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                                                               EXHIBIT 13.a

               CROWN CENTRAL PETROLEUM CORPORATION

                      L
                      L
                      LETTER TO THE 
                       ETTER TO THE 
                       ETTER TO THE S
                                    S
                                    SHAREHOLDERS
                                     HAREHOLDERS
                                     HAREHOLDERS




          To the Shareholders:
          To the Shareholders:
          To the Shareholders:

          Crown's results for 1995 reflect improved
          operating income despite continued industry
          weaknesses in Gulf Coast refining margins. 
          Earnings before interest, taxes, depreciation,
          amortization, abandonments (including the impact
          of the initial adoption of SFAS No. 121 in 1995),
          and before LIFO accounting provisions
          (collectively referred to as EBITDAAL) amounted to
          $34.7 million in 1995 compared to $31.3 million in
          1994, an increase of 11%.

          Several positive factors contributed to this
          improved operating performance.  Crown's
          aggressive cost-reduction program throughout the
          Company resulted in nearly $15 million of savings.
           In addition, our retail performance was strong
          throughout the year, with volumes up in all
          categories of stores.  While total average
          gasoline margins, on a cents per gallon basis,
          were slightly less than 1994,  both merchandise
          revenue and gross margins were up substantially. 

          Although net income was not positive in 1995,
          strong performance in key finance, administrative,
          and operating areas helped minimize negative
          results.  The capital expenditures made during
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          1995 were prudent investments in the Company's
          future that promote efficiencies and
          competitiveness.   Projects such as the new
          automated Distributed Control System (DCS) for the
          Pasadena refinery and the purchase of additional
          retail outlets contributed to improved operating
          results in 1995 and will continue to benefit the
          Company for many years to come.


          Including one-time, non-cash write-downs, the
          Company reported a net loss before extraordinary
          items of $67.4 million ($6.87 per share) in 1995
          compared to a net loss of $35.4 million ($3.63 per
          share) in 1994.  Crown's 1994 earnings reflect a
          write-down of certain refinery projects related to
          a $16.8 million pre-tax charge to earnings for
          hydro-desulphurization equipment which had been
          purchased for the Pasadena refinery.  The 1995
          results include a one-time non-cash write-down of
          certain Company refinery assets in accordance with
          SFAS No.121, which relates to the accounting for
          the impairment of long-lived assets.  The write-
          down, amounting to $80.5 million dollars on a pre-
          tax basis, will improve future earnings results
          and related returns on both equity and capital
          employed, while permitting improved comparisons
          with other independent refiners and marketers. 
          Additionally, the Company took an extraordinary
          $3.3 million after-tax charge in January of 1995
          related to early retirement of senior long-term
          notes when the Company completed the $125 million
          public debt offering.  The resulting net loss for
          1995 was $70.6 million ($7.20 per share) compared
          to a net loss in 1994 of $35.4 million ($3.63 per
          share).

          While the SFAS No.121 impact was taken entirely in
          the fourth quarter, the quarter's operating
          results showed a slight improvement over 1994. 
          The EBITDAAL loss amounted to $4.6 million in the
          fourth quarter of 1995 before the one-time non-
          cash write-down of $80.5 million related to SFAS
          No.121 as described above.  This compares to an
          EBITDAAL loss of $4.9 million in the fourth
          quarter of 1994 which benefited from exceptionally
          strong retail margins.  Fourth quarter retail
          margins averaged 18 cents per gallon in 1994
          compared to a more typical 12 cents per gallon in
          1995.

          (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 and President)

          Overall results for the fourth quarter of 1995,
          including charges relating to the one-time non-
          cash SFAS No.121 write-down, amounted to a net
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          loss of $67.8 million compared to a net loss of
          $10.2 million for the fourth quarter of 1994. 

          Both the annual and fourth quarter results for
          1995 include substantial increases in net interest
          expense due to the issuance of additional debt. 
          This increase amounted to $12.1 million in 1995
          compared to $6.6 million in 1994 with the fourth
          quarter net interest expense amounted to $3.2
          million in 1995 compared to $1.8 million in 1994.
           Crown's cash position at year-end remained strong
          at $43 million.  Further improvements in inventory
          management resulted in a reduction in inventory
          quantities, which in turn reduced the 1995 net
          loss by $3.0 million ($.30 per share).

          ________
          Refining
          ________
          Refining
          ________
          Refining


          Crown's refineries performed well from an
          operations perspective in 1995. Depressed margins
          on the Gulf Coast due in large part to the
          unseasonably warm winter of 1994/1995, were
          responsible for disappointing financial results. 
          Results would have been even more disappointing
          had not the cash operating costs per barrel at
          Pasadena been reduced to $1.66 during the year,  a
          13% decline from 1994's $1.92.  This significant
          improvement is the result of cost cutting
          programs, process improvements and higher
          throughput.

          The past several years have been difficult, but
          there is reason to be confident about the future
          of the petroleum industry.  (1) Demand growth will
          remain relatively strong due to continued modest
          economic expansion and due to a less fuel
          efficient fleet of vehicles as new car sales of
          luxury and recreational-oriented vehicles outpace
          overall new car sales. (2)  Annual capacity
          expansion for upgraded fuels will be lower as new
          capital for refineries has dropped sharply on a
          per barrel basis since 1990 following the
          completion of a number of refining projects that
          were required to meet the Clean Air Act.  (3) The
          1998 California Air Resources Board standards will
          create additional strong demands for alkylates,
          some of which will have to be supplied by Gulf
          Coast refineries.  (4)  The ``
                                       greening'' of Europe
          will positively impact domestic gasoline producers
          by reducing cost advantages European producers
          have realized in recent years.  As a result, it
          can be expected that future refining margins have
          the possibility of again reaching levels that more
          adequately compensate refiners for their employed
          capital.

          Keeping our refineries efficient and up-to-date
          with current technology are  strategies that will
          be key to future successes.  As an example, a new
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          refinery-wide distributed control system, DCS,
          which is now fully commissioned at our Pasadena
          facility, has provided  new and valuable
          technology for optimizing process unit operations
          by maximizing throughputs and improving yields of
          desirable more profitable products.

          <PAGE>

          Process improvements were made during the
          turnaround in the fourth quarter of 1994 to the
          fluid catalytic cracking (FCC) unit at Pasadena. 
          As a result, there was an 18% increase of the more
          profitable products such as propane/propylene mix
          and less production of lower valued products such
          as slurry.  Gasoline yields also showed favorable
          gains at the FCC unit.   The continuous catalyst
          regeneration reformer at Pasadena was modified
          during a turnaround in 1995, and the capacity was
          increased by 18% to 26,000 barrels per day.

          Favorable industry trends, as cited above,
          combined with Crown's continuing investments in
          productivity, should result in improved financial
          results over the next several years.

          _________
          Marketing
          _________
          Marketing
          _________
          Marketing


          Crown marketing continued to produce excellent
          results for the year.  Merchandise sales at
          comparable stores were 12.3% higher and gasoline
          sales showed gains of 6.6% over 1994 despite
          national demand for gasoline growing at only a
          1.5%  to 2% rate. Gross merchandise margins, as a
          percent of revenues, were up 9% from 22.7% to
          24.7%.  Gasoline margins per gallon were slightly
          lower in 1995, compared to 1994, principally due
          to the exceptionally strong gasoline margins
          experienced during the last quarter of 1994. 
          Gasoline margins per gallon experienced during the
          fourth quarter of 1995 were more in line with
          historical seasonal trends.

          During the year, eighteen units were added to our
          system.  Fifteen of these were acquired as
          existing units which were located in current Crown
          high growth market areas and were easily
          assimilated into our infrastructure. These units
          are projected to produce a 4% yearly volume
          increase or 20.5 million gallons and this is
          expected to provide additional economies of scale.
           The remaining three units were new sites
          constructed in Maryland.  These new stores are
          nearly doubling the gallonage sold compared to the
           existing Maryland stations' average.  This gives
          us confidence that Crown's ``
                                      new build program''
          is based upon a sound foundation and that it will
          assist us in our pursuit of our strategic goal of
          improving the balance between our refining
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          224
          capacity for gasoline production and our retail
          volume.

          In keeping with recent market trends to provide
          the consumer with more convenience, Crown
          installed four Taco Bells in existing stores. 
          These are franchises owned by Crown and operated
          in company-managed stores.  A Subway restaurant
          was constructed in one of our Maryland stations
          and the Crown dealer is operating as the Subway
          franchisee.

          On a net basis, Crown ended 1995 with 8 fewer
          stores due to the closing of low performing units.
           Aside from expected attrition, normal for any
          retail operation, the Company's downsizing program
          which began four years ago is essentially
          complete. 


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          Two major financial agreements were concluded
          during the year, one of which was mentioned
          earlier.  In January, the Company closed an
          oversubscribed public offering of $125 million
          senior notes, the proceeds of which were used to
          retire existing debt with non-amortizing ten-year
          notes.  A second, in September, was a $130 million
          revolving credit to provide working capital and
          letter of credit capacity.  In part, as a result
          of these financial activities, there has been
          increased interest in Crown from the investment
          research community and industry publications. 
          Gasoline Marketing, an industry trade journal,
          featured Crown's Tyler refinery in their very
          positive cover story in the October/November 1995
          issue. 

          As of this announcement, Crown management is in a
          lockout situation at the Pasadena refinery with
          the Oil, Chemical, & Atomic Workers Union.  Talks
          to resolve the issues are underway and the Company
          is hopeful of an early settlement.  Refining
          operations continue uninterrupted with supervisors
          and salaried employees, some drawn from other
          areas of the Company.

          Charles L. Dunlap, President and C.O.O., resigned
          his position to pursue other investment and
          business opportunities effective February 29,
          1996.  Crown is grateful for his leadership and
          the many contributions made during his service.

          We are pleased to announce that the Reverend
          Harold E. Ridley, Jr., S.J., President of Loyola
          College in Maryland, joined our Board of Directors
          in December 1995.  Mr. Malcolm McNair retired from
          the Board after many years of dedicated service. 
          His wise counsel and seasoned judgment will be
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          greatly missed.  Also, during the year, Randall M.
          Trembly and George R. Sutherland, Jr., were
          promoted to the position of Senior Vice President.


          Management has reviewed the industry and carefully
          analyzed each segment of our businesses in
          relation to the level of return that shareholders
          expect to be receiving on their capital.  Models
          and strategies for the future have been developed
          for managing improvement throughout all of Crown's
          operations.  Crown looks forward to continued
          progress in the year ahead. 

          The support and confidence of all Crown
          shareholders and employees during this difficult
          period for our industry is greatly appreciated.


          Sincerely,
          Henry A. Rosenberg, Jr.
          Henry A. Rosenberg, Jr.
          Chairman of the Board and President

          March 1, 1996