1997.


     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
     28, 1997.


     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 28, 1997.


     PART IV
<PAGE>


     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 19 through 35 of this
     report:

     o  Consolidated Statements of Operations -- Years ended
     December 31, 1996, 1995 and 1994

     o  Consolidated Balance Sheets -- December 31, 1996 and
     1995

     o  Consolidated Statements of Changes in Common
     Stockholders' Equity -- Years ended December 31, 1996,
     1995 and 1994

     o  Consolidated Statements of Cash Flows -- Years ended
     December 31, 1996, 1995 and 1994

     o  Notes to Consolidated Financial Statements --
     December 31, 1996

     (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.

      -39-
     <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 a February 29, 1996 was previously
     filed with the Registrant's Form 10-K for the year
     ended December 31, 1995 as Exhibit 3(b), herin
     incorporated by reference.


     4  Instruments Defining the Rights of Security Holders,
     Including Indentures
<PAGE>



     (a)  Credit Agreement dated as of September 25, 1995
     between the Registrant and various banks was previously
     filed with the Registrant's Form 10-Q for the quarter
     ended September 30, 1995 as Exhibit 4(a), herein
     incorporated by reference.

     (b)  Amendment effective as of October 1, 1995 to the
     Credit Agreement dated as of September 25, 1995 was
     previously filed with the Registrant's Form 10-K for
     the year ended December 31, 1995 as Exhibit 4(b),
     herein incorporated by reference.

     (c)  Amendment effective as of April 1, 1996 to the
     Credit Agreement dated as of September 25, 1995 was
     previously filed with the Registrant's Form 10-Q for
     the quarter ended June 30, 1996 as Exhibit 4(a), herein
     incorporated by reference.

     (d)  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.


     10  Material Contracts

     (a)  Crude oil processing agreement between the
     Registrant and Statoil North America, Inc.is filed as
     part of this Annual Report on Form 10-K.  Certain
     portions of the Agreement have been omitted because of
     their confidential nature, and have been filed
     separately with the Securities and Exchange Commission
     marked ``
             Confidential Treatment''.

     (b)  Crown Central Petroleum 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.

     (c)  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.

     (d)  Employee Savings Plan  as amended and restated
     effective  January 1, 1987 9cwas previously filed with
     the Registrant's Form 10-K for the year ended December
     31, 1995 as Exhibit 10(c), herin incorporated by
     reference., 1987.

     (e)  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.
<PAGE>


     (f)  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.

     (g)  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.

     -40-
     <PAGE>

     (h)  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.

     (i)  Annual Performance Incentive Plan for the year
     ended December 31, 1997.

     (j)  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.

     (k)  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.

     (l)  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.

     (m)  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.


     11  Statement re:  Computation of Earnings Per Share
           Exhibit 11 is included on page 42 of this report.

     13  Annual Report to Security Holders, Form 10-Q or
     Quarterly Report to Security Holders Annual Report
     Exhibits:
     (a)  Shareholders' Letter dated February 27, 1997
     (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
<PAGE>


             Exhibit 21 is included on page 43 of this
     report.

       23  Consent of Independent Auditors
             Exhibit 23 is included on page 44 of this
     report.

     24  Power of Attorney
            Exhibit 24 is included on page 45 of this
     report.

     27  Financial Data Schedule

     99  Form 11-K will be filed under cover of Form 10-K/A
     by June 30, 1997.


     (b)  REPORTS ON FORM 8-K
            There were no reports filed on Form 8-K for the
     three months ended December 31, 1996.

     NOTE:     Certain exhibits listed on pages 40 and 41 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.

     -41-
     <PAGE>
     <TABLE>
     <CAPTION>

     EXHIBIT 11



              CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
                       COMPUTATION OF EARNINGS PER SHARE
                (thousands of dollars except per share amounts)






                                           _____________________________
                                                Year Ended December 31  

                                           _______
                                             1996     _______
                                                        1995      ______
                                                                    1994
                                                                  


     <S>                                  <C>        <C>       <C>
     Primary and  Fully Diluted  Earnings
     Per Share

     Net  (loss)  applicable  to   common   _
                                            $______
                                             (2,767    _
                                                       $         _
                                                                 $
     shares.......................
                                            _______
                                                       _
                                                                 _
                                                                  

                                            )
<PAGE>


                                                     __
                                                       _______
                                                       (70,624   _______
                                                                 (35,406
                                                               __
                                                                 

                                                     _________
                                                               ________
                                                                       
                                                               __
                                                                 
                                                       )         )
                                                                _
                                                                 
                                                               _
                                                                

     Shares outstanding  as  reported  at
     December 31,
      1995, 1994 and 1993, respectively
                                            9,952,9    9,803,0   9,832,5
                                          50         98        98

     Restricted  shares   held   by   the
     Company at
       December 31, 1995, 1994  and 1993,
     respectively.................          (255,30    (105,50
                                            )
                                          0            )
                                                     0

     Weighted average  effect  of  35,828
     shares of common
      stock issued  in  1996  for  stock    24,043
     option exercises.............

     Weighted average effect of 52 shares
     of common
       stock issued in October 1995                        13

     Weighted average  effect of  135,000
     shares
      of common stock  purchased in  May    ______
                                                       ______
                                                             
                                                  _
                                                                 _______
                                                                 (90,000
         .........................
     1994
                                                                 )
                                                                _
                                                                 
                                                               _
                                                                

     Weighted average  number  of  common
     shares
      outstanding,   as   adj usted   at
     December 31..................


                                            _______
                                            9,721,6
                                          __
                                                       _______
                                                       9,697,6
                                                     __
                                                               __
                                                                 _______
                                                                 9,742,5

                                          ________
                                                     _________
                                                               ________
                                                                       

                                          __
                                          93         __
                                                     11        __
                                                               98

                                          __
                                                     __
                                                               __
                                                                 


     Net (loss) per common share..           __
                                               
                                              ____
                                              (.28
                                            _
                                            $     )    _
                                                       $_____
                                                        (7.28)    _____
                                                                  (3.63
                                                                  _
                                                                   
                                                                 _
                                                                 $     )

                                            ______
                                                       ______
                                                                 ______
                                                                       



     </TABLE>

     -42-
     <PAGE>

     EXHIBIT 21
<PAGE>




     <TABLE>
     <CAPTION>

                               SUBSIDIARIES


        Subsidiaries as of  December 31,  1996, which are  consolidated in
     1.
        the financial  statements of  the Registrant;  each  subsidiary is
        100% owned and doing business under its own name.

                                              Nation or State
     Subsidiary                               of Incorporation

     <S>                                       <C>
     Continental American Corporation          Delaware
     Coronet Security Systems, Inc.            Delaware
     Coronet Software, Inc.                    Delaware
     Crown Central Holding Corporation         Maryland
     Crown  Central   International   (U.K.),  United Kingdom
     Limited
     Crown Central Pipe Line Company           Texas
     Crown Gold, Inc.                          Maryland
     The Crown Oil and Gas Company             Maryland
     Crown-Rancho Pipe Line Corporation        Texas
     Crown Stations, Inc.                      Maryland
     Crowncen International N.V.               Netherlands
                                               Antilles
     Fast Fare, Inc.                           Delaware
     F Z Corporation                           Maryland
     Health Plan Administrators, Inc.          Maryland
     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>

     -43-
     <PAGE>

   EXHIBIT 23







                      CONSENT OF INDEPENDENT AUDITORS
<PAGE>


        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 27,  1997, 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,
     1996.






     ERNST & YOUNG LLP

     Baltimore, Maryland
     March 20, 1997

   -44-
   <PAGE>
   <TABLE>
   <CAPTION>

     EXHIBIT 24

                             POWER OF ATTORNEY



     We, the undersigned officers and directors of Crown Central  Petroleum
     Corporation hereby  severally constitute  Henry  A. Rosenberg,  Jr.,  
     Phillip W.  Taff, 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, 1996 pursuant  to the requirements of  Section
     13 or 15(d) of the Securities Exchange Act of 1934 and all  amendments
     thereto.

     <S>                      <C>                              <C>
     _________
     Signature                _____
                              Title                            ____
                                                               Date

         
     /s/---Henry A, Rosenberg, Jr.                               Chairman
     of the Board, President  2/27/97
     Henry A. Rosenberg, Jr.                                   and   Chief
     Executive Officer
                              (Principal Executive Officer)

     /s/---Jack Africk        Director                                     
                         2/27/97
     Jack Africk

     /s/---George L. Bunting, Jr.                                Director
                         2/27/97
<PAGE>


     George L. Bunting, Jr.                               

     /s/---Michael F. Dacey                                    Director
                         2/27/97
     Michael F. Dacey                                

     /s/---Thomas M. Gibbons                                   Director
                         2/27/97
     Thomas M. Gibbons

     /s/---Patricia A. Goldman                                   Director
                         2/27/97
     Patricia A. Goldman

     /s/---William L. Jews                                     Director
                         2/27/97
     William L. Jews

     /s/---Harold E. Ridley, Jr.                                 Director
                         2/27/97
     Reverend Harold E. Ridley, Jr., S.J.

     /s/---Sanford V. Schmidt                                  Director
                         2/27/97
     Sanford V. Schmidt

     /s/---Phillip W. Taff                                     Executive
     Vice President and  2/27/97
     Phillip W. Taff          Chief Financial Officer
                              (Principal Financial Officer)

     /s/---John E. Wheeler, Jr.                                  Senior
     Vice President - Finance and Treasurer                    2/27/97
     John E. Wheeler, Jr.

     /s/---Jan L. Ries        Controller                       2/27/97
     Jan L. Ries              (Chief Accounting Officer)

     </TABLE>

     -45-
     <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   ____________
                     *_______________
                                     
                                    __
                                      _
                                       

            Henry A. Rosenberg, Jr.
            Chairman of the Board, President
            and Chief Executive Officer
<PAGE>



     By   _________________
          /s/---Jan L. Ries__________
                                     
                                    __
                                      _
                                       

            Jan L. Ries
            Controller

     Date: March 24, 1997

     Pursuant to the requirements of the Securities Exchange
     Act of 1934, this report has been signed below on March
     24, 1997  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, DirectorHenry  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)

     -46-