EXHIBIT 13.a


LETTER TO THE SHAREHOLDERS:

Crown Central Petroleum Corporation's results for 1998 reflect both the impact
of a global oil glut and a weak operating environment (depressed margins) caused
largely by overcapacity in all segments of the industry. For the full year,
Crown reported a net loss from operating activities of $25 million ($2.54 per
share) and a net loss of $29.4 million ($2.99 per share) after including the
impact of inventory writedowns versus a net profit of $19.2 million ($1.97 per
share) in 1997. Revenues for the two years were $1.3 billion and $1.6 billion,
respectively. The decline in revenues is primarily attributable to a decrease in
the average selling price of finished product.

For the fourth quarter of 1998, Crown reported a net loss from operating
activities of $12.2 million ($1.24 per share) before the impact of inventory
writedowns resulting from the significant decline in crude oil and refined
product prices. Including the inventory writedown of $7.1 million, net loss for
the fourth quarter was $16.6 million ($1.68 per share) on revenues of $285
million, compared to a net loss of $.7 million ($.07 per share) on revenues of
$405 million for the fourth quarter of 1997.

The average thirty day delayed Gulf Coast 3:2:1 crack spread, the industry
benchmark for refining profitability, averaged only $1.89 per barrel in 1998,
$.85 below the 1997 figure and the lowest figure in the 1990's. In the fourth
quarter, the spreads actually declined at a time to below $.50 per barrel. While
this is disappointing, it should be noted that our refining segment margin
performance significantly outperformed the industry benchmark for the quarter.
This was a credit to our operating managers.

Supply and demand for crude oil and refined products are factors largely beyond
our control. In 1998, West Texas Intermediate (WTI), the benchmark used to
measure domestic crude cost, ranged from $17.80 on January 29 to $10.70 on
December 21. This extreme volatility


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makes it all the more critical for Crown to be disciplined yet flexible in
conducting its own day-to-day business.

REFINING

Refining results in 1998 were under extreme pressure as high refinery
utilization rates kept refined product inventories at totals well above levels
previously experienced in the 1990's. This development continues today and
reverses the trend of decreasing year-to-year inventories experienced over the
past five years. The high utilization rates and high inventories have caused a
substantial decline in inventory values and have placed significant pressure on
refining margins.

In October of 1998, the company entered into a processing agreement with Statoil
Marketing and Trading (US) Inc. This two year agreement, which provides for
processing 35,000 barrels per day at the Pasadena refinery, is similar to the
agreement we had with Statoil in 1996-97. The terms of the new agreement provide
for Statoil to deliver crude oil to the refinery in Pasadena, and for a
processing fee, Crown delivers gasoline and heating oil to Statoil. This type of
agreement gives Crown steady cash flow and reduces our investment in inventory.

The Tyler refinery continued to utilize the improvements resulting from the
crude unit turnaround in 1997, processing several grades of crude oils and a
variety of feedstocks. Total throughput at the Tyler plant in 1998 was 7% higher
than the past five year average.

In 1998, the company and the Texas Natural Resource Conservation Commission
(TNRCC) reached an agreement on a program to improve the removal of hydrogen
sulfide from fuel gas and to reduce sulfur dioxide in the sulfur unit
incinerator at the Pasadena refinery. Several improvements have already been
made in conjunction with the TNRCC program over the past 18 months, including
modifications made during the recent maintenance turnaround in the sulfur
recovery unit. The company has continued to improve its record of sulfur removal
at the Pasadena refinery.

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Health and Safety continue to receive much attention at our refineries. At
Pasadena, because of the lockout and our increased reliance on outside contract
assistance, we have formed a Partnership for Safety organization comprised of
representatives from the company and each of the contract groups working in the
plant. This initiative has resulted in a refreshingly candid and
improvement-driven effort to identify potential problems and take appropriate
actions to further enhance safety in the workplace. In Pasadena, our safety
incident rate in 1998 was 15% below the previous three year average and 4% below
the 1997 rate. In Tyler, the incident rate in 1998 was 28% below the 1997 rate
and 14% below the previous three year average.

MARKETING

CrownCen Marketing finished a strong year in which improvements were achieved in
operating performance. Same store merchandise sales showed a 6.6% increase while
merchandise margin dollars were up 4.4%; this after comparable gains in 1997.
Although fuel gallonage was down 2.2% due to less aggressive pricing strategies,
same store net fuel profits increased 13.6% for Crown as motor fuel retail
margins strengthened during 1998 in several of Crown's market areas.

CrownCen's 1998 capital budget expenditures were focused in acquisitions,
rebuilds, car washes and in the Point-Of-Sale (POS) and reimaging programs.
Total store count rose from 339 at the end of 1997 to 348 for the year just
ended. Fourteen brand new sites were opened in Maryland, Virginia and North
Carolina.

CrownCen continues to aggressively pursue its reimaging program designed to
upgrade existing units into an integrated, fresh new "look" with consistent
graphics, canopy colors, interior quality, equipment and merchandise
presentation. A total of 61 units completed the program in 1998. In addition,
ATM facilities are now available in 158 of our locations with 10 more scheduled
for the current year. These provide retail traffic, customer convenience and
rental income for the store location.

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Crown's POS and scanning equipment is providing us with operational benefits
from the standpoint of customers, store employees and retail marketing
management. In 1999, we look forward to obtaining improved retail data analysis
and completing the full integration of the POS system with Crown's corporate
information management systems.

In the past year, CrownCen conducted a detailed retail marketing survey to
establish customer loyalty criteria. While the convenience store industry is in
a constant state of flux, the survey helped determine that customer loyalty can
be built by consistent high standards of attentiveness to product presentation,
customer service, product quality and merchandise selection. This consumer
knowledge promotes more effective use of our marketing resources and promotion
dollars.

Crown's Fleet Fueling program continues to be a generator of new customers by
enhancing offerings to our corporate clients. The Fleet Fueling credit card now
has the added convenience to be used as a telephone calling card.

The challenge of employee retention, especially at the store level, continues to
receive management priority. We seek to identify personnel strategies that
encourage quality employees to commit to long term career opportunities with our
company.

In December, Crown was pleased to announce that it had successfully completed
the replacement/update of 1,100 underground gasoline tanks at a cost of
approximately $20 million. This action was required to comply with EPA
regulations adopted ten years ago. Much of the industry lagged behind, and
Crown's full compliance represents part of our aggressive management commitment
to a cleaner, safer environment.

BPIP
Crown's Business Process Improvement Project (BPIP) continued in 1998 with
successful implementation of the company's asset management, financial
accounting and reporting, and Pasadena Refinery warehouse

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activities on the new system. In 1999, the company expects to implement the
remaining phases of the project which include Wholesale Marketing business
processes, Human Resources/Payroll and integration of the new POS system being
installed in retail locations with our enterprise-wide business software.

Both the BPIP and POS projects have represented a significant investment by the
company in state-of-the-art technology and are key aspects of the company's Year
2000 Compliance program. A more complete Year 2000 Readiness Disclosure can be
found in the attached Form 10-K.

LOCKOUT ACTIVITIES

The lockout of the Oil, Chemical and Atomic Workers (OCAW) union (now known as
the Paper, Allied-Industrial, Chemical & Energy Workers International union
(PACE)) bargaining unit employees at the Pasadena refinery continues. The
lockout was instituted due to pervasive sabotage in the days and weeks
surrounding the contract expiration date and the union's intransigence at the
bargaining table. Finally, when the union announced that it was withdrawing a
24-hour rolling contract extension and could strike at any time without notice,
a lockout was our only reasonable choice. The National Labor Relations Board
(NLRB) has twice upheld the legality of the lockout. Numerous allegations of
unfair labor practices filed by the union in connection with the lockout have
been rejected by the NLRB; one minor part of one charge was settled, but not a
single charge has resulted in the filing of a complaint by that agency.

The company has also been sued by various plaintiffs in three separate law suits
which claim environmental violations, personal injury, property damage and
employment 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.

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In January 1998, 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. These cases are
in the pretrial discovery phase.

In December 1998, five identified OCAW member shareholders filed a so-called
"derivative suit" purporting to represent the company in seeking damages from
the company's directors and some of the officers. The then-president of the OCAW
was present for the press conference held by the plaintiffs' attorney to
announce the filing of the case, and the union has broadcast news of this and
the other lawsuits in numerous press releases, circulars and handouts.

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The focus of the company's government affairs activity in 1998 was on the
impending rule from the EPA establishing reduced sulfur levels in gasoline.
Collectively, the petroleum refining industry proposed to significantly reduce
these levels over the next 8-10 years through a phased-in approach. The company
seeks to ensure that the rule expected in early 1999 allow for the most
cost-effective methods of sulfur reduction and for adequate time to make
necessary expenditures in capital equipment.

Thomas L. Owsley was elected Senior Vice President - Legal. J. Michael Mims was
elected Senior Vice President - Human Resources. Philip A. Millington joined the
company as Vice President - Treasurer. William A. Wolters was elected Senior
Vice President - Supply and Transportation.

On December 31, 1998, Sanford V. Schmidt resigned as a member of the Board of
Directors at the time of the completion of the reorganization of American
Trading & Production Corporation (ATAPCO). Also, Edward L. Rosenberg, Executive
Vice President - Supply and Transportation, resigned to accept the position of
President and CEO of Rosemore, Inc., the Rosenberg family investments unit
resulting


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from the reorganization of ATAPCO. The company wishes them well in their future
endeavors.

Despite the year end results for Crown, I am proud of our performance relative
to our competitors. Crown's unique marketing locations and refining operations
offer an excellent opportunity for positive performance once the price of
petroleum recovers to more normal ranges and value. We will continue to explore
all appropriate avenues to improve our performance and shareholder value.

Our work force continues to handle the many challenges and demands with
professionalism and commitment. The support of our loyal shareholders and Board
of Directors reflects confidence and pride in our company for which as Chairman,
I am exceedingly grateful.

Sincerely,



    /s/---Henry A. Rosenberg, Jr.
    HENRY A. ROSENBERG, JR.
    Chairman of the Board, President
    and Chief Executive Officer

    March 1, 1999