<PAGE>
     
     
     
                                            EXHIBIT 13.a
  CROWN CENTRAL PETROLEUM CORPORATION
  
  LETTER TO SHAREHOLDERS
  
  To the Shareholders:
  
  Crown Central Petroleum Corporation's results for
  1997 reflect both operating efficiencies and a
  stronger operating environment.  For the full year,
  Crown reported a net profit of $19.2 million ($1.97
  per share) on revenues of $1.60 billion versus a
  net loss of $2.8 million ($.28 per share) on
  revenues of $1.64 billion for the 1996 period.
  
  For the fourth quarter of 1997, Crown announced a
  net loss of $.7 million ($.07 per share) on
  revenues of $4.4 million, compared to a net profit
  of $10.9 million ($1.12 per share) on revenues of
  $435 million for the fourth quarter of 1996.
  
  Crown's performance in 1997 reflected the strong
  economy and the increasing demand and higher
  margins for petroleum products.  This year was also
  positively influenced by Crown's internal operating
  strategies that contributed to a solid performance
  and the best operating results since 1990.
  
  Supply and demand for crude oil and refined
  products are factors of our business largely beyond
  our control.  This makes it all the more critical
  for Crown to be disciplined yet flexible in
  conducting its own day-to-day business.  Through
  effective management, planning and skillful
  operations, we can compensate for some of the
  volatility inherent in the refining business.
  
  REFINING
  --------
  Improved Gulf Coast refining margins, which
  averaged $2.74 for the year, were fueled by record
  gasoline demand in the United States.  This allowed
  Crown's refining sector to enjoy its best year
  since 1990.  The improved margin environment was
  especially noticeable in the second and third
  quarters.  The strength in this market subsided in
  the fourth quarter as the delayed 3-2-1 margin
  declined by $2.79 per barrel.
  
  The reformate splitter which extracts aromatics for
  reformulated gasoline (RFG) was added to the
  Pasadena, Texas refinery as a new unit in 1996.
  The unit was run opportunistically to increase RFG
  production and it improved profits with the
  aromatic extract sales.  Production of RFG
  increased to 1.1 million barrels in 1997, up from
  800,000 in 1996.
  
  In addition to the improved margins, the refineries
  continued to experience lower fixed operating
  costs.  The Pasadena and Tyler, Texas refineries
  both completed major turnarounds on their crude
  distillation and coking units in 1997 at a total
  cost of $11 million.  The previous turnarounds on
  these process units had been in 1992.  In 1998, we
  are planning two small turnarounds which we do not
  expect to cause a disruption of our operations.
  
  Environmental projects continued to receive
  attention in 1997.  At the Company's Pasadena
  refinery, improvements in stormwater handling
  facilities were begun, and a backup amine absorber
  was installed to improve the treatment of our fuel
  gas.  In Tyler, the sulfur recovery unit was
  modified to increase recovery from fuel gas
  streams.
  
  We continue to stress the importance of health and
  safety at the refineries.  The Pasadena refinery
  enjoyed an outstanding year in safety performance,
  qualifying for both the National Petroleum Refiners
  Association (NPRA) Gold and Meritorous awards.  The
  reduction in total recordable incidents to three
  and an incident rate of 1.95 are both records for
  the Pasaena facility.  The Tyler refinery safety
  performance continues to achieve low recordable and
  lost workday totals, although the performance at
  Tyler in these categories in 1997 did not match the
  outstanding record reported in 1996.
  
  Marketing
  ---------
  CrownCen Marketing finished a strong year in which
  improvements were achieved in operating statistics
  and plans initiated to spur future results.  Same
  store merchandise sales showed a 3% increase while
  same store net merchandise dollars were up 12%,
  this after comparable improvements in 1996.  Fuel
  gallonage was flat due to less aggressive pricing
  strategies.  Same store net fuel margins declined
  3.7% for Crown as motor fuel retail margins were
  lower during 1997 in several of Crown's market
  areas.
  
  Total store count dropped from 343 at the end of
  1996 to 336 for the year just ended.  This was due
  to the closing of eleven sites that failed to meet
  our criteria for volume and margins.  Four new
  sites were opened in Maryland and the southeast
  during 1997.  Seven more sites have been opened so
  far in 1998.  Within our existing inventory of
  sites, eleven major rebuilds were completed in
  1997.  Major rebuilds represent a capital
  investment of at least $100,000 per site.
  
  (PHOTOGRAPH OF HENRY A. ROSENBERG, JR. CHAIRMAN OF
  THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER)
  
  (PHOTOGRAPH'S CAPTION: HENRY A. ROSENBERG, JR.
  CHAIRMAN OF THE BOARD, PRESIDENT AND  CHIEF
  EXECUTIVE OFFICER)
  
  CrownCen has aggressively pursued its reimaging
  program in 1997.  It is designed to upgrade
  existing units into an integrated, fresh new "look"
  with consistent graphics, canopy colors, interior
  quality, equipment and merchandise presentation.
  In the Tidewater area of Virginia, 28 locations are
  in final stages of the reimaging program with
  additional units scheduled in the North Carolina
  market.  In addition, a Company-wide ATM
  installation in all locations was commenced in
  1997.
  
  Crown's Point-of-Sale and scanning equipment is
  nearing rollout to all of our Company operated
  stores.  Once completed in 1998, Crown retail
  locations will be equipped with modern "touch
  screen" technology designed to help speed our
  customers through checkout, and reduce the time
  necessary to train new employees.  This will also
  deliver in-depth management reporting aimed at
  improving results via better inventory and pricing
  controls and regional customer reporting data.
  
  BPIP
  ----
  Crown's Business Process Improvement Project (BPIP)
  continued in 1997 with successful implementation of
  the Company's crude oil, feedstock and products
  acquisition/sale activity and Tyler Wholesale
  Marketing operations on the new system.
  Additionally, significant progress was made toward
  the development of new financial and asset
  management, human resources and payroll systems.
  As a result of reorganizing procurement and
  accounts payable functions under the Shared
  Services model and the elimination of old computing
  technology, the Company began realizing the
  financial benefits envisioned from investing in
  state-of-the-art client/server technology and
  enterprise-wide business software.  We further
  anticipate that this strategic initiative will
  provide key managers with more timely and accurate
  information to enhance decision making and help to
  lower administrative costs.
  
  Government Affairs
  ------------------
  Over the past year, several government initiatives
  have moved forward at both the state and ederal
  levels which could place additional challenges on
  the petroleum refining and marketing industry.
  
  The Federal Environmental Protection Agency (EPA)
  finalized regulations last summer imposing more
  stringent national air quality standards for ozone
  and particulate matter.  EPA guidance to the states
  for drafting air quality implementation plans will
  be forthcoming in 1998.  While the bulk of the
  emission reductions needed to comply with the new
  standards are expected to come from utility
  sources, passenger vehicles and the fuels they run
  on are also targeted for changes.
  
  In conjunction with the EPA, many states - both
  individually and collectively - are moving forward
  with regulations that could mandate changes in fuel
  composition.  The 37 states represented by the
  Ozone Transport Assessment Group (OTAG) forwarded
  recommendations to the EPA calling for a review and
  possible reduction of the sulfur content in
  gasoline and diesel fuel as a means to reduce
  vehicle emissions.  Further, 45 states are
  considering participation in a voluntary National
  Low-Emission Vehicle (NLEV) program which may
  require motor fuel modifications to avoid problems
  with vehicle emission catalysts.
  
  The EPA is also expected to report to Congress in
  the Summer of 1998 as to whether new, more
  stringent vehicle emission standards are necessary.
  Part of that on-going review has been the question
  of what should be the sulfur content in motor
  fuels.
  
  Individual states have proposed unique fuel
  standards to address localized air pollution
  problems.  Of significance to the Company, Georgia,
  Alabama and other states are considering adopting
  regulations that would require large areas of each
  state to use gasoline ("boutique" fuels) different
  from both federal reformulated gasoline and
  conventional gasoline.
  
  Despite the uncertainty surrounding future
  composition of motor fuels, and the increasing
  government pressure to reduce gasoline sulfur
  levels, the Company is well positioned to supply
  all of its customers. The Company is taking a pro-
  active stance by engaging in discussions with
  industry and government to ensure future gasoline
  and diesel will be environmentally sound and remain
  cost-effective.
  
  Lockout Activities
  ------------------
  The lockout of the Oil, Chemical and Atomic Workers
  (OCAW) bargaining unit employees at the Pasadena
  refinery continues.  A 1997 National Labor
  Relations Board (NLRB) decision associated with the
  lockout continues to support Crown's position that
  the Company has acted properly.  The unfair labor
  practice charges filed by OCAW in November and
  December of 1996 were dismissed by the NLRB
  Dallas/Fort Worth Regional director in April of
  1997.  OCAW appealed the Regional Director's
  decision to the General Counsel of the NLRB, and on
  December 31, 1997 the appeal with respect to all of
  the charges was dismissed.  No further appeal is
  possible under federal labor law.
  
  The Company has also been sued by various
  plaintiffs in three separate law suits which claim
  environmental violations, personal injury, and
  discrimination.  It is our considered judgment that
  these suits have been instigated and supported by
  OCAW as part of their "corporate campaign" to force
  a settlement of the labor dispute on their terms.
  The Company believes that the claims of these law
  suits are without merit, and we will vigorously
  defend the cases.
  
  Most recently, in January of this year, Crown filed
  two law suits in U.S. District Court for the
  Southern District of Texas - Houston Division
  against OCAW and some of its members to recover
  damages for breach of contract and sabotage.
  
  Crown is serious about the need for cost savings at
  the refineries.  We have shared our expectations
  and statistical evaluations of our expense history
  with the union at Pasadena.  The union has been
  unwilling to accept the proposed contract offer by
  the Company which would provide for 162 bargaining
  unit jobs with a total compensation and benefit
  package.  The Company continues to meet with the
  union to negotiate and further present our case.
  
  In the past several years, Crown has taken an
  increasing role in the leadership of the domestic
  refining industry.  On October 23, I was pleased to
  address the World Fuels Conference and make several
  suggestions to strengthen our industry efforts to a
  productive response to the challenges we face.  One
  suggestion for us is to work towards the
  establishment of a national institute on the
  environment that would provide independent,
  objective scientific judgments free from government
  and political influence.  I related that refiners
  needed to build effective coalitions outside our
  traditional allies; such as was developed in
  establishing the foreign refiners baseline rule to
  limit imported product not meeting environmental
  standards.  I also asked for DOE to assume a more
  active role in recognizing our industry by
  establishing an office designed to focus on
  domestic refining issues.
  
  On January 30, 1998, John E. Wheeler, Jr. was
  elected Executive Vice President - Chief Financial
  Officer and Treasurer of the Company.  Edward L.
  Rosenberg was elected Executive Vice President -
  Supply and Transportation.  William A. Wolters was
  elected Vice President - Supply and Logistics.
  
  The past year has been operationally encouraging
  and all employees at all levels of the Company are
  due proper credit for their respective
  contributions.
  
  In addition to the outstanding performance of our
  workforce, which is very much appreciated, I would
  like to recognize the faithful support of our Board
  of Directors and shareholders during a continuing
  challenging time in our Company's history.
  
  Sincerely,
  
  
  
  Henry A. Rosenberg, Jr.
  Chairman of the Board,
  Chief Executive Officer and President
  
  March 6, 1998