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                                        Exhibit 10(b)
  
    THIS FIRST AMENDMENT TO THE CROWN CENTRAL PETROLEUM
  CORPORATION RETIREMENT PLAN BY CROWN CENTRAL PETROLEUM
  CORPORATION, a Maryland Corporation:
                                        
                                   WITNESSETH
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    WHEREAS, Crown Central Petroleum Corporation (the
  "Company") maintains the Crown Central Petroleum
  Retirement Plan, as amended and restated effective July
  1, 1993 (the "Plan").  The Company has the power to
  amend the Plan and now wishes to do so.
  
    NOW, THEREFORE, the Plan is amended as follows:
    I.  Effective January 1, 1994, Section 1.8(b)
  is amended by deleting the reference to $200,000
  where it appears twice in the second sentence and
  by adding a sentence immediately after the first
  sentence to read as follows:
  
    For Plan Years beginning on or after January 1,
  1994, the amount of a Participant's annual
  Compensation that may be taken into account under
  the Plan shall not exceed $150,000, or an adjusted
  amount determined pursuant to Code sections 401(a)
  (17) and 415(d).
  
  II.    Effective July 1, 1993, Section 1.8 is
  amended by adding a new subsection (c) to read as
  follows:
  
         (c)   With respect to the Pasadena, Texas
  refinery's collective bargaining unit,
  Compensation of members of the Workmen's Committee
  and the Pension Representative shall include
  amounts paid by the Union as reimbursement for
  hours lost while attending to authorized union
  business.  Such amounts shall be included as
  Compensation so long as the Union provides the
  Plan Administrator with a copy of each
  Participant's W-2 Form within a reasonable time
  after it is provided to the Participant.
  
  III. Effective July 1, 1993, Section 1.16 is
  amended by adding a new subsection (f) to read as
  follows:
  
         (f)   With respect to the Pasadena, Texas
  refinery's collective bargaining unit, members of
  the Workmen's Committee and the Pension
  Representative shall be credited with one (1) Hour
  of Service or each hour lost from work while
  attending to authorize union business.
  
  
  IV.  Effective July 1, 1993, Section 5.1 is
  amended by adding a new subsection (e) to read as
  follows:
  
         (e)  Unless otherwise provided under the
  Plan, each Section 401(a) (17) Participant's
  Accrued Benefit under this Plan will be the
  greater of the Accrued Benefit determined for the
  Participant under subsections (i) or (ii) below:
  
              (i)      The Participant's Accrued
  Benefit determined with respect to the benefit
  formula applicable for the Plan Year beginning on
  or after January 1, 1994, as applied to the
  Participant's total Benefit Service taken into
  account under the Plan for the purpose of benefit
  accruals; or
  
            (ii)       The sum of:
  
                   (x)  the Participant's Accrued
  Benefit as of the last day of the last Plan Year
  beginning before January 1, 1994, frozen in
  accordance with Section 1.401 (a) (4)-13 of the
  Treasury Regulations, and
  
  
                   (y)  the Participant's Accrued
  Benefit determined under the benefit formula
  applicable for the Plan Year beginning on or after
  January 1, 1994, as applied to the Participant's
  years of Benefit Service credited to the
  Participant for Plan Years beginning on or after
  January 1, 1994, for purposes of benefit accruals.
  
  
         For purposes of this subsection (e), a
  Section 401(a) (17) Participant means a
  Participant whose current Accrued Benefit as of a
  date on or after the first day of the first Plan
  Year beginning on or after January 1, 1994, is
  based on Compensation for a Plan Year beginning
  prior to the first day of the first Plan Year
  beginning on or after January 1, 1994, that
  exceeded $150,000.
  
    V.   Section 6.2(a) is amended by deleting the
  last sentence and adding the following sentence in
  its place:
  
    The written explanation of the Qualified Joint
  and Survivor Annuity and five-year certain and
  life annuity will be provided no more than 90 days
  and no less than 30 days before the annuity
  starting date (as defined in paragraph (b) (i)
  below).
  
   VI.   Section 10.1 is amended by replacing the
  first sentence with the following sentence:
  
    This Plan shall be irrevocable and binding as
  to all contributions made by the Employer to the
  Trust, but this Plan may be amended from time to
  time by the Company by resolution of its Board of
  Directors.
  
  VII.   Section 13.3 is amended by replacing the
  cross-reference "1.37" with the cross-reference
  "1.36."
  
  VIII.  A new Section 14.9 is added to read as
  follows:
  
         14.9 APPLICATION OF TAX REFORM ACT
  PROVISIONS.  To the extent necessary to comply
  with the provisions of the Tax Reform Act of 1986;
  the following provisions of this Plan shall be
  effective as of January 1, 1989 as to the Prior
  Plans:  Section 1.8, Section 1.30, Section IV,
  Section V, Section VI, and Section IX.
  
   IX.   Except where otherwise stated, this
  Amendment shall be effective as of July 1, 1993.
  
    X.   In all respects not amended, the Plan is
  hereby ratified and confirmed.
                                  *  *  *  *  *
  
    IN WITNESS WHEREOF, the Company has caused this
  Amendment to be executed by its duly authorized officer
  and its corporate seal duly attested as of the day and
  year first above written.
  
         ATTEST:
  CROWN CENTRAL PETROLEUM
                            CORPORATION
  
  
  
  /s/ - - Dolores B. Rawlings                 By /s/ - -
  Henry A. Rosenberg, Jr.
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        Secretary                  Chairman of the Board