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

                               FORM 10-K/A
                            AMENDMENT NO. 1

(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, 1998

                                 OR

 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 For the transition period from ___________ to ___________

                 Commission File Number 1-1059

              CROWN CENTRAL PETROLEUM CORPORATION
    (Exact name of registrant as specified in its charter)

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

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

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                          NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                         ON WHICH REGISTERED
Class A Common Stock - $5 Par Value     American Stock Exchange
Class B Common Stock - $5 Par Value     American Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements
for the past 90 days. YES X  NO

The aggregate market value of the voting stock held by
nonaffiliates as of December 31, 1998 was $48,195,847.

The number of shares outstanding at January 31, 1999 of the
registrant's $5 par value Class A and Class B Common Stock
was 4,817,394 shares and 5,236,217 shares, respectively.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of
Stockholders on April 22, 1999 are incorporated by reference
into Items 10 through 13, Part III.


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This Amendment to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 is being filed by Crown
Central Petroleum Corporation in order to amend the
following:

Item 14	Exhibits, Financial Statement Schedules, and
Reports on Form 8-K (a)(3) and (c) List of Exhibits

Exhibit
Number

  99     FORM 11-K


Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment to be
signed on its behalf by the undersigned thereunto duly
authorized.

                    CROWN CENTRAL PETROLEUM CORPORATION



                    /s/---Jan L. Ries
                    Jan L. Ries
                    Controller, Chief Accounting Officer
                    and Duly Authorized Officer


Date: June 30, 1999