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

                                 FORM 10-K

(Mark One)
   [ ]        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, 2000

                                      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 Identification
incorporation or organization)                                  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:  NONE


     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

There were no voting or non-voting common equity securities held by non-
affiliates of the registrant on March 7, 2001; and, therefore, there was
no aggregate market value for such securities on that date.

The number of shares outstanding at March 7, 2001 of the registrant's $5
par value Common Stock was one share, which is owned by Rosemore, Inc.,
a privately held Maryland corporation.

<PAGE>

                       CROWN CENTRAL PETROLEUM CORPORATION
                                AND SUBSIDIARIES


                                TABLE OF CONTENTS


<TABLE>
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                                                          Page
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<S>                                                               <C>
PART I
------

Item 1     Business                                                l

Item 2     Properties                                              3

Item 3     Legal Proceedings                                       6

Item 4     Submission of Matters to a Vote of Security Holders     8


PART II
-------

Item 5     Market for the Registrant's Common
           Equity and Related Stockholder Matters                  8

Item 6     Selected Financial Data                                 9

Item 7     Management's Discussion and Analysis
           of Financial Condition and Results of Operations       10

Item 7a    Qualitative and Quantitative Disclosures
           About Market Risk                                      17

Item 8     Financial Statements and Supplementary Data            18

Item 9     Changes in and Disagreements with Auditors on
           Accounting and Financial Disclosure                    39


PART III
--------

Item 10    Directors and Executive Officers of the
           Registrant                                             40

Item 11    Executive Compensation                                 42

Item 12    Security Ownership of Certain
           Beneficial Owners and Management                       44

Item 13    Certain Relationships and Related Transactions         45


PART IV
-------

Item 14    Exhibits, Financial Statement Schedules
           and Reports on Form 8-K                                45

</TABLE>

<PAGE>

                             PART I
                             ------

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS


This Annual Report contains certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.  All
statements, other than statements of historical facts included in this
Annual Report on Form 10-K, including without limitation those under
"Liquidity and Capital Resources", "Additional Factors that May Affect
Future Results" and under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding the Company's
financial position and results of operations, are forward-looking
statements.  Such statements are subject to certain risks and
uncertainties, such as changes in prices or demand for the Company's
products as a result of competitive actions or economic factors, changes
in the cost of crude oil, changes in operating costs resulting from new
refining technologies, increased regulatory burdens or inflation, and
the Company's ability to continue to have access to capital markets and
commercial bank financing on favorable terms.  Should one or more of
these risks or uncertainties, among others as set forth in this Annual
Report on Form 10-K for the year ended December 31, 2000, materialize,
actual results may vary materially from those estimated, anticipated or
projected.  Although the Company believes that the expectations
reflected by such forward-looking statements are reasonable based on
information currently available to the Company, no assurances can be
given that such expectations will prove to have been correct.
Cautionary statements identifying important factors that could cause
actual results to differ materially from the Company's expectations are
set forth in this Annual Report on Form 10-K for the year ended December
31, 2000, including without limitation in conjunction with the forward-
looking statements included in this Annual Report on Form 10-K that are
referred to above.  All forward-looking statements included in this
Annual Report on Form 10-K and all subsequent oral forward-looking
statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by these cautionary
statements.

ITEM 1.  BUSINESS

GENERAL

Crown Central Petroleum Corporation and subsidiaries (the Company),
which traces its origins to 1917, is a large independent refiner and
marketer of petroleum products in the United States.  The Company owns
and operates two high-conversion refineries with a combined capacity of
152,000 barrels per day of crude oil - a 100,000 barrel per day facility
located in Pasadena, Texas, near Houston (the Pasadena refinery) and a
52,000 barrel per day facility located in Tyler, Texas (the Tyler
refinery, and together with the Pasadena refinery, the Refineries).  The
Company is also a leading independent marketer of refined petroleum
products and merchandise through a network of 330 gasoline stations and
convenience stores located in the Mid-Atlantic and Southeastern United
States.  In support of these businesses, the Company operates 13 product
terminals located on three major product pipelines along the Gulf Coast
and the Eastern Seaboard and in the Central United States.

The Refineries are strategically located and have direct access to crude
oil supplies from major and independent producers and trading companies,
thus enabling the Company to select a crude oil mix to optimize refining
margins and minimize transportation costs.  The Pasadena refinery's Gulf
Coast location provides access to tankers, barges and pipelines for the
delivery of foreign and domestic crude oil and other feedstocks.  The
Tyler refinery benefits from its location in East Texas due to its
ability to purchase high quality crude oil directly from nearby
suppliers at a favorable cost and from its status as the only supplier
of a full range of refined petroleum products in its local market area.
The Refineries are operated to generate a product mix of over 89% higher
margin fuels, primarily transportation fuels such as gasoline, highway
diesel and jet fuel as well as home heating oil.  During the past five
years, the Company has invested over $58 million for environmental
compliance, upgrading, expansion and process improvements at its two
refineries.  As a result of these expenditures, the Refineries have a
high rate of conversion to higher margin fuels.


                               Page 1

<PAGE>


The Company is one of the largest independent retail marketers in its
core retail market areas within Maryland, Virginia and North Carolina.
The Company has a geographic concentration of retail locations in high
growth areas such as Baltimore, Maryland and the Washington, D.C.
metropolitan areas, Tidewater and Richmond, Virginia, Charlotte and
Raleigh, North Carolina and Columbus, Georgia.

Sales values of the principal classes of products sold by the Company
during the last three years are included in Management's Discussion and
Analysis of Financial Condition and Results of Operations on page 10 of
this report.

At December 31, 2000, the Company employed 2,636 employees.  The total
number of employees decreased approximately 2% from year-end 1999.

REGULATION

Like other companies in the petroleum refining and marketing industries,
the Company's operations are subject to extensive regulation and the
Company has responsibility for the investigation and clean-up of
contamination resulting from past operations.  Current compliance
activities relate to air emissions limitations, waste water and storm
water discharges and solid and hazardous waste management activities.
In connection with certain of these compliance activities and for other
reasons, the Company is engaged in various investigations and, where
necessary, remediation of soils and ground water relating to past
spills, discharges and other releases of petroleum, petroleum products
and wastes.  The Company's environmental activities are different with
respect to each of its principal business activities: refining and
retail marketing operations.  The Company is not currently aware of any
information that would suggest that the costs related to the air, water
or solid waste compliance and clean-up matters discussed herein will
have a material adverse effect on the Company.  The Company anticipates
that substantial capital investments will be required in order to
maintain compliance with federal, state and local regulations, including
an approximately $41 million for the EPA's new regulations regarding low
sulfur gasoline.  A more detailed discussion of environmental matters is
included in Note A and Note I of the Notes to Consolidated Financial
Statements on pages 24 and 33, respectively, of this report, and in
Management's Discussion and Analysis of Financial Condition and Results
of Operations on pages 10 through 17 of this report.

COMPETITIVE CONDITIONS

Oil industry refining and marketing is highly competitive.  Many of the
Company's principal competitors are integrated multinational oil
companies that are substantially larger and better known than the
Company.  Because of their diversity, integration of operations, larger
capitalization and greater resources, these major oil companies may be
better able to withstand volatile market conditions, compete on the
basis of price and more readily obtain crude oil in times of shortages.

The principal competitive factors affecting the Company's refining
operations are crude oil and other feedstock costs, refinery product
margins, refinery efficiency, refinery product mix and product
distribution and transportation costs.  Certain of the Company's larger
competitors have refineries that are larger and more complex and, as a
result, could have lower per barrel costs or higher margins per barrel
of throughput.  The Company has no crude oil reserves and is not engaged
in exploration.  The majority of the Company's total crude oil purchases
are transacted on the spot market.  The Company believes that it will be
able to obtain adequate crude oil and other feedstocks at generally
competitive prices for the foreseeable future.

The principal competitive factors affecting the Company's retail
marketing operations are locations of stores, product price, pay-at-the-
pump capability, the quality, appearance and cleanliness of stores and
brand identification.  Competition from large integrated oil companies,
as well as from convenience stores that sell motor fuel, is expected to
continue.  The principal competitive factors affecting the Company's
wholesale marketing business are product price and quality, reliability
and availability of supply and location of distribution points.

The Company maintains business interruption insurance to protect itself
against losses resulting from shutdowns to refinery operations from
fire, explosions and certain other insured casualties.  Business
interruption coverage begins for such losses in excess of $2 million.


                               Page 2

<PAGE>

ITEM 2.   PROPERTIES

REFINING OPERATIONS

OVERVIEW

The Company owns and operates two strategically located, high conversion
refineries with a combined capacity of 152,000 barrels of crude oil per
day--a 100,000 barrel per day facility located in Pasadena, Texas, near
Houston, and a 52,000 barrel per day facility located in Tyler, Texas.
Both refineries are operated to generate a product mix of over 89%
higher margin fuels, primarily transportation fuels such as gasoline,
highway diesel and jet fuel, as well as home heating oil. When operating
to maximize the production of light products, the product mix at both of
the Refineries is approximately 55% gasoline, 33% distillates (such as
diesel, home heating oil, jet fuel, and kerosene), 6% petrochemical
feedstocks and 6% slurry oil and petroleum coke.

The Pasadena refinery and Tyler refinery averaged production output of
98,074 barrels per day and 51,051 barrels per day, respectively, during
2000.  While both refineries primarily run sweet (low sulphur content)
crude oil, they can process up to 20% of certain sour (high sulphur
content) crude oil in their mix.

The Company's access to extensive pipeline networks provides it with the
ability to acquire crude oil directly from major integrated and
independent domestic producers, foreign producers, or trading companies,
and to transport this crude to the refineries at a competitive cost. The
Pasadena refinery has docking facilities that provide direct access to
tankers and barges for the delivery of crude oil and other feedstocks.
The Company also has agreements with terminal operators for the storage
and handling of the crude oil it receives from large ocean-going vessels
and which the Company transports to the refineries by pipeline. The
Tyler refinery benefits from its location in East Texas since a portion
of the Company's crude oil can be purchased as high quality crude oil at
favorable prices directly from nearby producers. In addition, the Tyler
refinery is the only supplier of a full range of petroleum products in
its local market area.  See "Supply, Transportation and Wholesale
Marketing."

PASADENA REFINERY

The Pasadena refinery is located on approximately 174 acres in Pasadena,
Texas and was the first refinery built on the Houston Ship Channel. The
refinery has been substantially modernized and today has a rated crude
capacity of 100,000 barrels per day. During the past five years, the
Company has invested approximately $23 million in capital projects at
Pasadena.

The Pasadena refinery has an extensive plant-wide distributed control
system which is designed to improve product yields, make more efficient
use of personnel and optimize process operations. The distributed
control system uses technology that is fast, accurate and provides
increased information to both operators and supervisors. This equipment
also allows the use of modern advanced control techniques for optimizing
unit operations.

The Pasadena refinery has a crude unit with a 100,000 barrels per day
atmospheric column and a 42,000 barrels per day vacuum tower.  Major
downstream units consist of a 56,000 barrels per day fluid catalytic
cracking unit, a 12,000 barrels per day delayed coking unit, two
alkylation units with a combined capacity of 14,000 barrels per day of
alkylate production, and a continuous regeneration reformer with a
capacity of 24,000 barrels per day.  Other units include two
depropanizers that can produce 5,500 barrels per day of refinery grade
propylene, a liquified petroleum gas recovery unit that removes
approximately 1,000 barrels per day of liquids from the refinery fuel
system, a reformate splitter, and a compression facility capable of
transporting up to 14 million standard cubic feet per day of process gas
to a neighboring petrochemical plant.

The Clean Air Act mandated that only reformulated gasoline ("RFG") may
be sold in certain ozone non-attainment areas, including some
metropolitan areas where the Company sells gasoline.  RFG standards
became more stringent with the implementation of the Complex Model Phase
1 in 1997, and again in 2000 with the Complex Model Phase 2.  The
Pasadena refinery can produce up to 30,000 barrels per day of winter
grade Phase 2 RFG with purchases of MTBE, ethanol, or other oxygenates.
 The Pasadena refinery directly supplies premium unleaded RFG to nearby
truck rack facilities with the remainder of RFG production being shipped
in the Colonial pipeline.  Company retail and wholesale RFG requirements
above production capabilities are met with gasoline grade exchanges and
spot market purchases.

Crude unit operation at the Pasadena refinery was at higher rates in
2000 as compared to the prior year.  This was primarily due to the
planned increase in refinery production volumes as a result of improved
industry-wide refining margins.  The production increase was partially
offset by major unit outages and mechanical failures during the year.
In addition, the Company purchased substantially more heavy crude at
discounts to light sweet grades.  With the heavier crude, the refinery



                               Page 3

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capacity is effectively reduced because of constraints in downstream
units that process the heavier fractions.  In 2000, the Pasadena
refinery operated at 98,074 BPD yielding approximately 58% gasoline and
31% distillates.  Of the total gasoline production, approximately 22%
was premium octane grades.  In addition, the Pasadena refinery produced
and sold other products including propylene, propane, slurry oil,
petroleum coke and sulfur.

The Company owns and operates storage facilities located on
approximately 130 acres near its Pasadena refinery that, together with
tanks on the refinery site, provide the Company with a storage capacity
of approximately 6.2 million barrels (2.8 million barrels for crude oil
and 3.4 million barrels for refined petroleum products and intermediate
stocks).

The Pasadena refinery's refined petroleum products are delivered to both
wholesale and retail customers.  Approximately one-half of the gasoline
and distillate production is sold at wholesale into the Gulf Coast spot
market and one-half is shipped by the Company on the Colonial and
Plantation pipelines for sale in East Coast wholesale and retail
markets.  The Company's retail gasoline requirements represent
approximately 54% of the Pasadena refinery's total gasoline production
capability.

TYLER REFINERY

The Tyler refinery is located on approximately 100 of the 529 acres
owned by the Company in Tyler, Texas and has a rated crude capacity of
52,000 barrels per day.  The Tyler refinery's location provides access
to nearby high quality East Texas crude oil that accounts for
approximately 70% of its crude supply.  This crude oil is transported to
the refinery on the McMurrey and Scurlock pipeline systems.  The Company
owns the McMurrey system and has a long-term contract with Scurlock
Permian Pipe Line Corporation for use of the Scurlock system.  The
Company also has the ability to ship crude oil to the Tyler refinery by
pipeline from the Gulf Coast and does so when market conditions are
favorable.  Storage capacity at the Tyler refinery exceeds 2.7 millions
barrels (1.2 million barrels for crude oil and 1.5 million barrels for
refined petroleum products and intermediate stocks), including tankage
along the Company's pipeline system.

The Tyler refinery has a crude unit with a 52,000 barrels per day
atmospheric column and a 15,000 barrels per day vacuum tower.  The other
major process units at the Tyler refinery include a 20,000 barrels per
day fluid catalytic cracking unit, a 6,000 barrels per day delayed
coking unit, a 20,000 barrels per day naphtha hydrotreating unit, a
12,000 barrels per day distillate hydrotreating unit, two reforming
units with a combined capacity of 17,000 barrels per day, a 5,000
barrels per day isomerization unit, and an alkylation unit with a
capacity of 4,700 barrels per day.

In 2000, the Tyler refinery operated at approximately 95% of rated crude
unit capacity, with production yielding approximately 53% gasoline and
approximately 37% distillates, which include the production of 5,800 BPD
of aviation fuels. Of the total gasoline production, approximately 10%
was premium octane grades.  In addition, the refinery produced and sold
by-products including propylene, propane, slurry oil, petroleum coke and
sulphur.  The Tyler refinery is the principal supplier of refined
petroleum products in the East Texas market with approximately 63% of
production distributed at the refinery's truck terminal.  The remaining
production is shipped via the Texas Eastern Products Pipeline for sale
either from the Company's terminals or from other terminals along the
pipeline.  Deliveries under term exchange agreements account for the
majority of the refinery's truck terminal activity.

RETAIL OPERATIONS

OVERVIEW

The Company traces its retail marketing history to the early 1930's when
it operated a retail network of 30 service stations in the Houston,
Texas area.  It began retail operations on the East Coast in 1943.  The
Company has been recognized as an innovative industry leader and, in the
early 1960's, pioneered the multi-pump retailing concept which has since
become an industry standard in the marketing of gasoline.

As of December 31, 2000, the Company had 330 retail locations.  Of these
330 units (202 owned and 128 leased), the Company directly operated 228
and independent dealers operated the remainders.  The Company conducts
its operations in Maryland through an independent dealer network as a
result of legislation that prohibits refiners from operating gasoline
stations in Maryland.  The Company believes that the high proportion of
Company-operated units enables it to respond quickly and uniformly to
changing market conditions.

While most of the Company's units are located in or around major
metropolitan areas, its sites are generally not situated on major
interstate highways or inter-city thoroughfares.  These off-highway
locations primarily serve local customers and, as a result, the
Company's retail marketing unit volumes are not as highly seasonal or
dependent on seasonal vacation traffic as locations operating on major
traffic arteries. The Company is one of the largest independent retail
marketers of gasoline in its


                               Page 4

<PAGE>


core retail market areas within Maryland, Virginia and North Carolina.
The Company has a geographic concentration of retail locations in high
growth areas such as the metropolitan Baltimore, Maryland and
Washington, D.C. area, Tidewater and Richmond, Virginia, Raleigh and
Charlotte, North Carolina and Columbus, Georgia.  The Company's three
highest volume core markets are Baltimore, the suburban areas of
Maryland and Virginia surrounding Washington, D.C., and the greater
Norfolk, Virginia area.

RETAIL UNIT OPERATIONS

The Company conducts its retail marketing operations through three basic
store formats: convenience stores, mini-marts and gasoline stations.  At
December 31, 2000, the Company had 77 convenience stores, 150 mini-marts
and 103 gasoline stations.

The Company's convenience stores operate primarily under the name Fast
Fare.  These units generally contain 1,500 to 2,800 square feet of
retail space and typically provide gasoline and a variety of convenience
store merchandise such as tobacco products, beer, wine, soft drinks,
coffee, snacks, dairy products and baked goods.

The Company's mini-marts generally contain up to 600 to 1,500 square
feet of retail space and typically sell gasoline and much of the same
merchandise as at the Company's convenience stores.  The Company has
installed lighted canopies that extend over the multi-pump fuel islands
at most of its locations.  This provides added security and protection
from the elements for customers and employees.

The Company's gasoline stations generally contain up to 100 square feet
of retail space in an island kiosk and typically offer gasoline and a
limited amount of merchandise such as tobacco products, candies, snacks
and soft drinks.

The Company's units are brightly decorated with its trademark signage to
create a consistent appearance and encourage customer recognition and
patronage.  The Company believes that consistency of brand image is
important to the successful operation and expansion of its retail
marketing system.  In all aspects of its retail marketing operations,
the Company emphasizes quality, value, cleanliness and friendly and
efficient customer service.

While the Company derives approximately 81% of its retail revenue from
the sale of gasoline, it also provides a variety of merchandise and
other services designed to meet the non-fuel needs of its customers.
Sales of these additional products are an important source of revenue,
contribute to increased profitability and serve to increase customer
traffic.  The Company believes that its existing retail sites present
significant additional profit opportunities based upon their strategic
locations in high traffic areas.  The Company also offers ancillary
services such as compressed air service, car washes, vacuums, and
automated teller machines.  Management continues to evaluate the
addition of new ancillary services.

DEALER OPERATIONS

The Company maintains 102 dealer-operated units, all of which are
located in Maryland.  Under the Maryland Divorcement Law, refiners are
prohibited from operating gasoline stations.  The Maryland units are
operated under a Branded Service Station Lease and Dealer Agreement (the
"Dealer Agreement"), generally with a term of three years.  Pursuant to
the Dealer Agreement, a dealer leases the facility from the Company and
purchases and resells Crown-branded motor fuel and related products.
Dealers purchase and resell merchandise from independent third parties.
 The Dealer Agreement sets forth certain operating standards; however,
the Company does not control the independent dealer's personnel, pricing
policies or other aspects of the independent dealer's business.  The
Company believes that its relationship with its dealers has been very
favorable as evidenced by a low rate of dealer turnover.

The Company realizes little direct benefit from the sale of merchandise
or ancillary services at the dealer operated units, and the revenue from
these sales is not reflected in the Company's Consolidated Financial
Statements.  However, to the extent that the availability of merchandise
and ancillary services increases customer traffic and gasoline sales at
its units, the Company benefits from higher gasoline sales volumes.

SUPPLY, TRANSPORTATION AND WHOLESALE MARKETING

SUPPLY

The Company's refineries, terminals and retail outlets are strategically
located in close proximity to a variety of supply and distribution
channels.  As a result, the Company has the flexibility to acquire
available domestic and foreign crude oil economically, and also the
ability to cost effectively distribute its products to its own system
and to other domestic wholesale markets.  Purchases of crude oil and
feedstocks are determined by quality, price and general market
conditions.


                               Page 5

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TRANSPORTATION

All of the domestic crude oil processed by the Company at its Pasadena
refinery is transported by pipeline.  The Company's purchases of foreign
crude oil are transported primarily by tankers under spot charters which
are arranged by either the seller or the Company.  The Company is not
currently obligated under any time-charter contracts.  The Company has
an approximate 5% interest in the Rancho Pipeline and generally received
approximately 8,000 barrels per day of crude through this system in
2000.  Foreign crudes (principally from the North Sea, West Africa and
South America) account for approximately 90% of total Pasadena crude
supply and are delivered by tanker.  Most of the crude for the Tyler
refinery is gathered from local East Texas fields and delivered by two
pipeline systems, one of which is owned by the Company.  Foreign crude
also can be delivered to the Tyler refinery by pipeline from the Gulf
Coast.

TERMINALS

The Company operates eight product terminals located along the Colonial
and Plantation pipeline systems.  In addition to the terminal at the
Tyler refinery, it operates four product terminals located along the
Texas Eastern Products Pipeline system. These terminals have a combined
storage capacity of 1.7 million barrels.  The Company's distribution
network is augmented by agreements with other terminal operators also
located along these pipelines.  In addition to serving the Company's
retail requirements, these terminals supply products to other
refiner/marketers, jobbers and independent distributors.

WHOLESALE MARKETING

Approximately 15% of the gasoline produced by the Company's Pasadena
refinery is transported by pipeline for sale at wholesale through
Company and other terminals in the Mid-Atlantic and Southeastern United
States.  Heating oil is also regularly sold at wholesale through these
same terminals.  Gasoline, heating oil, diesel fuel and other refined
products are also sold at wholesale in the Gulf Coast market.

The Company has entered into product exchange agreements for
approximately one-quarter of its Tyler refinery production with two
major oil companies headquartered in the United States.  These
agreements provide for the delivery of refined products at the Company's
terminals, in exchange for delivery by these companies of a similar
amount of refined products to the Company.  These exchange agreements
provide the Company with the ability to broaden its geographic
distribution, supply markets not connected to the refined products
pipeline systems and reduce transportation costs.


ITEM 3.  LEGAL PROCEEDINGS

The Company is involved in various matters of litigation, which, in the
opinion of management, are not expected to have a material adverse
effect on the Company.  The Company's legal proceedings are further
discussed in Note I of the Notes to Consolidated Financial Statements on
page 33 of this report.

The Pasadena and Tyler refineries and many of the Company's other
facilities are involved in a number of environmental enforcement actions
or are subject to agreements, orders or permits that require remedial
activities.  These matters and other environmental expenditures are
discussed in the Liquidity and Capital Resources section of Management's
Discussion and Analysis of Financial Conditions and Results of
Operations on pages 13 through 17 of this report, and in Note I of the
Notes to Consolidated Financial Statements on page 33 of this report.
These enforcement actions and remedial activities, in the opinion of
management, are not expected to have a material adverse effect on the
Company.

During most of the last five fiscal years, the Company was engaged in a
labor dispute at its Pasadena refinery.  Following a number of incidents
apparently intended to disrupt normal operations at the refinery and
also as a result of the unsatisfactory status of the negotiations on the
collective bargaining agreement, on February 5, 1996, the Company
implemented a lock out of employees in the collective bargaining unit at
the refinery.  During the lockout, the Paper, Allied-Industrial,
Chemical & Energy Workers Union (PACE), the union to which the
collective bargaining unit belongs, waged an orchestrated corporate
campaign that included a boycott of the Company's retail facilities and
support of various lawsuits against the Company.  On January 17, 2001,
the local bargaining unit ratified a new collective bargaining agreement
and the Company ended the lockout.  As a result, PACE agreed to cease
all boycott activity, dismiss all regulatory complaints, resolve all
litigation with the Company and end the corporate campaign.

The litigation directly related to the corporate campaign has previously
been reported.  The judge denied class certification in LORETTA BURRELL,
ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION, C.A. No. 97-CVO-357
(E.D. Tex.) and granted the


                               Page 6

<PAGE>


Company's summary judgment motion with respect to the claims of one
plaintiff.  Motions for Partial Summary Judgment against all of the
individual claims of all of the seven remaining plaintiffs are pending.
 The Company has reached a settlement agreement with the plaintiffs in
TEXANS UNITED FOR A SAFE ECONOMY EDUCATION FUND, ET AL. VS. CROWN
CENTRAL PETROLEUM CORPORATION, H-97-2427 (S.D. Tex.), and the settlement
has been submitted to the court for approval.  The parties in KNOX, ET
AL. VS. ROSENBERG, ET AL. C.A. No. 1998-58870 (S.D. Tex.) have an
agreement in principle to settle that case, and a defendants' motion to
dismiss is pending before the court.

On June 25, 1997, a purported class action lawsuit was filed in District
Court for Harris County, Texas by individuals who claim to have suffered
personal injuries and property damage from the operation of the
Company's Pasadena refinery.  ALLMAN, ET AL. VS. CROWN CENTRAL PETROLEUM
CORPORATION, ET AL., C.A. No. 97-39455 (District Court of Harris County,
Texas).  This suit seeks unspecified compensatory damages and $50
million in punitive damages.  The plaintiffs have now dropped all class
action claims.  The matter is in discovery.

On January 8, 1999, five named plaintiffs filed a purported class action
lawsuit against the Company and 12 other named defendants in Superior
Court for New Hanover County, North Carolina claiming that the
defendants are liable for damages caused by MTBE contamination of
groundwater, ATLAS ALAN MAYNARD, III, ET AL. V. AMERADA HESS
CORPORATION, ET AL. 99-CV-00068 (Superior Court of New Hanover County,
North Carolina).  MTBE is a gasoline additive that is used by the
petroleum industry principally to formulate gasolines that comply with
the federal Clean Air Act Amendments of 1990.  The plaintiffs seek to
certify two sub-classes-all owners of drinking water wells in the state
who wish to have their wells tested at the defendants' expense and all
owners of such wells which are contaminated by certain levels of MTBE.
On January 20, 2000, the Court held hearings on the plaintiffs' motion
for class certification and the defendants' motions to dismiss.  The
Court has not issued a ruling on those motions and is now reviewing
additional briefs and will hold additional hearings.  Court-ordered
nonbinding mediation was unsuccessful.

Approximately 85 current or former employees (or their representatives)
of the Company's La Gloria Oil and Gas Company subsidiary have sued La
Gloria, the Company and over 250 other defendants alleging that they
have suffered injuries resulting from exposure to chemicals at the Tyler
refinery, FAYE B. ANDERSON, ET AL. VS. CROWN CENTRAL PETROLEUM
CORPORATION, ET AL. No. 2000-47892 (District Court of Harris County,
Texas).  The plaintiffs have also filed workers' compensation claims.
La Gloria and the Company intend to vigorously defend these actions.

In February 1998, the Company and thirteen other companies, including
several major oil companies, were sued on behalf of the United States
Environmental Protection Agency (EPA) and the Texas Natural Resource
Conservation Commission (TNRCC) under the Comprehensive Environmental
Response Compensation and Liability Act of 1980 (the Superfund Statute)
to recover the costs of removal and remediation at the Sikes Disposal
Pits Site (the Sikes Site) in Harris County, Texas.  The Company does
not believe that it sent any waste material to the Sikes Site or that
there is any credible evidence to support the government's claim that it
did so.  In fact, the Company has developed considerable evidence to
support its position that it should not have been named as a Potentially
Responsible Party (PRP).  The EPA and TNRCC allege that they incurred
response costs and interest in excess of $230 million at the Sikes Site
of which they seek to recover a significant portion.  Since the
Superfund statute permits joint and several liability and any PRP is
theoretically at risk for the entire judgment, the Company intends to
vigorously defend this action.  Based upon the information currently
available, the Company expects that it will eventually prevail in this
matter.  In addition, the Company has been named by the EPA and by
several state environmental agencies as a PRP at various other federal
and state Superfund sites.  The Company's exposure in these matters has
either been resolved, is properly reserved or is DE MINIMIS and is not
expected to have a material adverse effect on the Company.

On January 13, 2000, the Company received a Notice of Enforcement from
the TNRCC regarding alleged state and federal air quality violations,
some of which include sulfur exceedances.  In a letter dated May 3,
2000, the TNRCC informed the Company that it was proposing to enter an
administrative order against the Company for alleged violations of New
Source Performance Standards for hydrogen sulfide and sulfur dioxide and
for additional alleged violations reflected in three prior notices of
violation or enforcement covering the period April 1, 1998 through
December 31, 1999.  The Company believes it has valid legal defenses to
the majority of the alleged violations and is negotiating with the TNRCC
in an effort to settle all charges.  In any case, the ultimate outcome
of any enforcement action, in the opinion of management, is not expected
to have a material adverse effect on the Company.

During the first half of 2000, the Company received notices from the
United States Department of Justice (DOJ) that the government was again
considering filing a civil action against the Company for the alleged
sulfur violations already addressed by an August 31, 1998 TNRCC Agreed
Order and for additional alleged violations not covered by that Order.
The Company has negotiated an agreement in principle with DOJ and EPA to
resolve these matters.  The proposed settlement will not have a material
adverse effect on the Company.

The foregoing environmental proceedings are not of material importance
to Crown's accounts and are described in compliance with SEC rules
requiring disclosure of such proceedings. Other environmental
enforcement actions previously


                               Page 7

<PAGE>


reported have either been resolved, or the settlement currently proposed
by the relevant agency does not require separate disclosure.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 14, 2000, the Company held its Annual Meeting of
Stockholders.  Six directors were elected by the holders of Class A
Common Stock and two directors were elected by the holders of Class B
Common Stock.  The result of the Stockholders election of directors was
as follows:




<TABLE>
<CAPTION>
                                                        VOTES
                                         VOTES FOR    WITHHELD
                                         ---------    --------
<S>                                      <C>          <C>
PROPOSAL I - ELECTION OF DIRECTORS
----------------------------------
Nominees for election by the holders
  of Class A Stock:
     Michael F. Dacey                    3,985,696     544,290
     Stanley A. Hoffberger               3,956,188     573,798
     Barry L. Miller                     3,950,489     579,497
     Frank B. Rosenberg                  3,949,410     580,576
     Henry A. Rosenberg, Jr.             3,954,299     575,687
     John E. Wheeler, Jr.                3,954,514     575,472
Nominees for election by the holders
  of Class B Stock:
     Jack Africk                           296,186     167,689
     The Reverend Harold Ridley, S.J.      296,588     167,287

</TABLE>


No other matters were submitted to a vote of stockholders.


                              PART II
                              -------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS

Until March 7, 2001, the Company's common stock was listed on the
American Stock Exchange under the ticker symbols CNP A and CNP B.  On
March 7, 2001, a subsidiary of Rosemore, Inc., a privately held
company, acquired all of the Company's common stock and the Company
became an indirect wholly-owned subsidiary of Rosemore, and the stock
was no longer traded on the American Stock Exchange following the
close of the market on March 7, 2001.  The stock has subsequently been
delisted and it is no longer registered with the Exchange or the
Commission.


               COMMON STOCK MARKET PRICES AND CASH DIVIDIENDS

<TABLE>
<CAPTION>
                                  2000               1999
                                Sales Price       Sales Price
                               High      Low      High      Low
                              ------   -------   ------   -------
<S>                          <C>      <C>       <C>      <C>
CLASS A COMMON STOCK
  First Quarter               $ 8 9/16  $ 5 5/8  $ 9      $ 7 1/16
  Second Quarter                9 1/4     8 1/4   12 1/8    7 1/4
  Third Quarter                 9 3/4     8 7/8   12        6
  Fourth Quarter               10 3/16    7 5/8    8 5/8    4 3/4

        Yearly                 10 3/16    5 5/8   12 1/8    4 3/4


CLASS B COMMON STOCK
  First Quarter               $ 8 3/4   $ 5 1/2  $ 9      $ 6 7/8
  Second Quarter                9 3/16    8 3/16  11 1/4    7 1/8
  Third Quarter                 9 9/16    8 9/16  11        6
  Fourth Quarter                9 7/8     6 7/8    7 1/4    4 9/16

        Yearly                  9 7/8     5 1/2   11 1/4    4 9/16

</TABLE>

There were no cash dividends declared on common stock in 2000 or 1999.


                               Page 8
<PAGE>




The number of stockholders of the Company's common stock based on the
number of record holders on December 31, 2000 was:


          Class A Common Stock               494
          Class B Common Stock               873

TRANSFER AGENT & REGISTRAR
EquiServe
Boston, Massachusetts



ITEM 6.   SELECTED FINANCIAL DATA

The selected consolidated financial data for the Company set forth below
for the five years ended December 31, 2000 should be read in conjunction
with the Consolidated Financial Statements.



<TABLE>
<CAPTION>


                          2000       1999        1998       1997       1996
                       ----------  ---------- ---------- ---------- ----------
                           (Thousands of dollars except per share amounts)
<S>                    <C>         <C>        <C>        <C>        <C>
Sales and operating
  revenues             $1,961,386  $1,270,181  $1,264,317 $1,609,083 $1,641,875
(Loss) income
  before extraordinary
  item                     (5,094)    (30,026)    (29,380)    19,235     (2,767)
Extraordinary item         (3,132)          -           -          -          -
Net (loss) income          (8,226)    (30,026)    (29,380)    19,235     (2,767)
Total assets              523,561     523,108     518,010    597,394    566,955
Long-term debt            129,367     129,180     129,899    127,506    127,196


PER SHARE DATA - BASIC:
(Loss) income
  before extraordinary
  item                       (.51)      (3.04)      (2.99)      1.97       (.28)
Net (loss) income            (.83)      (3.04)      (2.99)      1.97       (.28)

PER SHARE DATA - DILUTED:
 (Loss) income before
  extraordinary item         (.51)      (3.04)      (2.99)      1.94       (.28)
Net (loss) income            (.83)      (3.04)      (2.99)      1.94       (.28)

</TABLE>


The extraordinary loss recorded in the year 2000 represents legal,
accounting and other related expenses incurred in the Company's efforts
in going private.

To conform to the 1999 and 1998 presentation, Sales and operating
revenues for the years ended December 31, 1997, and 1996, respectively,
have been restated.  These restatements had no effect on the Net income
(loss) and the Net income (loss) per share amounts previously reported.
 See Note A to the accompanying financial statements.

To conform to the 1999 presentation, Total assets at December 31, 1998,
1997, and 1996, respectively, have been restated.  See Note A to the
accompanying financial statements.

The net loss in 1998 included a $7.1 million reserve to reflect the
decline in inventory values of crude oil and petroleum products when
valuing inventories at the lower of cost or market.  Due to the increase
in refined products prices, the reserve of $7.1 million recorded as of
December 31, 1998 to reflect valuing inventories at lower of cost or
market was recovered during the first quarter of 1999.

There were no cash dividends declared in 2000, 1999, 1998, 1997, or
1996.




                               Page 9

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CONSOLIDATED RESULTS OF OPERATIONS

Consolidated sales and operating revenues increased 54.4% for the year
ended December 31, 2000 compared to an increase of 0.5% for the year
ended December 31, 1999.  The 2000 increase was primarily attributable
to a 66.7% increase in the average sales price per gallon of petroleum
products.  Partially offsetting this increase was a decrease in retail
merchandise sales due to the sale of fourteen non-strategic properties
in the fourth quarter of 1999.  Merchandise sales on a same store basis
for the year 2000 increased a modest .7% compared to the prior year.
(See Retail Results of Operations below for further discussion.)  The
1999 increase was primarily attributable to a 21.9% increase in the
average sales price per gallon of petroleum products and an increase in
merchandise sales of $1.2 million or 3.4% offset by a 17.8% decrease in
volumes of refined petroleum products sold primarily due to the
Company's processing agreement with Statoil Marketing and Trading (US)
Inc. (Statoil). (See discussion of Processing Agreement below.)  This
processing agreement expired on October 14, 2000.

Gasoline sales accounted for 60.0% of total 2000 revenues while
distillates and merchandise sales represented 29.5% and 5.4%,
respectively.  This compares to a dollar mix from sales of 57.7%
gasoline, 26.5% distillates and 9.8% merchandise in 1999 and 56.2%
gasoline, 27.0% distillates and 8.9% merchandise in 1998.

The following table depicts the sales values of the principal classes of
products sold by the Company, which individually contributed more than
ten percent of consolidated Sales and operating revenues during the last
three years:

<TABLE>
<CAPTION>

SALES OF PRINCIPAL PRODUCTS
(IN MILLIONS OF DOLLARS)
                                 2000      1999     1998
                               --------   ------   ------
     <S>                       <C>        <C>      <C>
     Gasoline                  $1,176.6   $732.6   $711.1
     No. 2 Fuel & Diesel          513.6    295.4    315.9

</TABLE>

Consolidated costs and operating expenses increased 57.7% compared to an
increase of 0.8% in 1999.  The 2000 increase was due primarily to the
increased cost of crude oil.  The average cost of Platt's West Texas
Intermediate (WTI) crude oil rose 44.6% during the year, from $24.79 per
barrel in 1999 to $35.84 per barrel in 2000.  The increase between 1999
and 1998 was 24.8% from $19.87 per barrel in 1998.  Additionally, rising
fuel gas cost expenses during the year increased cost and operating
expenses at the refineries by approximately $10.1 million as compared to
the prior year's expense.  The increase in 1999 expense was due
primarily to the increased cost of petroleum products stated above
offset by the 17.8% decrease in refining sales volumes due to the
Statoil processing agreement.  The Company utilizes the last-in, first-
out (LIFO) method to value inventory resulting in a better matching of
current revenues and costs.  The impact of using LIFO as compared with
using the first-in first-out method to value inventory was to increase
the Company's costs and operating expenses by $14.2 million in 2000 as
compared to an increase of $53.1 million in 1999 while decreasing costs
and operating expenses by $24.8 million in 1998.  There was an increase
in the 2000 average consumed cost per barrel of crude oil and feedstock
of 70.3% compared to an increase of 29.5% in 1999.  This increase was
primarily due to the increase in crude oil costs discussed above.  The
increase in 1999 Costs and operating expenses was partially offset by a
recovery of the lower of cost or market reserve established in 1998 due
to an industry-wide decline in the market prices of crude oil and
refined products of approximately $7.1 million.  The $7.1 million lower
of cost or market reserve was recovered in the first quarter of 1999 due
to increases in market values of refined product prices during the
period.  The average consumed cost per barrel includes only those costs
directly associated with the purchase and processing of crude oil and
feedstock.  Accordingly, refinery operating expenses are not included in
the average consumed cost per barrel of crude oil and feedstock.

Consolidated costs and operating expenses in 2000, 1999, and 1998
include $3.4 million, $10.0 million, and $2.6 million, respectively, of
litigation costs.  Additionally, 2000, 1999 and 1998 expenses include
reductions of $3.0 million, $2.1 million and $2.9 million, respectively,
related to favorable resolutions of certain litigation and insurance
claims.  Due to the resolution of certain employee benefit issues, the
Company reduced its general benefits accrual by $1.9 million in 2000.

The Company's results of operations were significantly affected by its
use of the LIFO method to value inventory, which in a period of rising
prices, decreased the Company's gross margin by $14.2 million in 2000
and  $53.1 million in 1999, whereas the Company's gross margin increased
$24.8 million in 1998 when prices were falling.  Increases in the cost
of the Company's crude oil and purchased feedstocks reflect industry-
wide increases in the prices of these products, which prevailed for most
of the year.  West Texas Intermediate (WTI) crude oil prices increased
from a low of $12.14 per barrel at the beginning of 1999 to average
$19.31 per barrel for the year 1999 and further increased to average
$30.36 per barrel for the year 2000.

                               Page 10

<PAGE>

On October 15, 1998, the Company executed a Processing Agreement with
Statoil, N.A.  whereby the Company processed a monthly average of 35,000
barrels per day of crude oil owned and supplied by Statoil at the
Company's Pasadena, Texas refinery.  The Company received a specified
fee per barrel processed and returned to Statoil a specified mix of
finished petroleum products.  The fees earned from the processing
agreement represented 17.3% in 2000 and 29.4% in 1999 of the Company's
gross margin.  This Processing Agreement expired on October 14, 2000.
The crude oil production capacity previously allotted to the fixed fee
processing agreement will be used to produce and sell product through
the Company's wholesale and retail refined product distribution system
at margins subject to competitive pressure and market fluctuation.

The Company utilizes the last-in, first-out (LIFO) method to value its
inventory.  The LIFO method attempts to achieve a better matching of
costs to revenues by including the most recent costs of products in
Costs and operating expenses.  The Company's use of the LIFO method
decreased gross margin over what it would have been had the first-in,
first-out (FIFO) method of inventory valuation been utilized by $.26 per
barrel ($14.2 million) in the year 2000.  The 1999 impact of the
Company's use of the LIFO method was to decrease the Company's gross
margin by $1.03 per barrel ($53.1 million) while increasing the
Company's gross margin by $.44 per barrel ($24.8 million) in 1998.  The
LIFO impact for 1999 and 1998 is net of $14.3 million and $0.5 million
respectively of the decreases in gross margin attributable to lower
inventory levels resulting from the liquidation of LIFO layers, which
were carried at higher costs prevailing in prior years.

Selling expenses decreased 5.0% in 2000 and increased 0.4% in 1999.  The
decrease in 2000 is primarily the result of the sale of the Atlanta area
retail properties in the fourth quarter of 1999 that reduced overall
selling expenses and the retail marketing administrative staff
reorganization in mid-year 1999.  The 1999 increase is principally due
to increases in labor and maintenance costs at the Company's retail
sites. Additionally, environmental refunds received reduced 1998 selling
expenses, no such refunds were received in 1999.

Administrative expenses decreased 3.9% in 2000 compared to 1999 and
decreased 6.1% in 1999 compared to 1998. The decreases in 2000 expenses
are primarily due to overall reductions in personnel costs offset by
increases in insurance expense and consulting fees.  The decrease in
1999 is due primarily to reductions in labor costs as a result of the
completion of the company-wide business process-reengineering project.

Depreciation and amortization increased 4.1% in 2000 compared to 1999
and increased 8.8% in 1999 compared to 1998.  The changes in 2000 were
the result of increases in the depreciable base of station/store
equipment and facilities and computer equipment, offset by decreases in
turnaround amortization at the Tyler refinery.  The 1999 increases were
primarily attributable to the increases in the depreciable base of the
Company's computer systems because of the company-wide information
systems upgrade completed in 1999.

Sales, abandonments and write-downs of property, plant and equipment
decreased $6.5 million in 2000. This decrease is due primarily to the
sale of certain non-strategic operating retail locations near Atlanta,
Georgia that occurred in 1999.

Earnings Before Interest, Taxes, Depreciation, Amortization,
Abandonments of Property, Plant and Equipment, and LIFO inventory
adjustments (EBITDAAL), which measures the Company's cash flow from
operations on a FIFO inventory basis increased from $52.8 million in
1999 to a positive cash flow of $58.1 million in 2000.  The increase
principally reflects improved industry margins available to the Company
during the year.  The Company's ability to take advantage of these
margins was offset by the negative impact of market backwardation on the
Company's margin management policies and depressed margins available on
non-transportation products produced.  EBITDAAL increased in 1999 from a
deficit EBITDAAL of $24.6 million in 1998 primarily due to the Company's
performance of realizing available industry margins in 1999.

During the year the Company incurred expenses of $3.1 million as a
result of its proposed going private transaction with Rosemore
Acquisition Corporation (RAC).  These expenses are shown on the
Statement of Income as an Extraordinary Loss.  On December 17, 2000, the
Company entered into a definitive Agreement and Plan of Merger with
Rosemore, Inc. and RAC an indirect wholly owned subsidiary of Rosemore,
Inc.  The merger transaction was approved by the Company's stockholders
at a Special Meeting of Stockholders held on March 7, 2001.

REFINING RESULTS OF OPERATIONS

Refining sales and operating revenues increased from $807.6 million in
1999 to $1,338.3 million in 2000.  This increase follows a decrease in
Refining sales and operating revenues in the prior year of $25.0 million
to $807.6 million reflected in 1999.  The increase in 2000 is due
primarily to the increased market prices for refined petroleum products
existing throughout the year 2000 as compared to 1999.  The annual
average sales price per barrel from the Company's refining operation was
$35.33 in 2000 versus $21.23 in 1999.  Operating revenues also increased
due to sales volumes increasing 5.6% in 2000; offset



                               Page 11

<PAGE>

by a decline in other refining operating revenues.   The decrease in
1999 was due primarily to the decrease in sales volumes resulting from
the Company's crude oil based processing agreement executed in the
fourth quarter of 1998 offset by an increase in average selling price of
refined products per barrel.  If the crude oil processed under the
Processing Agreement had been sold at the market price of the refined
products returned to Statoil, refining sales and operating revenues for
2000 and 1999 would have been approximately, $319.3 million and $225.0
million respectively, higher than those currently reported.

The refining gross margin before LIFO increased $11.3 million (6.8%)
from $165.2 million in 1999 to $176.5 million in 2000. The 1999 gross
margin before LIFO increased $79.3 million from $87.1 million in 1998.
The Company's use of the LIFO method to value its inventories had a
significant impact on its refining gross margin.  The effect of LIFO, in
a period of rising prices, decreased the Company's refining gross margin
by $13.4 million in 2000 and decreased the Company's refining gross
margin by $52.5 million in 1999.  The effect of LIFO in 1998, a period
of falling prices, increased the Company's gross margin by $24.8
million.  Additionally, the refining margins in 1999 were positively
impacted by the liquidation of LIFO layers previously discussed.

Total refinery yields of distillates increased to approximately 48,900
barrels per day (bpd) (32.8%) in 2000 from 42,800 bpd (30.2%) in 1999
and from 48,700 bpd (31.4%) in 1998 while total production of finished
gasoline increased to approximately 84,200 bpd (56.5%) from 81,200 bpd
(57.4%) in 1999 and decreased from 87,500 bpd (56.5%) in 1998.  Total
refinery production was approximately 149,100 bpd in 2000, 141,500 bpd
in 1999, and 155,000 bpd in 1998.  These increases in refinery
production volumes and yields during 2000 are due primarily to the
planned maximization in refinery production volumes as a result of
improved industry-wide refining margins during the current year offset
by unscheduled downtime and the depressed margins of non-transportation
products produced.  The decreases in refinery volumes from 1998 to 1999
were due primarily to the planned reduction in refinery production
because of poor industry-wide refining margins.  During these periods of
low refining margins, the Company successfully optimized refining gross
margin at reduced run levels. The 1999 Pasadena refining operations were
also impacted significantly by weather related incidents in the second
quarter.  High winds damaged the main cooling tower resulting in
substantially reduced throughputs in May 1999 and an electrical storm in
June 1999 damaged the FCC unit, resulting in a two week shut down.

Refining operating expenses increased $11.5 million or 8.8% in 2000 and
decreased $1.8 million or 1.4% in 1999 and $2.2 million or 1.6% in 1998.
Refining operating expenses in 2000 were primarily impacted by
escalations in fuel gas cost, up by $10.1 million in 2000, and increases
in insurance claims and maintenance costs.  During 1999 refining
operating expenses were favorably impacted by cost reduction initiatives
at the refineries resulting in a reduction in expenses when compared to
1998 of approximately $9.2 million.  These savings were primarily driven
by reductions in refinery operating supplies, professional fees and
maintenance costs.  The 1999 refinery operating cost savings were
partially offset by an increase in legal expenses, primarily relating to
various matters associated with the locked-out collective bargaining
unit employees at the Pasadena refinery.

EBITDAAL from refining operations modestly increased to a positive $55.7
million in 2000 from $55.3 million in 1999 and significantly increased
from a deficit EBITDAAL of $24.2 million in 1998.  The average annual
30-day delayed industry-wide refining margin increased approximately 46%
from 1999 to 2000, increased approximately 60% from 1998 to 1999 and
decreased 30% from 1997 to 1998.  The slight increase in EBITDAAL from
1999 to 2000 principally reflects the impact of the depressed margins of
non-transportation products produced and the steep backwardation in the
crude market that negatively impacted the Company's risk management
program.

RETAIL RESULTS OF OPERATIONS

Retail sales and operating revenues increased 34.6% from $465.3 million
in 1999 to $626.1 million in 2000.  Retail sales and operating revenues
also increased $31.0 million to $465.3 million in 1999 from $434.3
million in 1998.  The 2000 increase is due primarily to increases in the
retail prices of refined petroleum products, offset by a decrease in
retail gasoline sales volumes of 36.4 million gallons from the prior
year.  The decreases in gasoline volumes are due to increased
competition with state of the art facilities, delayed capital
improvements, particularly the Company's decision to delay the
installation of island card readers, a decrease in the number of
operating units from year to year and more aggressive pricing strategies
resulting in significantly increased gasoline margins for 2000.  The
increase in 1999 is due primarily to increases in the retail prices of
refined petroleum products, tobacco-related products and alcohol sales
while offset by a decrease in retail gasoline sales volumes due to the
increased competition previously mentioned.  On a same store basis,
merchandise sales and margins dollars showed modest increases of .7% and
1.5% respectively in 2000.  The merchandise sales increases are
primarily due to the increases in the selling prices of beer and wine
and tobacco-related products.  Petroleum product sales on a same store
basis declined 22.2 million gallons while margins increased $6 million
in 2000.


                               Page 12

<PAGE>

The Company's retail gasoline gross margin increased from $.092 per
gallon in 1999 to $.108 per gallon in 2000.  The retail gasoline margin
decreased 13.2% in 1999 from $.106 per gallon in 1998. An increase in
2000 overall gasoline margin dollars was achieved despite the decline in
volumes mentioned above.  The improved margins are attributable to more
favorable retail market conditions and targeted aggressive pricing
strategies.  The decrease in 1999 was primarily the result of retail
price increases lagging behind the rapid run-up of wholesale gasoline
prices during the year.  Additionally, retail gasoline sales volumes in
1999 declined 4.6% compared to 1998.  This decrease in volume is
principally the result of a less competitive margin focused pricing
strategy coupled with increased competition.  The Company's merchandise
gross margin percentage increased slightly from 31.7% in 1999 to 31.9%
in 2000.  The merchandise gross margin percentage in 1999 increased from
30.8% in 1998.  The increases in merchandise gross margin are a result
of selective merchandise margin increases, primarily beer, wine and
tobacco products.

Retail operating expenses decreased 7.3% in 2000 and increased 4.3% in
1999.  The decrease in retail operating expenses is primarily
attributable to a lower number of operating units for most of the year
2000, when compared to the number of locations operating in 1999.  The
decreases occurred principally in personnel costs, computer expenses and
depreciation.  The increase in retail operating expenses in 1999 was
primarily due to increases in store salaries, wages and benefits and
depreciation and amortization expenses offset by a decrease in
promotional expenses.  Additionally, retail operating expenses were
positively impacted in 1998 by non-recurring environmental refunds that
were available that year.  At December 31, 2000, the Company operated
220 retail gasoline facilities and 110 convenience stores compared to
249 retail gasoline facilities and 82 convenience stores at December 31,
1999 and 267 retail gasoline facilities and 76 convenience stores at
December 31, 1998.

EBITDAAL from retail operations increased from $16.8 million in 1999 to
$26.1 million in 2000.  EBITDAAL in 1999 decreased from $24.0 million in
1998.


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents decreased $0.4 million during
2000, as accounts receivable increases attributable to higher product
prices, capital expenditures and deferred turnaround maintenance
spending offset cash flows from operations and the proceeds from
property sales.  During 1999, cash and cash equivalents decreased $2.0
million, as cash losses from operations, capital expenditures, deferred
maintenance spending and net repayments of borrowings offset a decrease
in net working capital items and the proceeds from property sales.  Cash
and cash equivalents decreased $29.1 million in 1998 due to cash losses
from operations and investment expenditures that were partially offset
by a net decrease in working capital items and additional borrowings.

Net cash flows provided by operating activities were $5.7 million during
2000, as operations provided $31.9 million of cash flow, which offset a
$26.2 million net increase in working capital accounts.  The increase in
working capital items was primarily attributable to a price-driven
increase in accounts receivable.  The Company generated $27.2 million of
net cash inflows from operating activities during 1999, as a $40.9
million reduction in net working capital items offset a deficit in cash
flow attributable to the $30.0 million net loss recorded in that year.
The 1999 working capital reduction was primarily due to the redeployment
of $12.0 million of restricted cash on hand at the end of 1998 and the
cash flow impact of higher raw material costs and product prices that
resulted in a substantial increase in crude oil and refined products
payables that was partially offset by a smaller increase in accounts
receivable.  During 1998, the net cash flow provided by operating
activities was $1.5 million, as the impact of lower unit costs and
product prices on inventories and accounts receivable offset a related
decrease in crude oil and refined products payables, the negative cash
flow attributable to the $29.4 million net loss recorded that year and
both a temporary restriction of cash and the incurrence of financing
costs at the inception of the Company's new credit facility.

Net cash used in investment activities during 2000 totaled $6.3 million
and resulted from $17.2 million in capital expenditures ($6.7 million
for refining operations, $9.1 million for retail operations and $1.4
million for corporate and other strategic projects) and $6.1 million of
deferred refinery turnaround maintenance spending, partially offset by
$15.8 million of proceeds from the sales of property and equipment.  The
latter amount includes $13.8 million in net proceeds from a sale-
leaseback of 15 existing retail facilities.  Net cash outflows from
investment activities during 1999 were $17.8 million and consisted
principally of capital expenditures of $25.9 million ($11.4 million for
refining operations, $10.1 million for retail operations and $4.4
million related to corporate and other strategic projects) and $5.8
million for deferred refinery turnaround costs and $2.2 million in
capitalized costs of software developed for the Company's own use.
These outflows from investment activities were partially offset by
proceeds from the sale of 14 non-strategic retail properties in Georgia,
the sale of a majority-owned security monitoring company and a reduction
of other long-term assets.  During 1998, net cash outflows from
investment activities were $43.3 million and primarily included capital
expenditures of $36.2 million ($12.4 million for refining



                               Page 13

<PAGE>

operations, $21.5 million for retail operations and $2.3 million related
to corporate and other strategic projects), $3.5 million of deferred
refinery turnaround costs and $3.9 million in capitalized costs of
software developed for the Company's own use.

The net cash provided by financing activities during 2000 was $0.2
million and reflected $0.8 million of net proceeds from a purchase money
lien on a new service station and convenience store site offset by
principal payments on other long-term debt.  The cash used in financing
activities during 1999 was $11.4 million and consisted of repayments of
both Secured Credit Facility (defined below) borrowings and long-term
debt .  During 1998, the cash provided by financing activities was $12.8
million and reflected borrowings under the Secured Credit Facility and
$4.8 million of purchase money liens on new service station and
convenience store sites, partially offset by the repayment of long-term
debt.

At the end of 2000 and 1999, the ratio of current assets to current
liabilities was 1.05 to 1 and .93 to 1, respectively.  If FIFO values,
which approximate market value, had been used for all inventories, the
ratios as of the same dates would have been 1.39 to 1 and 1.20 to 1,
respectively.

Like other petroleum refiners and marketers, the Company's operations
are subject to extensive and rapidly changing federal and state
environmental regulations governing air emissions, waste water
discharges, and solid and hazardous waste management activities.  The
Company's policy is to accrue environmental and clean-up related costs
of a non-capital nature when it is both probable that a liability has
been incurred and that the amount can be reasonably estimated.  While it
is often extremely difficult to reasonably quantify future environmental
related expenditures, the Company anticipates that significant capital
investments will continue to be required over the next year to comply
with existing regulations.  The Company believes that cash provided from
its operating activities, together with other available sources of
liquidity will be sufficient to fund these costs. The Company had
recorded a liability of approximately $5.7 million and $7.1 million as
of December 31, 2000 and 1999, respectively, to cover the estimated
costs of compliance with environmental regulations which are not
anticipated to be of a capital nature.  The $5.7 million liability
includes accruals for issues extending beyond the year 2001.

Environmental liabilities are subject to considerable uncertainties,
which affect the Company's ability to estimate the ultimate cost of its
remediation efforts.  These uncertainties include the exact nature and
extent of the contamination at each site, the extent of required clean-
up efforts, varying costs of alternative remediation strategies, changes
in environmental remediation requirements, the number and financial
strength of other potentially responsible parties at multi-party sites
and the identification of new environmental sites.  As a result, charges
to income for environmental liabilities could have a material effect on
results of operations in a particular quarter or year as assessments and
remediation efforts proceed or as new claims arise.  However, management
is not aware of any environmental matters that would be reasonably
expected to have a material adverse effect on the Company.  See Item 3.
Legal Proceedings on page 6 and Note I of the Notes to Consolidated
Financial Statements on page 33 of this report.

During 2001, the Company estimates environmental expenditures at the
Pasadena and Tyler refineries, of at least $2.0 million and $2.7
million, respectively.  Of these amounts, it is anticipated that $1.8
million for Pasadena and $2.4 million for Tyler will be of a capital
nature, while $0.2 million and $0.3 million, respectively, has been
budgeted for non-capital remediation efforts.  At the Company's
marketing facilities, environmental expenditures relating to previously
accrued non-capital compliance efforts are planned for 2001 totaling
approximately $1.5 million.

During December 1998, the Company entered into a $125 million Loan and
Security Agreement (Secured Credit Facility) to provide cash borrowings
and letters of credit.  The Secured Credit Facility, which has a three-
year term expiring December 9, 2001 and is secured by certain current
assets, provides for the Company's general corporate and working capital
requirements.  It includes limitations on additional indebtedness and
cash dividends and requires compliance with financial covenants,
including the maintenance of minimum levels of adjusted working capital
and net worth.  Cash borrowings under the Secured Credit Facility are
limited by the Indenture to $50 million and bear interest based on the
prime rate or LIBOR based rates.  The Company pays a fee for unused
commitments under the Secured Credit Facility.  Up to $75 million of the
Secured Credit Facility is subject to the availability of eligible
collateral, which totaled $110.5 million at December 31, 2000, after the
application of reserves and advance rates.  The remaining $50 million of
availability, which is provided by Rosemore, Inc. (Rosemore), a related
party to the Company, is not subject to the limitation of eligible
collateral.

As of December 31, 2000, the Company had no cash borrowings and $53.7
million of outstanding letters of credit issued pursuant to the Secured
Credit Facility, with remaining unused commitments of $71.3 million.
There were $31.7 million of letters of credit outstanding and no cash
borrowings at December 31, 1999.

The Company has utilized additional financial support from Rosemore that
is not committed and is subject to Rosemore's discretion.  This support
is in the form of performance guarantees relative to the Company's
purchase of crude oil, feedstocks



                               Page 14

<PAGE>



and other petroleum products and unsecured cash borrowing availability.
As of December 31, 2000, there were no such guarantees or loans
outstanding.  The Company pays Rosemore fees at market rates for these
facilities.

At the Company's option, the 10 7/8% Senior Notes due 2005 (Notes) may
be redeemed at 103.625% of the principal amount beginning February 1,
2001, and thereafter at an annually declining premium over the principal
amount until February 1, 2003, when no premium is required.  The Notes
were issued under an Indenture, as amended (Indenture), which includes
certain restrictions and limitations effecting the payment of dividends,
repurchase of capital stock and incurrence of additional debt.  As of
December 31, 2000, the Indenture allowed additional borrowings outside
of the Secured Credit Facility of $0.9 million.  The Notes have no
sinking fund requirements.

The Purchase Money Liens outstanding as of December 31, 2000, represent
loans to finance land, buildings and equipment at seven service station
and convenience store locations.  These borrowings are repayable over 60
to 72 months at either fixed or floating interest rates.  The Purchase
Money Liens are secured by assets having a net cost basis of $7.7
million and $7.1 million at December 31, 2000 and 1999, respectively,
and are payable monthly through November 2006.

The Company's management is involved in a continual process of
evaluating growth opportunities in its business segments as well as its
capital resource alternatives.  Total capital expenditures and deferred
turnaround costs in 2001 are projected to approximate $30.0 million.
The capital expenditures relate primarily to planned improvements at the
Company's refineries, retail unit improvements and to company-wide
environmental requirements. The Company believes, but there can be no
assurance, that cash provided from its operating activities, together
with other available sources of liquidity, including Rosemore and the
Secured Credit Facility, or a successor agreement, will be sufficient in
2001 to make required payments of principal and interest on its debt,
permit anticipated capital expenditures and fund the Company's working
capital requirements.  The Secured Credit Facility expires on December
9, 2001, but may be extended for additional one-year periods upon
agreement between the Company and the agent of the Secured Credit
Facility.  The Company has requested that the Secured Credit Facility
expiration date be extended to December 31, 2002.  In the event that the
Company is not able to renew or replace the current credit facility or
should crude oil prices dramatically increase, management intends to
take the necessary actions for the Company to continue to operate as a
going concern including, but not limited to, the reduction of refinery
throughput and limiting or deferring capital expenditures.  Any major
acquisition or other substantial expenditure would likely require a
combination of additional debt and equity.

The Company places its temporary cash investments in high credit quality
financial instruments, which comply with the requirements contained in
the Company's financing agreements.  These securities mature within 90
days and, therefore, bear minimal interest rate risk.  The Company has
not experienced any losses on these investments.

The Company faces intense competition in all of the business areas in
which it operates.  Many of the Company's competitors are substantially
larger and, therefore, the Company's earnings can be affected by the
marketing and pricing policies of its competitors, as well as changes in
raw material costs.

Merchandise sales and operating revenues from the Company's convenience
stores are seasonal in nature, generally producing higher sales and
earnings in the summer months than at other times of the year.  Gasoline
sales, both at the Crown multi-pump stations and convenience stores, are
also somewhat seasonal in nature and, therefore, related revenues may
vary during the year. This seasonality does not, however, negatively
impact the Company's overall ability to sell its refined products.

The Company maintains business interruption insurance to protect itself
against losses resulting from shutdowns to refinery operations from
fire, explosions and certain other insured casualties.  Business
interruption coverage begins for such losses in excess of $2 million.

The Company has disclosed in Item 3. Legal Proceedings on page 6 and in
Note I of the Notes to Consolidated Financial Statements on page 33 of
this report, various contingencies which involve litigation and
environmental liabilities.  Depending on the occurrence, amount and
timing of an unfavorable resolution of these contingencies, the outcome
of which cannot reasonably be determined at this time, it is possible
that the Company's future results of operations and cash flows could be
materially affected in a particular quarter or year.  However, after
consultation with counsel, in the opinion of management, the ultimate
resolution of any of these contingencies is not expected to have a
material adverse effect on the Company.  Additionally, as discussed in
Item 3. Legal Proceedings on page 6 of this report, on January 17, 2001
the local PACE bargaining unit at the Pasadena refinery ratified a new
collective bargaining agreement and the Company ended the lockout.  As a
result, PACE has ceased all boycott activities, dismissed all regulatory
complaints, moved to resolve all litigation with the Company, and ended
the corporate campaign.  Bargaining unit employees began returning to
work in February 2001.



                               Page 15

<PAGE>

EFFECTS OF INFLATION AND CHANGING PRICES

The Company's financial statements were prepared using the historical
cost method of accounting and, as a result, do not reflect changes in
the purchasing power of the dollar.  In the capital intensive industry
in which the Company operates, the replacement costs for its properties
would generally far exceed their historical costs.  As a result,
depreciation would be greater if it were based on current replacement
costs.  However, since the replacement facilities would reflect
technological improvements and changes in business strategies, such
facilities would be expected to be more productive and versatile than
existing facilities, thereby increasing profits, mitigating increased
depreciation, and operating costs.

In recent years, crude oil and refined petroleum product prices have
been volatile which has impacted working capital requirements.  If the
prices increase in the future, the Company would expect a related
increase in working capital needs and financial performance capability.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's operating results have been, and will continue to be,
affected by a wide variety of factors that could have an adverse effect
on profitability during any particular period, many of which are beyond
the Company's control.  Among these are the supply and demand for crude
oil and refined products, which is largely driven by the condition of
local and worldwide economies and politics, although seasonality and
weather patterns can also play a significant part.  Governmental
regulations and policies, particularly in the areas of energy and the
environment, also have a significant impact on the Company's activities.
 Operating results can be affected by these industry factors, by
competition in the particular geographic markets that the Company serves
and by Company-specific factors, such as the success of particular
marketing programs and refinery operations and the availability of
sufficient working capital.

In addition, the Company's profitability depends largely on the
difference between market prices for refined petroleum products and
crude oil prices.  This margin is continually changing and may fluctuate
significantly from time to time.  Crude oil and refined products are
commodities whose price levels are determined by market forces beyond
the control of the Company.  Additionally, due to the seasonality of
refined products and refinery maintenance schedules, results of
operations for any particular quarter of a fiscal year are not
necessarily indicative of results for the full year.  In general, prices
for refined products are significantly influenced by the price of crude
oil.  Although an increase or decrease in the price for crude oil
generally results in a corresponding increase or decrease in prices for
refined products, often there is a time lag in the realization of the
corresponding increase or decrease in prices for refined products.  The
effect of changes in crude oil prices on operating results therefore
depends in part on how quickly refined product prices adjust to reflect
these changes.  A substantial or prolonged increase in crude oil prices
without a corresponding increase in refined product prices, a
substantial or prolonged decrease in refined product prices without a
corresponding decrease in crude oil prices, or a substantial or
prolonged decrease in demand for refined products could have a
significant negative effect on the Company's earnings and cash flows.

The profitability and liquidity of the Company is dependent on refining
and selling quantities of refined products at margins sufficient to
cover operating costs, including any future inflationary pressures.  The
refining business is characterized by high fixed costs resulting from
the significant capital outlays associated with refineries, terminals
and related facilities.  Furthermore, future regulatory requirements or
competitive pressures could result in additional capital expenditures,
which may or may not produce desired results.  Such capital expenditures
may require significant financial resources that may be contingent on
the Company's continued access to capital markets and commercial bank
financing on favorable terms including acceptable financial covenants.

Purchases of crude oil supply are typically made pursuant to relatively
short-term, renewable contracts with numerous foreign and domestic major
and independent oil producers, generally containing market-responsive
pricing provisions.  Futures, forwards and exchange-traded options may
be used to minimize the exposure of the Company's refining margins to
crude oil and refined product fluctuations.  The Company also
selectively uses the futures market to help manage the price risk
inherent in purchasing crude oil in advance of the delivery date, and in
maintaining the inventories contained within its refinery and pipeline
system.  Hedging strategies used to minimize this exposure include
fixing a future margin between crude oil and certain finished products
and also hedging fixed price purchase and sales commitments of crude oil
and refined products.  While the Company's hedging activities are
intended to reduce volatility while providing an acceptable profit
margin on a portion of production, the use of such a program can effect
the Company's ability to participate in an improvement in related
product profit margins. Although the Company's net sales and operating
revenues fluctuate significantly with movements in industry crude oil
prices, such prices do not have a direct relationship to net earnings,
which are subject to the impact of the Company's LIFO method of
accounting.  The effect of changes in crude oil prices on the Company's
operating results is determined more by the rate at which the prices of
refined products adjust to reflect such changes.



                               Page 16

<PAGE>


The following table presents the current market value of the Company's
outstanding derivative commodity instruments held at December 31, 2000
based on crude oil and refined products market prices at that date and
the estimated impact on future earnings before taxes based on the
sensitivity of those instruments to a 10% increase or decrease in market
prices.

<TABLE>
<CAPTION>

                                           Anticipated Gain (Loss)
                                           -----------------------
                    Current Value at   10% Increase in  10% Decrease in
                    December 31, 2000   Market Prices    Market Prices
                    -----------------  ---------------  ---------------
                                         (in thousands)
<S>                 <C>                <C>              <C>
Commodity futures      $      338         $   (1,365)       $    1,365
Commodity forwards          4,548              4,395            (4,395)
                       ----------         ----------        ----------
     Total             $    4,886         $    3,030        $   (3,030)
                       ==========         ==========        ==========

</TABLE>



Cash borrowings under the Secured Credit Facility bear interest based on
the prime rate or LIBOR based rates.  Changes in these rates could also
impact the level of earnings in future periods.

Rosemore entered into an Agreement and Plan of Merger dated December 17,
2000 (the "Merger Agreement"), with the Company.  The Merger Agreement
proposed that Rosemore Acquisition Corporation, a Rosemore subsidiary,
be merged with and into the Company .  Under the Merger Agreement, the
stockholders of the Company, other than Rosemore, would receive $10.50
per share in exchange for their Company stock if the Company's
stockholders approved the Merger.  The Merger Agreement was submitted to
the Company's stockholders for approval at a special meeting of
stockholders on March 7, 2001.  The Merger Agreement received the
requisite two-thirds approval from the Company stockholders and also the
majority of votes cast other than those owned by Rosemore and its
affiliates.  The effective date of the Merger was March 7, 2001.


ITEM 7A.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market risk disclosures relating to outstanding derivative
commodity instruments are discussed above in Item 7 Management's
Discussion and Analysis of Financial Condition and Results of
Operations.






                 [This space intentionally left blank]




                               Page 17

<PAGE>








<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                       CONSOLIDATED BALANCE SHEETS
          Crown Central Petroleum Corporation and Subsidiaries
                         (thousands of dollars)


<TABLE>
<CAPTION>

                                                           December 31
                                                        2000         1999
                                                     ----------  -----------
<S>                                                  <C>         <C>
ASSETS
------

CURRENT ASSETS
  Cash and cash equivalents                          $   12,097   $   12,447
  Accounts receivable, less allowance for
    doubtful accounts (2000--$418, 1999--$552)          132,571      104,332
  Inventories, net of LIFO reserves (2000 -- $70,042
    1999 -- $55,813)                                     69,962       69,195
  Other current assets                                    1,944        1,428
                                                     ----------   ----------
               TOTAL CURRENT ASSETS                     216,574      187,402



INVESTMENTS AND DEFERRED CHARGES                         17,560       21,666



PROPERTY, PLANT AND EQUIPMENT
  Land                                                   43,728       46,650
  Petroleum refineries                                  395,124      389,331
  Marketing facilities                                  207,067      214,418
  Furniture and other equipment                          33,727       40,024
                                                     ----------  -----------
                                                        679,646      690,423

    Less allowance for depreciation                     390,219      376,383
                                                     ----------  -----------
      NET PROPERTY, PLANT AND EQUIPMENT                 289,427      314,040


                                                     ----------  -----------
                                                     $  523,561  $   523,108
                                                     ==========  ===========

</TABLE>

[FN]

See notes to consolidated financial statements

</FN>



                               Page 18

<PAGE>





                            CONSOLIDATED BALANCE SHEETS
              Crown Central Petroleum Corporation and Subsidiaries
                              (thousands of dollars)

<TABLE>
<CAPTION>
                                                     December 31
                                                 2000           1999
                                               --------       --------
<S>                                            <C>            <C>

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
   Accounts payable:
      Crude oil and refined products            $121,802      $118,489
      Other                                       31,730        22,307
   Accrued liabilities                            50,250        60,685
   Income tax payable                              1,218           413
   Current portion of long-term debt                 665           631
                                                --------      --------
   TOTAL CURRENT LIABILITIES                     205,665       202,525

LONG-TERM DEBT                                   129,367       129,180

DEFERRED INCOME TAXES                              5,336         7,384

OTHER DEFERRED LIABILITIES                        41,985        34,718


COMMON STOCKHOLDERS' EQUITY
   Class A Common Stock--par value $5 per share:
   Authorized -15,000,000 shares;
   issued and outstanding shares--
   4,817,394 in 2000 and in 1999                  24,087        24,087

   Class B Common Stock--par value $5 per share:
   Authorized -15,000,000 shares;
   issued and outstanding shares--
   5,247,937 in 2000 and 5,253,862 in 1999        26,239        26,269
   Additional paid-in capital                     92,693        91,154
   Unearned restricted stock                      (2,558)       (1,049)
   Retained earnings                                 747         8,973
   Accumulated other comprehensive income              -          (133)
                                                --------      --------
   TOTAL COMMON STOCKHOLDERS' EQUITY             141,208       149,301


                                                --------      --------
                                                $523,561      $523,108
                                                ========      ========


</TABLE>


[FN]

See notes to consolidated financial statements
</FN>




                               Page 19

<PAGE>





                        CONSOLIDATED STATEMENTS OF OPERATIONS
                Crown Central Petroleum Corporation and Subsidiaries
                  (thousands of dollars, except per share amounts)


<TABLE>
<CAPTION>

                                             Year Ended December 31
                                      2000            1999           1998
                                    ----------      ----------    ----------
<S>                                 <C>             <C>           <C>
REVENUES
  Sales and operating revenues      $1,961,386      $1,270,181    $1,264,317

OPERATING COSTS AND EXPENSES
  Costs and operating expenses       1,812,594       1,164,299     1,155,194
  Selling expenses                      83,076          87,431        87,121
  Administrative expenses               20,242          21,058        22,427
  Depreciation and amortization         38,496          36,995        34,017
  Sales, abandonments and write-down
   of property and equipment              (676)         (7,181)        (408)
                                    ----------      ----------    ----------
                                     1,953,732       1,302,602     1,298,351
                                    ----------      ----------    ----------
OPERATING (LOSS) INCOME                  7,654         (32,421)      (34,034)
  Interest and other income              3,427           2,735         3,029
  Interest expense                     (16,500)        (15,015)      (14,740)
                                    ----------      ----------     ----------

(LOSS) INCOME BEFORE INCOME TAXES
  AND EXTRAORDINERY ITEM                (5,419)        (44,701)      (45,745)

INCOME TAX (BENEFIT)              (325)        (14,675)      (16,365)
                                    ----------      ----------     ----------

(LOSS) BEFORE EXTRAORDINARY ITEM        (5,094)        (30,026)      (29,380)


EXTRAORDINARY (LOSS)                    (3,132)              -             -
                                    ----------      ----------     ----------

NET (LOSS)                          $   (8,226)     $  (30,026)    $ (29,380)
                                    ==========      ==========     ==========

EARNINGS PER COMMON SHARE-BASIC
  AND DILUTED:
  (Loss) Before Extraordinary Item  $    (0.51)     $    (3.04)    $   (2.99)
  Extraordinary (Loss)                   (0.32)              -             -
                                    ----------      ----------     ----------
  Net (Loss)                        $    (0.83)     $    (3.04)    $   (2.99)
                                    ==========      ==========     ==========

</TABLE>

[FN]
See notes to consolidated financial statements
</FN>




                               Page 20

<PAGE>




CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
      Crown Central Petroleum Corporation and Subsidiaries
       (thousands of dollars, except per share amounts)

<TABLE>
<CAPTION>


                                         Class A   Class B
                                         Common    Common   Additional
                              Total      Stock     Stock     Paid-In
                              Shares     Amount    Amount    Capital
                             ---------  --------  --------  ---------
<S>                          <C>        <C>       <C>       <C>
BALANCE AT DECEMBER 31, 1997 10,058,168 $ 24,087  $ 26,204  $  94,655
Comprehensive income:
Net income for 1998
Adjustment to minimum
  Pension liability, net of
  Deferred income tax
  benefit of $117
Comprehensive income
Stock registered to
  Participants of stock
  Incentive plans                85,415               427        645
Cancellation of non-vested stock
  Registered to participants
  of stock incentive plans     (114,140)             (571)     (1,649)
Stock option exercises           41,814               209         387
Market value adjustments to
  Unearned Restricted Stock                                    (2,530)
Other                           (17,646)              (88)        (42)
                             ---------- -------   -------     -------
BALANCE AT DECEMBER 31, 1998 10,053,611  24,087    26,181      91,466
Comprehensive income:
Net (loss) for 1999
Adjustment to minimum
  Pension liability, net of
  Deferred income tax
  benefit of $175
Comprehensive income
Stock registered to
  Participants of stock
  Incentive plans                40,200               201         111
Stock released to participants
  of stock incentive plans                                        227
Cancellation of non-vested stock
  Registered to participants
  of stock incentive plans      (22,555)             (113)        (56)
Market value adjustments to
  Unearned Restricted Stock                                      (594)
                             ---------- -------   -------     -------
BALANCE AT DECEMBER 31, 1999 10,071,256 $24,087   $26,269     $91,154
                             ========== =======   =======     =======
Comprehensive income:
Net (loss) for 2000
Adjustment to minimum
  Pension liability, net
  of $73 tax
Comprehensive income
Cancellation of non-vested stock
  Registered to participants of
  stock incentive plans          (5,925)              (30)        (16)
Market value adjustments to
  Unearned Restricted Stock                                     1,555
                             ---------- -------   -------     -------
BALANCE AT DECEMBER 31, 2000 10,065,331 $24,087   $26,239     $92,693
                             ========== =======   =======     =======

</TABLE>



[FN]

See notes to consolidated financial statements
</FN>





                               Page 21

<PAGE>



CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY - CONTINUED
          Crown Central Petroleum Corporation and Subsidiaries
            (thousands of dollars, except per share amounts)

<TABLE>
<CAPTION>


                                                  Accumulated
                             Unearned               Other
                            Restricted  Retained Comprehensive
                              Stock     Earnings   Income      Total
                            ----------  -------- ----------- --------

<S>                         <C>         <C>       <C>        <C>
BALANCE AT DECEMBER 31, 1997    (5,291) $ 68,379  $   (679)  $207,355
Comprehensive income:
Net income for 1998                      (29,380)             (29,380)
Adjustment to minimum
  Pension liability, net of
  Deferred income tax
  benefit of $117                                      219        219
                                                              -------
Comprehensive income                                          (29,161)
                                                              -------
Stock registered to
  Participants of stock
  Incentive plans                (1,072)
Cancellation of non-vested stock
  Registered to participants
  of stock incentive plans        2,220
Stock option exercises                                            596
Market value adjustments to
  Unearned Restricted Stock       2,530
Other                               113                           (17)
                             ---------- -------   -------     -------
BALANCE AT DECEMBER 31, 1998     (1,500) 38,999      (460)    178,773
Comprehensive income:
Net (loss) for 1999                     (30,026)              (30,026)
Adjustment to minimum
  Pension liability, net of
  Deferred income tax
  benefit of $175                                     327         327
                                                              -------
Comprehensive income                                          (29,699)
                                                              -------
Stock registered to
  Participants of stock
  Incentive plans                  (312)
Stock released to participants
  of stock incentive plans                                        227
Cancellation of non-vested stock
  Registered to participants
  of stock incentive plans          169
Market value adjustments to
  Unearned Restricted Stock         594
                             ---------- -------   -------    --------
BALANCE AT DECEMBER 31, 1999 $   (1,049)$ 8,973   $  (133)   $149,301

Comprehensive income:
Net (loss) for 2000                      (8,226)               (8,226)
Adjustment to minimum
  Pension liability, net
  of $73 tax                                          133         133
                                                             --------
Comprehensive income                                           (8,093)
                                                             --------
Cancellation of non-vested stock
  Registered to participants of
  stock incentive plans              46                             -
Market value adjustments to
  Unearned Restricted Stock      (1,555)
                             ---------- -------   -------    --------
BALANCE AT DECEMBER 31, 2000 $   (2,558)$   747   $     -    $141,208
                             ========== =======   =======    ========






</TABLE>

[FN]

See notes to consolidated financial statements
</FN>



                               Page 21

<PAGE>







                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              Crown Central Petroleum Corporation and Subsidiaries
                           (thousands of dollars)

<TABLE>
<CAPTION>

                                                           Year Ended December 31
                                                   2000           1999            1998
                                                ----------      ---------       --------
<S>                                             <C>             <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                       $ (8,226)      $ (30,026)     $ (29,380)
Reconciling items from net (loss) to net
    Cash provided by operating activities:
    Depreciation and amortization                  38,496          36,995         34,017
     (Gain) on sales of property
          and equipment                              (676)         (7,180)          (408)
     Gain on sale of equity investment                  -          (1,224)             -
     Equity loss in unconsolidated subsidiaries         -             839          1,042
     Deferred income taxes                         (1,501)        (15,425)       (16,874)
     Other deferred items                           3,818           2,315          2,219
Changes in assets and liabilities
     Accounts receivable                          (28,239)        (44,105)        42,302
     Inventories                                     (768)         10,910         29,175
     Other current assets                            (516)            (18)           686
     Crude oil and refined products payable         3,313          70,023        (55,925)
     Other accounts payable                         9,422         (14,443)         9,420
     Accrued liabilities and other deferred
       liabilities                                 (9,650)          6,657          3,447
     Income tax payable                               805             413              -
     Recoverable and deferred income taxes           (546)           (522)           170
     Restricted cash                                    -          12,000        (12,000)
     Deferred financing costs                           -               -         (6,430)
                                                 --------        --------       --------
          NET CASH PROVIDED BY OPERATING
             ACTIVITIES                             5,732          27,209          1,461
                                                 --------        --------       --------

CASH FLOWS FROM INVESTIING ACTIVITIES
     Capital expenditures                         (17,188)        (25,922)       (36,161)
     Proceeds from sales of property
       and equipment                               15,754          13,002            786
     Proceeds from sale of equity investment            -           1,224              -
     Investment in affiliates                           -               -            959
     Capitalization of software costs                   -          (2,233)        (3,898)
     Deferred turnaround maintenance               (6,107)         (5,837)        (3,461)
     Net proceeds from long-term notes receivable     347             436            461
     Other credits (charges) to deferred assets       922           1,523         (2,030)
                                                 --------        --------       --------
          NET CASH (USED IN) INVESTiing
             ACTIVITIES                            (6,272)        (17,807)       (43,344)
                                                 --------        --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from debt and credit agreement
       borrowings                                 930,962         588,181         79,770
     Repayments of debt and credit agreement
       borrowings                                (930,772)       (599,606)       (67,600)
     Issuances of common stock                          -               -            597
     NET CASH PROVIDED BY (USED IN) FINANCING    --------        --------       --------
       ACTIVITIES                                     190         (11,425)        12,767
                                                 --------        --------       --------

NET (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                       (350)         (2,023)       (29,116)
                                                 --------        --------       --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR     12,447          14,470         43,586
                                                 --------        --------       --------

CASH AND CASH EQUIVALENTS AT END OF YEAR         $ 12,097        $ 12,447       $ 14,470
                                                 ========        ========       ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION
     Cash paid during the year for:
          Interest (net of amount capitalized)   $ 14,961        $ 16,086       $ 21,442
          Income taxes                              1,575           1,671          1,328

</TABLE>


[FN]

See notes to consolidated financial statements
</FN>



                               Page 22

<PAGE>









NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Crown Central Petroleum Corporation and Subsidiaries


NOTE A--DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS: Crown Central Petroleum Corporation and
subsidiaries (the Company) operates primarily in two business segments
as an independent refiner and marketer of petroleum products, including
petrochemical feedstocks.  The Company operates two refineries, one
located near Houston, Texas with a rated capacity of 100,000 barrels per
day of crude oil and another in Tyler, Texas with a rated capacity of
52,000 barrels per day of crude oil.  Its principal business is the
wholesale and retail sale of its products through 13 product terminals
located on three major product pipelines along the Gulf Coast and the
Eastern Seaboard and in the Central United States and through a network
of 330 gasoline stations, convenience stores and mini-marts located in
the Mid-Atlantic and Southeastern United States.

Employment at the Company's Pasadena and Tyler refineries represent 11%
and 8%, respectively, of the Company's total employment at December 31,
2000.  Additionally, 55% of the Pasadena refinery employees and 72% of
the Tyler refinery employees are subject to collective bargaining
agreements.  The Company's collective bargaining agreement with the
Paper, Allied-Industrial, Chemical and Energy Workers International
Union (PACE), formerly the Oil Chemical & Atomic Workers Union, covering
employees at the Pasadena refinery expired on February 1, 1996.  The
Pasadena refinery employees subject to the PACE agreement were locked
out by the Company on February 5, 1996.  The Company has been operating
the Pasadena refinery without interruption since the lock out.  On
January 17, 2001, the local bargaining unit ratified a new collective
bargaining agreement and the Company ended the lockout.  As a result,
PACE agreed to cease all boycott activity, dismiss all regulatory
complaints, resolve all litigation with the Company and end the
corporate campaign.  The Company began recalling eligible bargaining
unit employees that have not resigned or retired since the lockout
began.

For most of the year 2000, the Company had a contract to process 35,000
barrels per day of crude oil into refined product for one customer at
its Pasadena refinery.  The customer retained ownership of the crude oil
and the refined products.  The Company received a fixed processing fee
per barrel.  This contract expired on October 14, 2000.

Locot Corporation, a wholly-owned subsidiary of the Company, is the
parent company of La Gloria Oil and Gas Company (La Gloria) which owns
and operates the Tyler refinery, product terminals located along the
Texas Eastern Products Pipeline system and through a subsidiary, a
pipeline gathering system in Texas.

FZ Corporation, a wholly owned subsidiary of the Company, is the parent
company of Fast Fare, Inc., which operates two convenience store chains
in six states, retailing both merchandise and gasoline.

The following summarizes the significant accounting policies and
practices followed by the Company:

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements
include the accounts of Crown Central Petroleum Corporation and all
majority-owned subsidiaries.  All significant inter-company accounts and
transactions have been eliminated.

USE OF ESTIMATES:  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS:  Cash in excess of daily requirements is
invested in marketable securities with maturities of three months or
less.  Such investments are deemed to be cash equivalents for purposes
of the Statements of Cash Flows.  Cash with restrictions on usage are
not deemed to be cash equivalents for purposes of the Balance Sheets and
the Statements of Cash Flows. Temporary cash overdrafts are included in
accounts payable.

ACCOUNTS RECEIVABLE:  The majority of the Company's accounts receivable
relate to sales of petroleum products to third parties operating in the
petroleum industry.

INVENTORIES:  The Company's crude oil, refined products, and convenience
store merchandise and gasoline inventories are valued at the lower of
cost (last-in, first-out) or market with the exception of crude oil
inventory held for resale which is valued at the lower of cost (first-
in, first-out) or market.  Materials and supplies inventories are valued
at cost.  Incomplete exchanges of crude oil and refined products due the
Company or owing to other companies are reflected in the inventory
accounts.


                               Page 23

<PAGE>

PROPERTY, PLANT AND EQUIPMENT:  Property, plant and equipment is carried
at cost.  Depreciation and amortization of plant and equipment are
primarily provided using the straight-line method over estimated useful
lives.  Construction in progress is recorded in property, plant and
equipment.

Expenditures which materially increase values, change capacities or
extend useful lives are capitalized in property, plant and equipment.
Routine maintenance, repairs and replacement costs are charged against
current operations.  At intervals of two or more years, the Company
conducts a complete shutdown and inspection of significant units
(turnaround) at its refineries to perform necessary repairs and
replacements.  Costs associated with these turnarounds are deferred and
amortized over the period until the next planned turnaround.

Upon sale or retirement, the costs and related accumulated depreciation
or amortization are eliminated from the respective accounts and any
resulting gain or loss is included in operating results.

Depreciation of property, plant and equipment was approximately
$31,152,000, $26,386,000, and $24,288,000 in the years ended December
31, 2000, 1999 and 1998, respectively.

SOFTWARE CAPITALIZATION:  Costs of developing and implementing software
designed for the Company's own use are capitalized in Property, Plant
and Equipment as incurred.  Amortization is provided using the straight-
line method over the estimated remaining useful lives of the related
software.

ENVIRONMENTAL COSTS:  The Company conducts environmental assessments and
remediation efforts at multiple locations, including operating
facilities, and previously owned or operated facilities.  Estimated
closure and post-closure costs for active, refinery and finished product
terminal facilities are not recognized until a decision for closure is
made.  Estimated closure and post-closure costs for active and operated
retail marketing facilities and costs of environmental matters related
to ongoing refinery, terminal and retail marketing operations are
recognized as follows.  Expenditures for equipment necessary for
environmental issues relating to ongoing operations are capitalized.
The Company accrues environmental and clean-up related costs of a non-
capital nature when it is both probable that a liability has been
incurred and that the amount can be reasonably estimated.  Accruals for
losses from environmental remediation obligations generally are
recognized no later than completion of the remediation feasibility
study.  Estimated costs, which are based upon experience and
assessments, are recorded at undiscounted amounts without considering
the impact of inflation, and are adjusted periodically as additional or
new information is available.

SALES AND OPERATING REVENUES: Resales of crude oil are recorded net of
the related crude oil cost (first-in, first-out) in sales and operating
revenues.  Revenues are recognized net of excise and other taxes when
products are sold, delivered and collectibility is reasonably assured.

INTEREST CAPITALIZATION: Interest costs incurred during the construction
and preoperating stages of significant construction or development
projects are capitalized and subsequently amortized by charges to
earnings over the useful lives of the related assets.

AMORTIZATION OF GOODWILL: The excess purchase price over the estimated
fair value of assets of businesses acquired is being amortized on a
straight-line basis over 20 years.

DERIVATIVE FINANCIAL INSTRUMENTS: The Company uses futures, forwards,
and exchange traded options to manage the price risk inherent in
purchasing crude oil in advance of the delivery date, and in maintaining
the value of inventories contained within its refinery and pipeline
system.  Hedging strategies used to minimize this exposure include
fixing a future margin between crude oil and certain finished products
and also hedging fixed price purchase and sales commitments of crude oil
and refined products.  These instruments generally allow for settlement
at the end of their term in either cash or product.

Net realized gains and losses from these hedging strategies are
recognized in costs and operating expenses when the associated refined
products are sold.  Unrealized gains and losses are deferred in other
current assets and liabilities to the extent that the associated refined
products have not been sold.  While the Company's hedging activities are
intended to reduce volatility and provide an acceptable profit margin on
a portion of production, the use of such a program can effect the
Company's ability to participate in an improvement in related refined
product profit margins.  Also see the comments provided in this Note A
under "Recently Issued Pronouncements."

CREDIT RISK - As of December 31, 2000, 19% of the Company's accounts
receivable was due from one customer.  The Company evaluates the credit
worthiness of counterparties to futures, forwards and exchange traded
options and considers non-performance credit risk to be remote.  The
amount of exposure with such counterparties is generally limited to
unrealized gains on outstanding contracts.



                               Page 24

<PAGE>


STOCK BASED COMPENSATION - The Company has adopted the disclosure
provisions prescribed by SFAS 123 which permit companies to continue to
value their stock-based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25 while providing
pro-forma disclosures of net income and earnings per share calculated
using the fair value based method.

RECLASSIFICATIONS - To conform to the 2000 presentation, certain
consolidated financial statement amounts at December 31, 1999 and 1998
have been reclassified.

RECENTLY ISSUED PRONOUNCEMENTS - In June 1998, The FASB issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133), which requires that
all derivatives be recognized as either assets or liabilities in the
statement of financial position and that those instruments be measured
at fair value.  SFAS No. 133 also prescribes the accounting treatment
for changes in the fair value of derivatives which depends on the
intended use of the derivative and the resulting designation.
Designations include hedges of the exposure to changes in the fair value
of a recognized asset or liability, hedges of the exposure to variable
cash flows of a forecasted transaction, hedges of the exposure to
foreign currency translations, and derivatives not designated as hedging
instruments.  In June 1999, the FASB deferred the effective date of SFAS
No. 133 for one year until fiscal years beginning after June 15, 2000.
The Company will adopt SFAS No. 133 in the first quarter of the year
2001.

Had the Company adopted SFAS No. 133 as of December 31, 2000, the
adoption would not have had a material effect on the Company's financial
statements.


NOTE B--INVENTORIES

Inventories consist of the following:


<TABLE>
<CAPTION>

                                                December 31
                                              2000       1999
                                            --------   --------
                                            (thousands of dollars)
<S>                                         <C>        <C>
Crude oil                                   $ 29,593   $ 32,390
Refined products                              92,701     75,926
                                            --------   --------
   Total inventories at FIFO
     (approximates current cost)             122,294    108,316
LIFO allowance                               (66,652)   (53,006)
                                            --------   --------
     Total crude oil and refined products     55,642     55,310
                                            --------   --------

Merchandise inventory at FIFO
     (approximates current cost)               8,531      7,943
LIFO allowance                                (3,390)    (2,807)
                                            --------   --------
     Total merchandise                         5,141      5,136
                                            --------   --------

Materials and supplies inventory at FIFO       9,179      8,749
                                            --------   --------
     TOTAL INVENTORY                        $ 69,962   $ 69,195
                                            ========   ========
</TABLE>

In 1999, the reduction in LIFO inventory quantities decreased net loss
by approximately $9.3 million ($0.94 per share) and the net loss for
1998 was increased by approximately $0.5 million ($0.5 per share).


NOTE C--LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consisted of the following:

<TABLE>

                                                     December 31
                                                2000             1999
                                              --------         --------
                                                (thousands of dollars)
<S>                                           <C>              <C>
Unsecured 10 7/8% Senior Notes                $124,872         $124,841
Purchase Money Liens and other obligations       5,160            4,970
                                              --------         --------
                                               130,032          129,811

Less current portion                               665              631
                                              --------         --------
     Long-Term Debt                           $129,367         $129,180
                                              ========         ========
</TABLE>

The aggregate maturities of long-term debt through 2005 are as follows
(in thousands):
2001 - $665; 2002 - $680; 2003 - $804; 2004 - $2,484; 2005 - $125,089.




                               Page 25

<PAGE>


The 10 7/8% Senior Notes due 2005 (Notes) were issued under an
Indenture, as amended (Indenture), which includes certain restrictions
and limitations effecting the payment of dividends, repurchase of
capital stock and incurrence of additional debt.

The Purchase Money Liens outstanding as of December 31, 2000, represent
loans to finance land, buildings and equipment at seven service station
and convenience store locations.  These borrowings are repayable over 60
to 72 months at either fixed or floating interest rates.  The Purchase
Money Liens are secured by assets having a net cost basis of $7.7
million and $7.1 million at December 31, 2000 and 1999, respectively,
and are payable monthly through November 2006.

During December 1998, the Company entered into a $125 million Loan and
Security Agreement (Secured Credit Facility) to provide cash borrowings
and letters of credit.  The Secured Credit Facility, which has a three-
year term expiring December 9, 2001 and is secured by certain current
assets, provides for the Company's general corporate and working capital
requirements.  It includes limitations on additional indebtedness and
cash dividends and requires compliance with financial covenants,
including the maintenance of minimum levels of adjusted working capital
and net worth.  Cash borrowings under the Secured Credit Facility are
limited by the Indenture to $50 million and bear interest based on the
prime rate or LIBOR based rates.  The Company pays a fee for unused
commitments under the Secured Credit Facility.  Up to $75 million of the
Secured Credit Facility is subject to the availability of eligible
collateral, which totaled $110.5 million at December 31, 2000, after the
application of reserves and advance rates.  The remaining $50 million of
availability, which is provided by Rosemore, Inc. (Rosemore), a related
party to the Company, is not subject to the limitation of eligible
collateral.

As of December 31, 2000, the Company had no cash borrowings and $53.7
million of outstanding letters of credit issued pursuant to the Secured
Credit Facility, with remaining unused commitments of $71.3 million.
There were $31.7 million of letters of credit outstanding and no cash
borrowings at December 31, 1999.

The Company has utilized additional financial support from Rosemore that
is not committed and is subject to Rosemore's discretion.  This support
is in the form of performance guarantees relative to the Company's
purchase of crude oil, feedstocks and other petroleum products and
unsecured cash borrowing availability.  As of December 31, 2000, there
were no such guarantees or loans outstanding.  The Company pays Rosemore
fees at market rates for these facilities.

The following interest expense amounts are reflected on the Consolidated
Statements of Operations:


<TABLE>
<CAPTION>
                                           Year Ended December 31
                                     2000           1999          1998
                                    -------        -------       -------
                                           (thousands of dollars)
<S>                                 <C>            <C>           <C>
Total interest costs incurred       $16,640        $17,212       $17,344
Less: Capitalized interest              140          2,197         2,604
                                    -------        -------       -------
          INTEREST EXPENSE          $16,500        $15,015       $14,740
                                    =======        =======       =======

</TABLE>


NOTE D--CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES


The net deferred gain from futures contracts (excluding forward
contracts) included in crude oil and refined product hedging strategies
was approximately $905,000 at December 31, 2000.  Included in these
hedging strategies are futures contracts maturing in January 2001.  The
Company is using these contracts to defer the pricing of approximately
14.2% of its crude oil commitments for the aforementioned period.




                               Page 26

<PAGE>

NOTE E--INCOME TAXES

Significant components of the Company's deferred tax liabilities and
assets are as follows:


<TABLE>
<CAPTION>
                                                 2000        1999
                                               --------    --------
                                              (thousands of dollars)
<S>                                           <C>          <C>
Deferred tax liabilities:
  Depreciation and amortization               $ (61,726)   $ (66,357)
  Other                                         (34,758)     (35,520)
                                              ---------    ---------
    Total deferred tax liabilities              (96,484)    (101,877)

Deferred tax assets:
  Post-retirement and pension obligations        12,273       11,538
  Environmental, litigation and other accruals    7,680        7,440
  Construction and inventory costs not
    currently deductible                         19,471       11,351
  Benefit of future tax NOL carry forwards       33,188       45,339
  Other                                          18,536       18,825
                                              ---------    ---------
    Total deferred tax assets                    91,148       94,493
                                              ---------    ---------

    NET DEFERRED TAX LIABILITIES              $  (5,336)   $  (7,384)
                                              =========    =========

</TABLE>


No valuation allowance is considered necessary for the above deferred
tax assets. The Company has tax credit carry-forwards of approximately
$280,000 which expire in the years 2009 through 2020, an alternative
minimum tax credit carry-forward of approximately $1,259,000 and net
operating loss carry-forwards of approximately $83,580,000 which expire
in the years 2009 through 2019.

Significant components of the income tax (benefit) provision for the
years ended December 31 follows:


<TABLE>
<CAPTION>
                                        2000        1999       1998
                                       --------   --------   --------
                                          (thousands of dollars)
<S>                                    <C>       <C>        <C>
Current:
  Federal                              $   426   $      -   $      -
  State                                    750        750        509
                                       -------    -------   --------
    Total Current                        1,176        750        509

Deferred:
  Federal                               (1,309)   (14,154)   (15,723)
  State                                   (192)    (1,271)    (1,151)
                                       -------    -------   --------
    Total Deferred                      (1,501)   (15,425)   (16,874)
                                       -------    -------   --------

Income Tax (Benefit)                   $  (325)  $(14,675)  $(16,365)
                                       =======   ========   ========

</TABLE>

Current state tax provision includes $750,000 of franchise taxes for
each of the years ended December 31, 2000, 1999 and 1998.  In addition,
the year ended December 31, 1998 includes a franchise tax refund of
$241,000 from prior periods.

The following is a reconciliation of the statutory federal income tax
rate to the actual effective income tax rate for the years ended
December 31:


<TABLE>
<CAPTION>
                                        2000        1999       1998
                                       --------   --------   --------
                                          (thousands of dollars)
<S>                                    <C>       <C>        <C>
Income tax (benefit)
  calculated at the
  statutory federal income tax rate   $ (2,993)   $(15,663)  $(16,011)
Amortization of goodwill, purchase
  adjustment and Other non-deductible
  costs                                    370         145        145
Merger related costs                     1,221           -          -
State taxes (net of federal benefit)       650        (451)      (252)
Other                                      427       1,294       (247)
                                      --------    --------   --------
   INCOME TAX (BENEFIT)               $   (325)   $(14,675)  $(16,365)
                                      ========    ========   ========
</TABLE>



                               Page 27

<PAGE>


NOTE F--CAPITAL STOCK AND NET INCOME PER COMMON SHARE

Class A Common stockholders are entitled to one vote per share and have
the right to elect all directors other than those to be elected by other
classes of stock.  Class B Common stockholders are entitled to one-tenth
vote per share and have the right to elect two directors.  The average
outstanding and equivalent shares excludes 193,900, 199,825 and 214,325
shares of Performance Vested Restricted Stock (PVRS) shares registered
to participants in the 1994 Long-Term Incentive Plan (Plan) at December
31, 2000, 1999 and 1998, respectively.  The PVRS shares are not
considered outstanding for earnings per share calculations until the
shares are released to the Plan participants.

The following table provides a reconciliation of the basic and diluted
earnings per share calculations:


<TABLE>
<CAPTION>
                                        2000        1999       1998
                                    ----------- ----------- ------------
                                          (thousands of dollars)
<S>                                    <C>       <C>        <C>
(LOSS) APPLICABLE TO COMMON SHARES
----------------------------------
(Loss) before extraordinary item    $   (5,094) $  (30,026) $  (29,380)
Extraordinary (loss)                    (3,132)           -           -
                                    ----------  ----------  ----------
Net (loss)                          $   (8,226) $  (30,026) $  (29,380)
                                    ==========  ==========  ==========

Common shares outstanding at
  January 1, 2000, 1999 and
  1998, respectively                10,071,256   10,053,611  10,058,168

Restricted shares held by the
  Company at January 1, 2000,
  1999 and 1998, respectively         (199,825)    (214,325)   (260,700)

Weighted average effect of
  shares of common stock issued
  for stock option exercises                 -            -      35,237

Weighted average effect of PVRS
  shares of common stock released
  to Plan participants                       -       31,945           -
                                     ---------    ---------   ---------

Weighted average number of common
  shares outstanding, as adjusted
  at December 31, 2000, 1999 and
  1998, respectively - assuming
  dilution                           9,871,431    9,871,231   9,832,705
                                     =========    =========   =========

EARNINGS PER SHARE - BASIC AND DILUTED:
--------------------------------------

(Loss) before extraordinary item     $   (0.51)   $   (3.04)  $  (2.99)
Extraordinary (loss)                     (0.32)           -          -
                                     ---------    ---------   ---------

Net (loss)                           $   (0.83)   $   (3.04)  $  (2.99)
                                     =========    =========   =========
</TABLE>

The loss from extraordinary item represents legal, accounting and other
expenses related to the Company's efforts in going private.

At December 31, 2000, the Company had non-qualified stock options
outstanding representing 979,907 potential common shares.  Due to the
net loss from operations for the years ended December 31, 2000, 1999 and
1998, the effect of dilutive securities under stock options and awards
were excluded from the diluted earnings per share calculations.

On February 1, 2000, the Company adopted a one-year Shareholder Rights
Plan in which rights to purchase its preferred stock were distributed to
holders of its common stock on February 15, 2000 to ensure that any
strategic transaction undertaken by the Company would be one in which
all stockholders receive fair and equal treatment, and to guard against
partial tender offers, open market accumulations and other abusive
tactics that might result in unequal treatment of stockholders.  The
plan expired at the close of business on February 14, 2001 without any
further extensions or renewals.  Due to the net loss from operations for
the year ended December 31, 2000 and 1999, the issuance of the preferred
stock purchase rights has no impact on the diluted earnings per share
amounts presented in the previous table.



                               Page 28

<PAGE>

NOTE G--LONG-TERM INCENTIVE PLAN

Under the terms of the 1994 Long-term Incentive Plan (Plan), the Company
may distribute to employees restricted shares of the Company's Class B
Common Stock and options to purchase Class B Common Stock.  Up to 1.1
million shares of Class B Common Stock may be distributed under the
Plan.  The balance sheet caption "Unearned restricted stock" is charged
for the market value of restricted shares at their grant date and
changes in the market value of shares outstanding until the vesting
date, and is shown as a reduction of stockholders' equity.  The impact
is further reflected within Class B Common Stock and Additional Paid-in-
Capital.

PVRS awards are subject to minimum years of service requirements from
the date of grant with earlier vesting possible subject to the
attainment of performance goals.  Additionally, PVRS awards are subject
to certain other restrictions including the receipt of dividends and
transfers of ownership.  As of December 31, 2000, 193,900 shares of PVRS
have been registered in the participants' names and are being held by
the Company subject to the attainment of the related performance goals
or years of service.  PVRS awards to employees who have left the Company
are canceled.  PVRS awards granted prior to 1996 whose related
performance goals have not been achieved were forfeited.

Under the 1994 Long-Term Incentive Plan, non-qualified stock options are
granted to participants at a price not less than 100% of the fair market
value of the stock on the date of grant.  The exercise period is ten
years with the options vesting one-third per year over three years after
a one-year waiting period.

Under the terms of the 1995 Management Stock Option Plan, the Company
may award to participants non-qualified stock options to purchase shares
of the Company's Class B Common Stock at a price equal to 100% of the
fair market value of the stock at the date of grant.  Up to 500,000
shares of Class B Common Stock may be distributed under the Plan.  The
exercise period is ten years with the options vesting one-third per year
over three years after a one-year waiting period.

Shares of Class B Common Stock available for issuance under options or
awards amounted to 284,638 and 226,173 at December 31, 2000 and 1999,
respectively.

Details of the Company's stock options are as follows:


                                                                Weighted
                                                                Average
                                     Common    Price Range       Price
                                     Shares     Per Share      Per Share
                                    --------  ---------------  ---------

1994 Long-Term Incentive Plan
-----------------------------
   Outstanding  - January 1, 1998    310,142   $12.81 - $19.50   $14.66
                                    =======

   Granted  - 1998                   165,915   $ 9.38 - $15.00   $14.92
   Exercised  - 1998                 (29,942)  $12.81 - $17.69   $14.27
   Canceled  - 1998                  (37,982)  $11.69 - $17.69   $13.20
                                    -------
   Outstanding  - December 31, 1998  739,648   $ 9.38 - $19.50   $14.17
                                    =======
      Shares exercisable at
        December 31, 1998           509,559   $ 9.38 - $19.50   $14.20
                                    =======

   Granted  - 1999                    68,600   $ 7.75            $ 7.75
   Canceled  - 1999                  (74,610)  $ 7.75 - $17.69   $13.68
                                    -------
   Outstanding  - December 31, 1999  733,638   $ 7.75 - $19.50   $13.62
                                    =======
      Shares exercisable at
        December 31, 1999           557,713   $ 7.75 - $19.50   $14.20
                                    =======

   Canceled  - 2000                  (23,431)  $ 7.75 - $17.06   $11.44
                                    -------
   Outstanding  - December 31, 2000  710,207   $ 7.75 - $19.50   $13.69
                                    =======
      Shares exercisable at
        December 31, 2000           644,763   $ 7.75 - $19.50   $13.85
                                    =======





                               Page 29

<PAGE>



                                                               Weighted
                                                                Average
                                     Common    Price Range       Price
                                     Shares     Per Share      Per Share
                                    --------  ---------------  ---------

1995 Management Stock Option Plan
---------------------------------
     Outstanding  - January 1, 1997  338,751   $13.75 - $16.06   $13.78
                                    =======

     Exercised  - 1998               (11,872)  $13.75 - $16.06   $14.27
     Canceled  - 1998                 (1,500)  $13.75            $13.75
                                    -------
     Outstanding-December 31, 1998  325,379   $13.75 - $16.06   $13.76
                                    =======

          Shares exercisable at
            December 31, 1998       325,379   $13.75 - $16.06   $13.76
                                    =======

     Canceled - 1999                (26,645)  $13.75 - $16.06   $13.87
                                    -------

     Outstanding-December 31, 1999  298,734   $13.75            $13.75
                                    =======

          Shares exercisable at
            December 31, 1999       298,734   $13.75            $13.75
                                    =======

     Canceled - 2000                (29,034)  $13.75            $13.75
                                    -------
     Outstanding -December 31, 2000  269,700   $13.75            $13.75
                                    =======
          Shares exercisable at
            December 31, 2000       269,700   $13.75            $13.75
                                    =======

Total outstanding  -
  December 31, 2000                 979,907   $ 7.75 - $19.50   $13.71
                                    =======
Total exercisable  -
  December 31, 2000                 914,463   $ 7.75 - $19.50   $13.82
                                    =======

The weighted average remaining life for options outstanding at December
31, 2000 was approximately six years for the 1994 Long-Term Incentive
Plan and approximately four years for the 1995 Management Stock Option
Plan.

All options were granted at an exercise price equal to the fair market
value of the common stock at the date of grant.  There were no options
granted under the 1994 Long-Term Incentive Plan in 2000.  The weighted
average fair value at the date of grant for options granted under the
1994 Long-Term Incentive Plan was $2.15 and $3.57 for 1999 and 1998,
respectively.  There were no grants under the Management Stock Option
Plan in 2000, 1999, or 1998.  The fair value of options at date of grant
was estimated using the Black-Scholes model with the following
assumptions:


1994 LONG-TERM INCENTIVE PLAN                     1999      1998
-----------------------------                    ------    ------

Expected life (years)                                3          3
Risk Free Interest Rate                           5.50%      5.63%
Volatility                                        36.6%      27.5%
Dividend Yield                                     0.0%       0.0%

No PVRS awards were granted in 2000.  The Company granted 40,200 and
85,415 of shares of PVRS Awards during 1999 and 1998, respectively.  The
weighted average fair value at date of grant for PVRS Awards granted in
1999 and 1998 was $7.75 and $14.94, respectively, which in each case
represents the market value of the Company's Class B Common Stock at the
date of grant.  The amount of compensation expense recognized for PVRS
Awards was not significant for 2000, 1999, or 1998.

Stock-based compensation costs would have increased the pretax loss by
approximately $513,000 ($320,000 after tax or $.03 per basic and diluted
share) for the year ended December 31, 2000, $728,000 ($455,000 after
tax or $.05 per basic and diluted share) for the year ended December 31,
1999, and $864,000 ($540,000 after tax or $.05 per basic and diluted
share) for the year ended December 31, 1998 had the fair values of
options and the PVRS granted since 1996 been recognized as compensation
expense on a straight line basis over the vesting period of the grant
giving consideration to achievement of performance objectives where
applicable.  The pro-forma effect on net income for 1998 is not
representative of the pro-forma effect on net income in future years as
it does not consider the pro-forma compensation expense related to
grants made prior to 1996.

In connection with the Rosemore acquisition of the Company in March
2001, all outstanding PVRS awards were converted into the right to
receive $10.50 per share.  All outstanding options became fully vested
and immediately exercisable at the time of the merger.  The options
remained outstanding and became options to purchase stock in the
surviving company.  Pursuant to the Agreement and Plan of Merger,
Rosemore provided the option holders the opportunity to receive payment
for the cancellation of all of the holder's options.



                               Page 30

<PAGE>

NOTE H--EMPLOYEE BENEFIT OBLIGATIONS

The Company has a defined benefit pension plan covering the majority of
full-time employees.  The Company also has several defined benefit plans
covering only certain senior executives.  Plan benefits are generally
based on years of service and on the employee's average compensation.
The Company's policy is to fund the pension plans in amounts which
comply with contribution limits imposed by law.  Plan assets consist
principally of fixed income securities and stocks.

The following table sets forth the changes in the benefit obligation and
plan assets of the Company's pension plans for the years ended December
31, 2000 and 1999, respectively:


                                                      December 31
                                                    2000      1999
                                                 ---------  ---------
                                                 (thousands of dollars)
CHANGE IN PENSION PLANS' BENEFIT OBLIGATION
-------------------------------------------

  Pension plans' benefit obligation  -
    beginning of year                            $ 131,786  $ 141,701

  Service cost                                       4,528      5,379
  Interest cost                                     10,227      9,711
  Benefits paid                                     (6,944)    (6,310)
  Administrative expenses                             (831)      (865)
  Actuarial loss or (gain)                           8,547    (17,830)
                                                 ---------  ---------
  Pension plans' benefit
    obligation - end of year                       147,313    131,786
                                                 =========  =========
CHANGE IN PENSION PLAN ASSETS
-----------------------------

  Fair value of plan assets - beginning of year    131,160     125,495

  Actual return on plan assets                       5,834      12,503
  Benefits paid                                     (6,608)     (5,973)
  Administrative expenses                             (831)       (865)
                                                 ---------  ---------
  Fair value of plan assets - end of year          129,555     131,160
                                                 ---------  ---------

Reconciliation of Funded Status

  Funded status                                    (17,758)       (626)
  Unrecognized actuarial loss or (gain)              1,280     (13,902)
  Unrecognized net (asset) at transition              (395)       (433)
  Unrecognized prior service cost                     (693)       (743)
                                                 ---------  ---------

  Net amounts recognized at end of year          $ (17,566)   $(15,704)
                                                 =========   ========


Amounts recognized in the Balance Sheets consist of:

                                                Year Ended December 31
                                                    2000      1999
                                                 ---------  ---------
                                                 (thousands of dollars)

  Accrued pension liability                      $ (17,566) $ (16,636)
  Intangible asset                                       -         726
  Accumulated other comprehensive income                 -         206
                                                 ---------   ---------
  Net amounts recognized at end of year          $ (17,566) $  (15,704)
                                                 =========   =========


  Other comprehensive income attributable to
    change in additional minimum liability
    recognition                                  $    (206)  $    (503)
                                                 =========   =========



                               Page 31

<PAGE>


Net periodic pension costs consist of the following components:

                                              Year Ended December 31
                                              2000     1999     1998
                                            -------- -------- --------
                                              (thousands of dollars)
Service cost - benefit earned
  during the year                           $  4,528 $  5,379 $  4,913
Interest cost on projected
  benefit obligations                         10,227    9,711    8,882
Expected (return) on plan assets             (12,362) (11,824) (10,951)
Amortization of prior service cost               (50)     (51)     (51)
Recognized actuarial loss                       (107)      58       76
Amortization of transition (asset)
  obligation                                     (38)     (38)     (38)
                                            -------- -------- --------
    Net periodic pension cost               $  2,198 $  3,235 $  2,831
                                            ======== ======== ========

Assumptions used in the accounting for the defined benefit plans as of
December 31 were:


                                              2000     1999     1998
                                            -------- -------- --------
Weighted average discount rates               7.50%    8.00%    6.75%
Rates of increase in compensation levels      4.00%    4.00%    4.00%
Expected long-term rate of return on assets   9.75%    9.75%    9.75%

The Company's defined benefit pension plans which cover only certain
senior executives are unfunded plans.  The projected benefit obligation
and accumulated benefit obligation were $5,316,000 and $4,754,000,
respectively, as of December 31, 2000, and $6,019,000 and $5,423,000,
respectively, as of December 31, 1999.

In addition to the defined benefit pension plan, the Company provides
certain health care and life insurance benefits for eligible employees
who retire from active service.  The post-retirement health care plan is
contributory, with retiree contributions consisting of co-payment of
premiums and other cost sharing features such as deductibles and
coinsurance. Beginning in 1998, the Company "capped" the amount of
premiums that it will contribute to the medical plans.  Should costs
exceed this cap, retiree premiums would increase to cover the additional
cost.

The following table sets forth changes in the accrued cost of the
Company's post-retirement benefit plans recognized in the Company's
Balance Sheets:


                                                Year Ended December 31
                                                    2000      1999
                                                 ---------  ---------
                                                 (thousands of dollars)

Accumulated post-retirement benefit
  obligation (APBO):
    Benefit obligation  - beginning of year       $  15,585  $  16,359

    Service cost                                       366        429
    Interest cost                                    1,283      1,132
    Benefits and estimated administrative
      expenses paid                                 (1,096)    (1,036)
    Actuarial loss or (gain)                         1,824     (1,299)
                                                 ---------  ---------
    Benefit obligation - end of year             $  17,962  $  15,585
                                                 =========  =========


RECONCILIATION OF FUNDED STATUS

   Funded status                                 $(17,962)  $(15,585)
   Unrecognized actuarial loss                      6,607      5,084
   Unrecognized prior service cost                   (685)      (803)
                                                 ---------  ---------

   Net amount recognized at end of year          $(12,040)  $(11,304)
                                                 =========  =========

Amounts recognized in the Balance Sheets
  consist of:

   Accrued benefit liability                     $(12,040)  $(11,304)
                                                 =========  =========


The weighted average discount rate used in determining the APBO was
7.50% in 2000 and 8.00% in 1999.

The Company's policy is to fund postretirement costs other than pensions
on a pay-as-you-go basis.



                               Page 32

<PAGE>

Net periodic postretirement benefit costs include the following
components:

                                              Year Ended December 31
                                              2000     1999     1998
                                            -------- -------- --------
                                              (thousands of dollars)

Service cost                                $    366 $    429 $    390
Interest cost on accumulated
  postretirement benefit obligation            1,283    1,132    1,058
Amortization of prior service cost              (118)    (118)    (118)
Recognized actuarial loss                        301      392      332
                                            -------- -------- --------
   Net periodic postretirement
     benefit cost                           $  1,832 $  1,835 $  1,662
                                            ======== ======== ========

As a result of the expense cap implemented in 1998, no further increase
in the cost of medical care has been assumed for years subsequent to
1998.  The medical trend rate assumption affects the amounts reported.
For example, a one-percentage-point change in the medical trend rate
would have the following effects:

                                         1-Percentage-   1-Percentage-
                                         Point Increase  Point Decrease
                                         --------------  --------------
                                            (thousands of dollars)

Effect on total of service and interest
  cost components                         $     59          $     (47)
Effect on accumulated postretirement
  benefit obligation                           552               (472)


NOTE I--LITIGATION AND CONTINGENCIES

The Company has been named as a defendant in various matters of
litigation, some of which are for substantial amounts, and involve
alleged personal injury and property damage from prolonged exposure to
petroleum, petroleum related products and substances used at its
refinery or in the petroleum refining process.  The Company is a co-
defendant with numerous other defendants in a number of these suits.
The Company is vigorously defending these actions, however, the process
of resolving these matters could take several years.  The liability, if
any, associated with these cases was either accrued in accordance with
generally accepted accounting principles or was not determinable at
December 31, 2000.  The Company has consulted with counsel with respect
to each such proceeding or large claim which is pending or threatened.
While litigation can contain a high degree of uncertainty and the risk
of an unfavorable outcome, the eventual outcome of any such matter or
group of related matters, in the opinion of management, is not expected
to have a material adverse effect on the Company.

Like other petroleum refiners and marketers, the Company's operations
are subject to extensive and rapidly changing federal and state
environmental regulations governing air emissions, waste water
discharges, and solid and hazardous waste management activities.  The
Company's policy is to accrue environmental and clean-up related costs
of a non-capital nature when it is both probable that a liability has
been incurred and that the amount can be reasonably estimated.  While it
is often extremely difficult to reasonably quantify future environmental
related expenditures, the Company anticipates that continuing capital
investments will be required over the next several years to comply with
existing regulations.  The Company has recorded a liability of $5.7
million as of December 31, 2000 and 1999 relative to the estimated costs
of environmental issues of a non-capital nature.  The liability is not
discounted, it is expected to be expended over the next five years and
is included in the balance sheet as a noncurrent liability.  No amounts
have been accrued as receivables for potential reimbursement or as
recoveries to offset this liability.

Environmental liabilities are subject to considerable uncertainties
which affect the Company's ability to estimate its ultimate cost of
remediation efforts.  These uncertainties include the exact nature and
extent of the contamination at each site, the extent of required clean-
up efforts, varying costs of alternative remediation strategies, changes
in environmental remediation requirements, the number and strength of
other potentially responsible parties at multi-party sites, and the
identification of new environmental sites.

On January 13, 2000, the Company received a Notice of Enforcement from
the TNRCC regarding alleged state and federal air quality violations,
some of which include sulfur exceedances.  In a letter dated May 3,
2000, the TNRCC informed the Company that it was proposing to enter an
administrative order against the Company for alleged violations of New
Source Performance Standards for hydrogen sulfide and sulfur dioxide and
for additional alleged violations reflected in three prior notices of
violation or enforcement covering the period April 1, 1998 through
December 31, 1999.  The Company believes it has valid legal defenses to
the majority of the alleged violations and is negotiating with the TNRCC
in an effort to settle all charges.  In any case, the ultimate outcome
of any enforcement action, in the opinion of management, is not expected
to have a material adverse effect on the Company.



                               Page 33

<PAGE>

During the first half of 2000, the Company received notices from the
United States Department of Justice (DOJ) that the government was again
considering filing a civil action against the Company for the alleged
sulfur violations already addressed by an August 31, 1998 TNRCC Agreed
Order and for additional alleged violations not covered by that Order.
The Company has negotiated an agreement in principle with DOJ and EPA to
resolve these matters.  The proposed settlement will not have a material
adverse effect on the Company.

Other environmental enforcement actions previously reported have either
been resolved or the settlement currently proposed by the relevant
agency does not require separate disclosure.

It is possible that the ultimate cost of future environmental
compliance, which cannot be determined at this time, could exceed the
Company's recorded liability.  As a result, charges to income for
environmental liabilities could have a material effect on the results of
operations in a particular quarter or year as assessments and
remediation efforts proceed or as new claims arise.  In addition, the
Company has been named by the Environmental Protection Agency and by
several state environmental agencies as a potentially responsible party
at various federal and state Superfund sites.  Management is not aware
of any environmental matters which would reasonably be expected to have
a material adverse effect on the Company.


NOTE J--NONCANCELLABLE LEASE COMMITMENTS

The Company has noncancellable operating lease commitments for refinery,
computer, office and other equipment, transportation equipment, service
station and convenience store properties, and office space.  Lease terms
range from three to ten years for refinery, computer, office and other
equipment and four to eight years for transportation equipment.   The
majority of service station properties have lease terms of 20 years.
The average lease term for convenience stores is approximately nine
years.  The Corporate Headquarters office lease expires on December 31,
2003.  Certain of these leases have renewal provisions.

Future minimum rental payments under noncancellable operating lease
agreements as of December 31, 2000 are as follows
(in thousands):


               2001                                      $  11,592
               2002                                         10,118
               2003                                          9,480
               2004                                          8,445
               2005                                          8,376
               After 2005                                   30,355
                                                         ---------
                  Total Minimum Rental Payments          $  78,366
                                                         =========

Rental expense for the years ended December 31, 2000, 1999 and 1998 was
$14,311,000, $13,543,000 and $13,426,000, respectively.

During the third quarter 2000, the Company completed a sale-leaseback
transaction involving 15 of its retail properties and realized net
proceeds of $13.8 million and a deferred gain of $5.4 million; the
deferred gain will be amortized as a reduction of rental expense over
the 20-year term of the lease.  The leaseback is accounted for as an
operating lease.


NOTE K--INVESTMENTS AND DEFERRED CHARGES

Investments and deferred charges consist of the following:

                                                     December 31
                                                  2000         1999
                                                --------     ---------
                                                 (thousands of dollars)
     Deferred turnarounds                       $  9,783      $ 10,738
     Debt issuance costs                           5,744         7,438
     Long-term notes receivable                    1,171         1,518
     Goodwill                                        394           552
     Investments                                      15            15
     Intangible pension asset                          -           726
     Other                                           453           679
                                                --------      --------
          Investments and Deferred Charges      $ 17,560      $ 21,666
                                                ========      ========


Accumulated amortization of goodwill was $6,196,626 and $6,039,000 at
December 31, 2000 and 1999, respectively.




                               Page 34

<PAGE>

NOTE L--FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company considers cash and cash equivalents, accounts receivable,
long-term notes receivable, accounts payable and long-term debt to be
its financial instruments.  The carrying amount reported in the balance
sheet for cash and cash equivalents, accounts receivable and accounts
payable, represent their fair values.  The fair value of the Company's
long-term notes receivable at December 31, 2000 and 1999 was estimated
using a discounted cash flow analysis, based on the assumed interest
rates for similar types of arrangements.  The approximate fair value of
the Company's Long-Term Debt at December 31, 2000 and 1999 was
estimated using a discounted cash flow analysis, based on the Company's
assumed incremental borrowing rates for similar types of borrowing
arrangements.

The following summarizes the carrying amounts and related approximate
fair values as of December 31, 2000 and 1999, respectively, of the
Company's financial instruments whose carrying amounts do not equal its
fair value:



                             December 31, 2000    December 31, 1999
                          Carrying  Approximate  Carrying  Approximate
                           Amount   Fair Value    Amount   Fair Value
                          --------  ----------   --------  -----------
                                      (thousands of dollars)
Assets

  Long-Term Notes
    Receivable           $   1,171  $   1,097    $   1,518  $   1,365

Liabilities

  Long-Term Debt         $ 129,367  $ 128,589    $ 129,180  $ 128,002

NOTE M--SEGMENT INFORMATION

The Company has two reportable segments: refinery operations and retail
marketing.  The Company's refinery operations segment consists of two
high-conversion petroleum refineries and related wholesale distribution
networks.  One refinery is located in Pasadena, Texas and the other
refinery is located in Tyler, Texas.  The Pasadena and Tyler refining
operations sell petroleum products directly to other oil companies,
jobbers, and independent marketers.  In addition, the Pasadena refining
operation sells directly into the Gulf Coast spot market as well as to
an independent network of dealer-operated retail units that sell Crown-
branded petroleum products and to the Company's own retail segment.  The
Company's retail segment sells petroleum products and convenience store
merchandise directly to retail customers.

The Company evaluates performance and allocates resources based on
profit or loss from operations before income taxes, interest income or
expense, and corporate expenses.  The accounting policies of the
reportable segments are the same as those described in the summary of
accounting policies described in Note A of the Notes to Consolidated
Financial Statements on page 23 of this Annual Report on Form 10-K.
Certain prior year balances have been reclassified to conform to the
2000 presentation.

Intersegment sales and transfers are recorded at market prices.  Income
or loss on intersegment sales is eliminated in consolidation.




                               Page 35

<PAGE>

The Company's reportable segments are business divisions that offer
different operating and gross margin characteristics and different
distribution methods.  The reportable segments are each managed
separately due to their distinct operating characteristics.


                                      For the year ended December 31
                                         2000       1999        1998
                                      ---------- ----------  ----------
Sales and operating revenues from
  external customers:
    Refinery operations              $1,338,258  $  807,552  $  832,571
    Retail operations                   626,052     465,336     434,349
    Other revenues                          507         644         732
    Other adjustments                    (3,431)     (3,351)     (3,335)
                                     ----------  ----------  ----------
Total sales and operating revenues   $1,961,386  $1,270,181  $1,264,317
                                     ==========  ==========  ==========

Intersegment sales and operating
  revenues:
    Refinery operations              $  485,606  $  362,640  $  466,469

Income (loss) before income taxes
  and extraordinary item:
    Refinery operations              $   20,426  $  (19,202) $  (20,090)
    Retail operations                    13,965      11,809      12,820
    Other income (loss)                     245         684       1,018
    Unallocated amounts:
    Corporate (expenses)                (25,422)    (23,432)    (27,091)
    Net interest (expenses)             (14,633)    (14,560)    (12,402)
                                     ----------  ----------  ----------
Total (loss) before income
  taxes and extraordinary item       $   (5,419) $  (44,701) $  (45,745)
                                     ==========  ==========  ==========


Other adjustments includes items that are reported as a component of
Sales and operating revenues for management reporting purposes but are
reported as a component of operating expenses in accordance with
generally accepted accounting principles.

                                      For the year ended December 31
                                         2000       1999        1998
                                      ---------- ----------  ----------
Depreciation and amortization
  expense reconciliation:
    Refinery operation               $   21,819  $   22,319  $   22,303
    Retail operation                     12,086      10,917       9,419
    Other                                 4,591       3,759       2,295
                                     ----------  ----------  ----------
     Total depreciation and
       amortization expense          $   38,496  $   36,995  $   34,017
                                     ==========  ==========  ==========



                                      For the year ended December 31
                                         2000       1999        1998
                                      ---------- ----------  ----------
Capital expenditure reconciliation:
Refinery operation                   $    6,740  $   11,446  $   12,408
Retail operation                          9,090      10,128      21,458
Other                                     1,358       4,348       2,295
                                     ----------  ----------  ----------
     Total capital expenditures      $   17,188  $   25,922  $   36,161
                                     ==========  ==========  ==========



                                      For the year ended December 31
                                       2000        1999        1998
                                    ----------  ----------  ----------
Total assets reconciliation:
  Refinery operation assets         $  347,310  $  326,371  $  302,829
  Retail operation assets              134,115     147,263     146,579
  Other assets                       2,691,382   1,681,376   1,068,875
  Elimination of intercompany
     receivables                    (2,462,045) (1,444,701)   (806,072)
  Elimination of investment in
     consolidated subsidiaries        (187,201)   (187,201)   (194,201)
                                     ----------  ----------  ----------
Total assets                        $  523,561  $  523,108  $  518,010
                                     ==========  ==========  ==========




                               Page 36

<PAGE>


Assets dedicated to a particular segment operation are included in that
segment's total assets.  Assets that benefit both segments or are
considered corporate assets are not allocated.

Sales and operating revenues by major product:

                                      For the year ended December 31
                                       2000        1999        1998
                                    ----------  ----------  ----------

Petroleum products                  $1,846,862  $1,147,357  $1,147,643
Convenience store merchandise
  and services                         109,625     118,888     112,441


The Company sells all of its products in the United States.


NOTE N--SUBSEQUENT EVENTS

Rosemore entered into an Agreement and Plan of Merger dated December 17,
2000 (the "Merger Agreement"), with the Company.  The Merger Agreement
proposed that Rosemore Acquisition Corporation be merged with and into
the Company .  Under the Merger Agreement, the stockholders of the
Company, other than Rosemore, would receive $10.50 per share in exchange
for their Company stock if the Company's stockholders approved the
Merger.  The Merger Agreement was submitted to the Company's
stockholders for approval at a special meeting of stockholders on March
7, 2001.  The Merger Agreement received the requisite two-thirds
approval from the Company stockholders and also the majority of votes
cast other than those owned by Rosemore and its affiliates.  The
effective date of the Merger was March 7, 2001.







                   [This space intentionally left blank]






                               Page 37

<PAGE>




REPORT OF INDEPENDENT AUDITORS


To the Stockholders
Crown Central Petroleum Corporation

We have audited the accompanying consolidated balance sheets of Crown
Central Petroleum Corporation and subsidiaries as of December 31, 2000
and 1999, and the related consolidated statements of operations, changes
in common stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 2000.  These financial statements
are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Crown Central Petroleum Corporation and subsidiaries at
December 31, 2000 and 1999, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.



                                            /s/---Ernst & Young LLP


Baltimore, Maryland
March 7, 2001



                               Page 38

<PAGE>






                                          UNAUDITED
                                QUARTERLY RESULTS OF OPERATIONS
                     Crown Central Petroleum Corporation and Subsidiaries
                       (thousands of dollars, except per share amounts)
<TABLE>
<CAPTION>

                                           First     Second     Third    Fourth
                                          Quarter    Quarter   Quarter   Quarter     Yearly
                                          --------   --------  --------  --------  ----------
<S>                                       <C>        <C>       <C>       <C>       <C>
2000
----
Sales and operating revenues              $421,484   $481,049  $478,947  $579,906  $1,961,386
Gross profit                                35,376     50,684    33,535    29,197     148,792
(Loss) income before extraordinary item     (3,563)     9,213    (2,611)   (8,133)     (5,094)
Extraordinary loss                               -          -    (2,861)     (271)     (3,132)
Net (loss) income                           (3,563)     9,213    (5,472)   (8,404)     (8,226)

(Loss) income before extraordinary
  item per share                              (.36)       .93      (.26)     (.82)       (.51)
Extraordinary loss per share                     -          -      (.29)     (.03)       (.32)
Net (loss) income per share  - basis           (.36)       .93      (.55)     (.85)       (.83)
Net (loss) income per share  - diluted         (.36)       .92      (.55)     (.85)       (.83)

1999
----
Sales and operating revenues               $225,165  $281,413  $359,899  $403,704   1,270,181
Gross profit                                 20,597    20,965    30,011    34,309     105,882
Net (loss)                                  (11,830)  (11,029)   (6,018)   (1,149)    (30,026)
Net (loss) per share  - basic and diluted     (1.20)    (1.12)    (0.61)    (0.12)      (3.04)

</TABLE>


The extraordinary loss recorded in the year 2000 represents legal,
accounting and other related expenses incurred in the Company's
efforts in going private.  These expenses were previously reported
in the Unaudited Quarterly Results of Operations as a component of
Operating Costs and Expenses and Operating Income and have been
reclassified above and in the Form 10-K as extraordinary.

Gross profit is defined as Sales and operating revenues less
Costs and operating expenses (including applicable property
and other operating taxes).

Per share amounts are based upon the weighted average number of
common shares outstanding at the end of each quarter.




Item 9.  CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has not filed a Form 8-K within the last twenty-four (24)
months reporting a change of independent auditors or any disagreement
with the independent auditors.





                               Page 39

<PAGE>






PART III
--------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

<TABLE>
<CAPTION>

NAME AND AGE ON                         PRINCIPAL OCCUPATION FOR LAST 5 YEARS;      DIRECTOR
MARCH 1, 2001                           DIRECTORSHIPS IN PUBLIC CORPORATIONS         SINCE
---------------                         ----------------------------------------    --------
<S>                                     <C>                                         <C>
Jack Africk (72)                        Retired.  Formerly, Vice Chairman,
                                        UST, Inc.  Also a director of
                                        Tanger Factory Outlet Centers, Inc.           1991

Michael F. Dacey (56)                   Private investor.                             1991

Stanley A. Hoffberger  (71)             Private real estate developer.                2000

Barry L. Miller (52)                    Senior Vice President--Treasurer and Chief
                                        Financial Officer of Rosemore, Inc. since
                                        January 1999; Vice President--Taxation of
                                        American Trading and Production Corporation
                                        from May 1995 to December 1998; Assistant
                                        Treasurer and Director of Taxation of American
                                        Trading and Production Corporation from
                                        February 1987 to April 1995.                  2000

The Reverend Harold                     President, Loyola College in Maryland since
   Ridley, S.J. (61)                    July 1994.                                    1995

Frank B. Rosenberg (42)                 Senior Vice President-Marketing of the
                                        Company since April 1996; Vice President-
                                        Marketing of the Company from January 1993
                                        to March 1996.                                2000

Henry A. Rosenberg, Jr. (71)            Chairman of the Board and Chief Executive
                                        Officer of the Company since May 1975 and
                                        President since March 1996.                   1955

John E. Wheeler, Jr. (48)               Executive Vice President-Chief Financial
                                        Officer of the Company since April 1998;
                                        Executive Vice President-Chief Financial
                                        Officer and Treasurer of the Company from
                                        February 1998 to April 1998; Senior Vice
                                        President-Finance and Treasurer of the
                                        Company from October 1996 to January 1998;
                                        Senior Vice President-Finance of the Company
                                        from April 1996 to September 1996; Senior Vice
                                        President-Treasurer and Controller of the
                                        Company from June 1994 to March 1996.         2000

</TABLE>



                                                               Page 40

<PAGE>





EXECUTIVE OFFICERS


     NAME AND AGE ON                   POSITIONS, OFFICES AND
      MARCH 1, 2001               PRINCIPAL OCCUPATION FOR LAST 5 YEARS
     -----------------           ---------------------------------------

Henry A. Rosenberg, Jr. (71)     Chairman of the Board and Chief
                                 Executive Officer of the Company
                                 since May 1975 and President since
                                 March 1996

Randall M. Trembly (54)          Executive Vice President since April
                                 1996; Senior Vice President - Refining
                                 from July 1995 to March 1996.

John E. Wheeler, Jr. (48)        Executive Vice President - Chief
                                 Financial Officer since April 1998;
                                 Executive Vice President - Chief
                                 Financial Officer and Treasurer from
                                 February 1998 to April 1998; Senior
                                 Vice President - Finance and Treasurer
                                 from October 1996 to January 1998;
                                 Senior Vice President - Finance from
                                 April 1996 to September 1996; Senior
                                 Vice President - Treasurer and
                                 Controller from June 1994 to March
                                 1996.

Thomas L. Owsley (60)            Senior Vice President - Legal since May
                                 1998; Vice President - Legal from April
                                 1983 to May 1998.

J. Michael Mims (52)             Senior Vice President - Human Resources
                                 since May 1998; Vice President - Human
                                 Resources from June 1992 to May 1998.

Frank B. Rosenberg (42)          Senior Vice President - Marketing since
                                 April 1996; Vice President - Marketing
                                 from January 1993 to March 1996.

William A. Wolters (54)          Senior Vice President - Supply and
                                 Transportation since December 1998;
                                 Vice President - Supply and Logistics
                                 and Assistant Secretary from February
                                 1998 to December 1998; General Manager
                                 -Raw Material Supply and Assistant
                                 Secretary from September 1985 to
                                 January 1998.

Paul J. Ebner (43)               Vice President - Shared Services since
                                 April 1996; Vice President - Marketing
                                 Support Services from December 1991 to
                                 March 1996.

James R. Evans (54)              Vice President - Retail Marketing since
                                 June 1996; General Manager of Retail
                                 Operations from February 1995 to May
                                 1996.

Dennis W. Marple (52)            Vice President - Wholesale Sales and
                                 Terminals since January 1996.

Philip A. Millington (47)        Vice President - Treasurer since April
                                 1998; Chief Financial Officer U. S.
                                 Corrections Corporation from May 1997
                                 to November 1997; Chief Financial
                                 Officer Builders' Supply and Lumber
                                 Company, Inc., from June 1995 to May
                                 1997.

Dolores B. Rawlings (63)         Vice President - Secretary since April
                                 1996; Secretary from November 1990 to
                                 March 1996.

Jan L. Ries (52)                 Corporate Controller since November
                                 1996; Marketing Division Controller
                                 from January 1992 to October 1996.

Frank B. Rosenberg, a Director and Senior Vice President  - Marketing,
is the son of Henry A. Rosenberg, Jr., Chairman of the Board, President
and Chief Executive Officer.  Stanley A. Hoffberger, a Director, is
married to Judith R. Hoffberger.  Mrs. Hoffberger is Henry A. Rosenberg,
Jr.'s sister and Frank B. Rosenberg's aunt.  There are no other family
relationships among the directors and the executive officers, and there
is no arrangement or understanding between any director or officer and
any other person pursuant to which the director was elected or the
officer was selected.

There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation
of the ability and integrity of any Director or Executive Officer during
the past five years.




                               Page 41

<PAGE>




Item 11.  EXECUTIVE COMPENSATION


                        SUMMARY COMPENSATION  TABLE

The following table sets forth the compensation awarded to, earned by or
paid to the Chief Executive Officer and the other four most highly
compensated executive officers for all services rendered in all
capacities to the Company and its subsidiaries during the last three
fiscal years.  The positions shown on the table are those held by the
officers on December 31, 2000:




<TABLE>
<CAPTION>

                                            ANNUAL
                                            -------

     NAME AND
 PRINCIPAL POSITION               YEAR      SALARY
-------------------------         ----      -------
<S>                               <C>       <C>
Henry A. Rosenberg, Jr.           2000      $600,000
  Chairman of the Board,          1999       600,000
  President and Chief             1998       600,000
  Executive Officer

Randall M. Trembly                2000      $260,004
  Executive Vice President        1999       260,004
                                  1998       255,008

John E. Wheeler, Jr.              2000      $260,004
  Executive Vice President-       1999       255,004
  Chief Financial Officer         1998       241,671

Thomas L. Owsley                  2000      $220,008
  Senior Vice President-          1999       220,008
  Legal                           1998       210,008

Frank B. Rosenberg                2000      $195,000
  Senior Vice President-          1999       195,000
  Marketing                       1998       185,000

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


ANNUAL COMPENSATION  (CONTINUED)

                                                         LONG-TERM
                             COMPENSATION             COMPENSATION AWARDS
                             ------------    -------------------------------

                              OTHER           SECURITIES           ALL
     NAME AND                 ANNUAL          UNDERLYING          OTHER
 PRINCIPAL POSITION        COMPENSATION (a)  OPTIONS/SARS (b)  COMPENSATION (c)
------------------------   ----------------  ----------------  ------------
<S>                        <C>               <C>               <C>
Henry A. Rosenberg, Jr.       $ 22,014                 -           $ 20,082
  Chairman of the Board,        21,093           148,000             23,975
  President and Chief           21,659            43,900             19,847
  Executive Officer

Randall M. Trembly            $ 18,600                 -           $ 11,638
  Executive Vice President      18,600            55,000             12,130
                                18,600            16,400             12,837

John E. Wheeler, Jr.          $ 22,901                 -           $ 11,963
  Executive Vice President-     20,817            55,000             12,407
  Chief Financial Officer       21,761            15,500             10,607

Thomas L. Owsley              $ 20,902                 -           $ 12,341
  Senior Vice President-        18,798            25,000             11,905
  Legal                         18,891             7,300             10,641

Frank B. Rosenberg            $ 19,811                 -           $ 10,338
  Senior Vice President-        18,537            23,000             10,007
  Marketing                     19,880             6,500              9,507

</TABLE>

[FN]
--------------






(a)      These amounts include automobile allowances, gasoline
allowances, and the tax gross-ups applicable to the gasoline allowances.
 Perquisites below the required reporting levels are not included in
this table.

(b)      The 1999 grants are Appreciation Units and the 1998 grants are
stock options for the purchase of shares of Class B Common Stock.

(c)     These amounts include imputed income related to excess life
insurance, payments for executive medical insurance and the Company's
matching payments under the Savings Plans.  In 2000, the imputed income
for Mr. Henry A. Rosenberg, Jr. was $8,544 and for Mr. Owsley, $1,003.
The executive medical payments for each of the officers listed in the
table were $2,538.  The Company's matching payments under the Savings
Plans were for Mr. Henry A. Rosenberg, Jr., $9,000; for Mr. Trembly,
$9,100; for Mr. Wheeler, $9,425; for Mr. Owsley, $8,800 and for Mr.
Frank B. Rosenberg, $7,800.



</FN>


                     [This space intentionally left blank]



                               Page 42

<PAGE>







             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                 AND FISCAL YEAR-END OPTION/SAR VALUES(a)

<TABLE>
<CAPTION>


                                   Number of Securities
                                  Underlying Unexercised
                                  Options/SARs at FY-End
                                  ----------------------
                           Exercisable              Unexercisable
                           -----------              -------------
        Name            Options      SARs        Options        SARs
----------------------- -------      ----        -------      -------
<S>                     <C>          <C>         <C>          <C>
Henry A. Rosenberg, Jr. 223,426       --          14,634      148,000

Randall M. Trembly       67,003       --           5,467       55,000

John E. Wheeler, Jr.     52,813       --           5,167       55,000

Thomas L. Owsley         41,686       --           2,434       25,000

Frank B. Rosenberg       39,613       --           2,167       23,000


</TABLE>
[FN]
-----------------
  (a)  The Options are for the purchase of Class B Common Stock.
       There were no unexercised in-the-money Options or SARs at
       fiscal year end.

</FN>



<TABLE>
<CAPTION>

                           PENSION PLAN TABLE (a)
                           ----------------------

                                      YEARS OF SERVICE
REMUNERATION      15       20        25         30         35         40         45
------------  --------  --------  --------   --------   --------   --------   --------
<S>           <C>        <C>       <C>       <C>        <C>        <C>        <C>
$ 150,000     $ 54,000  $ 72,000  $ 94,500   $117,000   $139,500   $162,000   $184,500

  200,000       72,000    96,000   126,000    156,000    186,000    216,000    246,000

  250,000       90,000   120,000   157,500    195,000    232,500    270,000    307,500

  300,000      108,000   144,000   189,000    234,000    279,000    324,000    369,000

  400,000      144,000   192,000   252,000    312,000    372,000    432,000    492,000

  500,000      180,000   240,000   315,000    390,000    465,000    540,000    615,000

  600,000      216,000   288,000   378,000    468,000    558,000    648,000    738,000

</TABLE>
[FN]
------------------

(a)   The table above reflects the retirement benefits (life annuity
      with 60 months certain) which would be payable under the
      Company's Retirement Plan at various base salary levels and
      years of service projected to normal retirement. The table
      assumes that the participant has earned the annual remuneration
      shown in the table in every year of credited service. The
      Retirement Plan is a career average plan with benefits based on
      taxable compensation.  Limitations imposed by the Internal
      Revenue Code or any other statute are not reflected in the table
      since the Company's Supplemental Retirement Income Plan for
      Senior Executives is designed to provide or restore to
      participants the benefits that would have been received under
      the Retirement Plan if calculated without regard to such
      limitations.  All officers at the Vice President level and above
      participate in the Supplemental Retirement Income Plan. Mr.
      Henry A. Rosenberg, Jr.'s normal retirement date was December 1,
      1994.  His credited service at that time was 42 years and 4
      months. The estimated credited service projected to normal
      retirement for the other current executives listed in the
      Summary Compensation Table is: Mr. Trembly, 27 years and 10
      months; Mr. Wheeler, 41 years and 8 months; Mr. Owsley, 23 years
      and 6 months and Mr. Frank B. Rosenberg, 38 years and 7 months.

</FN>



                               Page 43

<PAGE>



COMPENSATION OF DIRECTORS.  Each director who is not an employee of the
Company or a subsidiary of the Company is paid $12,000 per year for
serving as a director and a meeting fee of $750, plus travel expenses,
for attendance at each meeting. Each non-employee director who is a
member of any standing committee of the Board of Directors other than
the Executive Committee is paid $3,000 per year for serving on each such
committee.  The chairman of any committee other than the Executive
Committee is paid a fee of $1,000 for serving in that capacity.
Directors who are employees receive no separate compensation for serving
on the Board, on any Board committee or as chairman of any committee.

CONSULTING AGREEMENT.  From November 1, 1993 until April 28, 2000, Mr.
Africk served as a general business adviser and consultant to the
Company for which he was paid a consultancy fee of $3,000 per month.
His work in this capacity was in addition to his service as a director,
committee chairman and member of various board committees.

CHANGE OF CONTROL ARRANGEMENTS.  All current officers at the Vice
President level and above have been designated as participants in the
Executive Severance Plan (the "Severance Plan"); however, Mr. Henry A.
Rosenberg, Jr. voluntarily withdrew from the Severance Plan in 1998.
Under the Severance Plan, as amended, if a participant is terminated
without good reason within two years of a change of control, as defined
in the Severance Plan, the participant receives credit for enhanced age
and service under the Supplemental Retirement Plan for Senior Executives
(the "SRI Plan") and the immediate payment of SRI Plan benefits.  In
addition, the participant receives a payment of three times the
executive's annual salary, full payment under the annual Performance
Incentive Plan, an additional contribution equal to a three-year Company
match for participants in the Savings Plans, the continuation of certain
welfare benefits for a three-year period, a payment equal to the excise
tax on the basic severance benefits and certain other miscellaneous
benefits.  The Board of Directors adopted the Severance Plan, which it
views as a typical executive benefit, to help insure stability and
continuity of employment of key management personnel at the time of a
proposed or threatened change of control, if any.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.  Mr. Africk
serves as Chairman and Mr. Miller and Father Ridley are currently
members of the Executive Compensation and Bonus Committee.  As
previously noted, Mr. Africk had a consulting agreement with the Company
until April 28, 2000.  Mr. Gibbons was Chairman and Ms. Goldman and Mr.
Jews were members of the Committee prior to the Annual Meeting on
December 14, 2000.  There are not now and there were no Compensation
Committee Interlocks during 2000.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT

OWNERS OF MORE THAN FIVE PERCENT.  The following table sets forth
ownership of the Company's stock, and the amount and percentage of the
stock owned by all persons known by the Company to be the beneficial
owners of more than 5% of the shares of any class of the Company's stock
on March 7, 2001:

     Name and Address                                        Percent
   of Beneficial Owner        Title of Class    Amount      of Class
--------------------------    --------------    ------      --------
Rosemore Holdings, Inc. (a)
One North Charles Street
Suite 2300
Baltimore, MD  21201           Common Stock    1 Share        100%


   (a)   Rosemore Holdings, Inc. is a wholly owned subsidiary of
         Rosemore, Inc., a Maryland Corporation.




                               Page 44

<PAGE>


                               PART IV

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


ROSEMORE.  During 1999, an affiliate of Rosemore, Inc. ("Rosemore")
agreed to provide a $50 million junior participation in the Company's
secured credit facility.  This commitment, when added to the portion of
the facility provided by financial institutions, increased the overall
facility size to $125 million.  The Company paid Rosemore a total of
$142,000 in commitment and utilization fees related to their junior
participation during 2000.

During 2000, the Company negotiated agreements with Rosemore pursuant to
which Rosemore provided performance guarantees relating to the Company's
purchase of crude oil, feedstocks and other petroleum products and
provided an unsecured cash borrowing availability.  These agreements are
provided to the Company on an uncommitted basis and are made available
to the Company in Rosemore's sole discretion.  The Company paid
guarantee fees of $360,300 and interest on cash borrowings of $7,500 in
2000.  These fees are at market rates substantiated by an opinion of an
outside party.  There were no Rosemore guarantees or cash borrowings
outstanding on December 31, 2000.

CONSULTING AGREEMENT.  Mr. Africk's prior Consulting Agreement with the
Company is described in Item. 11.  Executive Compensation.


Item 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
            ON FORM 8-K

(a) (1)     LIST OF FINANCIAL STATEMENTS
The following Consolidated Financial Statements of Crown Central
Petroleum Corporation and Subsidiaries are included in Item 8 on pages
18 through 37 of this report:

     (bullet)     Consolidated Statements of Operations -- Years ended
                  December 31, 2000, 1999, and 1998

     (bullet)     Consolidated Balance Sheets -- December 31, 2000 and
                  1999

     (bullet)     Consolidated Statements of Changes in Common
                  Stockholders' Equity -- Years ended December 31, 2000,
                  1999 and 1998

     (bullet)     Consolidated Statements of Cash Flows -- Years ended
                  December 31, 2000, 1999 and 1998

     (bullet)     Notes to Consolidated Financial Statements --
                  December 31, 2000


(a) (2)     LIST OF FINANCIAL STATEMENT SCHEDULES

The schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and, therefore, have
been omitted.

(a) (3) and (c) LIST OF EXHIBITS

EXHIBIT
NUMBER
-------

     3     Articles of Incorporation and Bylaws

(a)   Amended and Restated Charter of Crown Central Petroleum
      Corporation

(b)   Bylaws of Crown Central Petroleum Corporation as amended and
      restated at March 7, 2001



                               Page 45

<PAGE>

     4     INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
           INCLUDING INDENTURES

(a)   Loan and Security Agreement effective as of December 10, 1998
      between the Registrant and Congress Financial Corporation was
      previously filed with Form 10-K for the year ended December
      31, 1998 as exhibit 4(a), herein incorporated by reference.

(b)   First Amendment, effective as of March 29, 1999, to the Loan
      and Security Agreement effective as of December 10, 1998
      between the Registrant and Congress Financial Corporation
      previously filed with the Registrant's Form 10-Q for the
      quarter ended March 31, 1999 as Exhibit 10(a), herein
      incorporated by reference.

(c)   Second Amendment, effective as of August 1, 1999, to the Loan
      and Security Agreement effective as of December 10, 1998
      between the Registrant and Congress Financial Corporation
      previously filed with the Registrant's Form 10-Q for the
      quarter ended September 30, 1999 as Exhibit 10, herein
      incorporated by reference.

(d)   Third Amendment, effective as of March 16, 2000, to the Loan
      and Security Agreement effective as of December 10, 1998
      between the Registrant and Congress Financial Corporation was
      previously filed with Form 10-K for the year ended December
      31, 1999 as exhibit 4(d), herein incorporated by reference.

(e)   Fourth Amendment, effective as of June 27, 2000, to the Loan
      and Security Agreement effective as of December 10, 1998
      between the Registrant and Congress Financial Corporation was
      previously filed with Form 10-Q for the quarter ended June
      30, 2000 as exhibit 10(a), herein incorporated by reference.

(f)   Fifth Amendment, effective as of September 19, 2000, to the
      Loan and Security Agreement effective as of December 10, 1998
      between the Registrant and Congress Financial Corporation was
      previously filed with Form 10-Q for the quarter ended
      September 30, 2000 as exhibit 10, herein incorporated by
      reference.

(g)   Form of Indenture for the Registrant's 10 7/8% Senior Notes
      due 2005 filed on January 17, 1995 as Exhibit 4.1 of
      Amendment No. 3 to Registration Statement on Form S-3,
      Registration No. 33-56429, herein incorporated by reference.

(h)   First Supplemental Indenture, effective as of December 2,
      1998, to the Indenture for the Registrant's 10 7/8% Senior
      Notes due 2005, was previously filed as Exhibit 4(f) with the
      Registrant's Form 10-K for the year ended December 31, 1998,
      herein incorporated by reference.

10     MATERIAL CONTRACTS

(a)   Crown Central Petroleum Corporation Retirement Plan effective
      as of July 1, 1993, was previously filed with the
      Registrant's Form 10-K for the year ended December 31, 1993
      as Exhibit 10(a), herein incorporated by reference.

(b)   First Amendment effective as of January 1, 1994 to the Crown
      Central Petroleum Corporation Retirement Plan was previously
      filed with the Registrant's Form 10-K for the year ended
      December 31, 1997 as Exhibit 10(b), herein incorporated by
      reference.

(c)   Second Amendment effective as of June 29 1995 to the Crown Central
      Petroleum Corporation Retirement Plan was previously filed with
      the Registrant's Form 10-K for the year ended December 31, 1997 as
      Exhibit 10(c), herein incorporated by reference.

(d)   Third Amendment effective as of December 18, 1997 to the Crown
      Central Petroleum Corporation Retirement Plan was previously filed
      with the Registrant's Form 10-K for the year ended December 31,
      1997 as Exhibit 10(d), herein incorporated by reference.

(e)   Supplemental Retirement Income Plan for Senior Executives as
      Restated effective September 26, 1996 was previously filed with
      the Registrant's Form 10-Q for the quarter ended September 30,
      1996 as Exhibit 10(b), herein incorporated by reference.

(f)   Crown Central Petroleum Employee Savings Plan as amended and
      restated effective January 1, 1987 was previously filed with the
      Registrant's Form 10-K for the year ended December 31, 1995 as
      Exhibit 10(c), herein incorporated by reference.

(g)   Amendment effective as of September 26, 1996 to the Crown Central
      Petroleum Employees Savings Plan was previously filed with the
      Registrant's Form 10-Q for the quarter ended September 30, 1996 as
      Exhibit 10(c), herein incorporated by reference.



                               Page 46

<PAGE>


(h)   Amendment effective as of June 26, 1997 to the Crown Central
      Employees Savings Plan was previously filed with the Registrant's
      Form 10-K for the year ended December 31, 1997 as Exhibit 10(h),
      herein incorporated by reference.

(i)   Fourth Amendment, effective as of June 25, 1998, to the Crown
      Central Petroleum Corporation Employees Savings Plan was
      previously filed with the Registrant's Form 10-Q for the quarter
      ended June 30, 1998 as Exhibit 10, herein incorporated by
      reference.

(j)   Directors' Deferred Compensation Plan adopted on August 25, 1983
      was previously filed with the Registrant's Form 10-Q for the
      quarter ended September 30, 1983 as Exhibit 19(b), herein
      incorporated by reference.

(k)   The 1994 Long-Term Incentive Plan, as amended and restated
      effective as of June 29, 2000, was previously filed as Exhibit
      10(b) with the Registrant's Form 10-Q for the quarter ended June
      30, 2000, herein incorporated by reference.

(l)   Amendment, effective as of March 25, 1999 to the Crown Central
      Petroleum Corporation 1994 Long-Term Incentive Plan, as amended
      and restated, was previously filed as Exhibit 10 (m) with the
      Registrant's Form 10-K for the year ended December 31, 1998,
      herein incorporated by reference.

(m)   Master Lease Agreement between Crown Prince Properties, LLC and
      Crown Central Petroleum Corporation dated September 29, 2000

(n)   Executive Severance Plan, as amended and restated effective as of
      March 7, 2001

(o)   The 1995 Management Stock Option Plan filed on April 28, 1995 as
      Exhibit 4 of Registration Statement on Form S-8, Registration No.
      33-58927, herein incorporated by reference.

(p)   Employees Supplementary Savings Plan filed on February 27, 1995 as
      Exhibit 4 of Registration Statement on Form S-8, Registration No.
      33-57847, herein incorporated by reference.

(q)   1999 Long-term Incentive Plan as amended and restated June 29,
      2000 was previously filed as Exhibit 10(c) with the Registrant's
      Form 10-Q for the quarter ended June 30, 2000, herein incorporated
      by reference.

   21   SUBSIDIARIES OF THE REGISTRANT
        Exhibit 21 is included on page 49 of this report.

   23   CONSENT OF INDEPENDENT AUDITORS
        Exhibit 23 is included on page 50 of this report.

   24   POWER OF ATTORNEY
        Exhibit 24 is included on page 51 of this report.

   99   FORM 11-K WILL BE FILED UNDER COVER OF FORM 10-K/A BY
        JUNE 29, 2001.

(b)     REPORTS ON FORM 8-K

        Reports filed on Form 8-K during the period from October 1, 2000
        to March 28, 2001 are as follows:

          Form 8-K dated October 11, 2000
               Item 5. Other Events  - Tentative Collective Bargaining
                 Agreement with PACE.
               Item 7. Financial Statements and Exhibits  - Exhibit No.
                 99 Press Release relating to the Tentative Collective
                 Bargaining Agreement.
          Form 8-K dated November 1, 2000
               Item 5. Other Events  - Extension of deadline to Apex Oil
                 regarding the merger proposal with Crown.
               Item 7.  Financial Statements and Exhibits  - Exhibit No.
                 99 Press Release relating to the extension of deadline
                 to Apex Oil regarding the merger proposal.
          Form 8-K dated November 30, 2000
               Item 5. Other Events  - Crown's discussions with
Rosemore,
                 Inc. and Apex Oil regarding the Company's strategic
                 alternatives.
               Item 7. Financial Statements and Exhibits  - Exhibit No.
                 99 Press Release relating to discussions with Rosemore,
                 Inc. and Apex Oil regarding the Company's strategic
                 alternatives.
          Form 8-K dated December 18, 2000
               Item 5. Other Events  - Definitive Agreement and Plan of
                 Merger between the Company and Rosemore, Inc.
               Item 7. Financial Statements and Exhibits  - Exhibit No.
2
                 Agreement and plan of merger dated as of December 17,
                 2000.  Exhibit No. 4 Second amendment to Shareholder
                 Rights Plan dated as of December 17, 2000.  Exhibit No.
                 99 Press Release relating to Agreement and Plan of
                 Merger between the Company and Rosemore, Inc.



                               Page 47

<PAGE>


          Form 8-K dated January 3, 2001
               Item 5. Other Events  - Second Tentative Collective
                 Bargaining Agreement with PACE.
               Item 7. Exhibit No. 99 Press Release relating to the
                 Second Tentative Collective Bargaining Agreement.
          Form 8-K dated January 18, 2001
               Item 5. Other Events  - Local PACE unit agrees to
                 Collective Bargaining Agreement and ends five-year
                 labor dispute.
               Item 7. Financial Statements and Exhibits  - Exhibit No.
                 99.1 Agreement to end of the five-year labor dispute,
                 and Exhibit No. 99.2 Press Release relating to the
                 announcement by PACE on end of labor dispute with Crown
                 Central Petroleum Corporation.
          Form 8-K dated February 16, 2001
               Item 5. Other Events  - Expiration of the Shareholders'
                 Rights Plan.
               Item 7. Financial Statements and Exhibits  - Exhibit No.
                 4.1- Shareholder Rights Plan dated as of February 1,
                 2000 between Crown Central and First Union Bank,
                 Exhibit No. 4.2- First Amendment to Shareholder Rights
                 Plan dated as of April 10, 2000 between Crown Central
                 and First Union Bank and Exhibit No. 4.3- Second
                 amendment to Shareholder Rights Plan dated as of
                 December 17, 2000 between Crown Central and First Union
                 Bank.
          Form 8-K dated March 7, 2001
               Item 5. Other Events  - Approval of the merger between
                 Rosemore Acquisition Corporation and Crown Central
                 Petroleum Corporation.
               Item 7. Financial Statements and Exhibits  - Exhibit No.
                 99.1 Press Release relating to the approved merger.
                 Exhibit No. 99.2 Announcement of the Shareholders'
                 voting results in favor of the merger.

NOTE:     Certain exhibits listed on pages 45 through 48 of this report
and filed with the Securities and Exchange Commission, have been
omitted.  Copies of such exhibits may be obtained from the Company upon
written request, for a prepaid fee of 25 cents per page.






                               Page 48

<PAGE>





                                                         EXHIBIT 21



                           SUBSIDIARIES



1. SUBSIDIARIES AS OF DECEMBER 31, 2000, WHICH ARE CONSOLIDATED IN THE
   FINANCIAL STATEMENTS OF THE REGISTRANT; EACH SUBSIDIARY IS 100%
   OWNED EITHER DIRECTLY OR THROUGH A SUBSIDIARY (EXCEPT FOR DIRECTOR
   QUALIFYING SHARES) AND IS QUALIFIED TO DO BUSINESS UNDER ITS OWN
   NAME.

<TABLE>
<CAPTION>

      SUBSIDIARY                                   NATION OR STATE
                                                   OF INCORPORATION

     <S>                                           <C>
     Continental American Corporation              Delaware
     Crown Central Holding Corporation             Maryland
     Crown Central International (U.K.), Limited   United Kingdom
     Crown Central Pipe Line Company               Texas
     Crown Gold, Inc.                              Maryland
     The Crown Oil and Gas Company                 Maryland
     Crown-Rancho Pipe Line Corporation            Texas
     Crown Stations, Inc.                          Maryland
     Crowncen International N.V.                   Netherlands Antilles
     Fast Fare, Inc.                               Delaware
     F Z Corporation                               Maryland
     Health Plan Administrators, Inc.              Maryland
     La Gloria Oil and Gas Company                 Delaware
     Locot, Inc.                                   Maryland
     McMurrey Pipe Line Company                    Texas
     Mollies Properties, Inc.                      Maryland
     Tiara Insurance Company                       Vermont
     T. B. & Company, Inc.                         Maryland


</TABLE>





                               Page 49

<PAGE>




                                                            EXHIBIT 23



                   CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-53457) pertaining to the 1994 Long-Term
Incentive Plan and Employees Savings Plan and the Registration Statement
(Form S-8 No. 33-57847) pertaining to the Employees Supplemental Savings
Plan and the Registration Statement (Form S-8 No. 33-58927) pertaining
to the 1995 Management Stock Option Plan of Crown Central Petroleum
Corporation and Subsidiaries of our report dated March 7, 2001, with
respect to the consolidated financial statements of Crown Central
Petroleum Corporation and Subsidiaries included in this Form 10-K for
the year ended December 31, 2000.





                                        /s/--ERNST & YOUNG LLP


Baltimore, Maryland
March 30, 2001




                               Page 50

<PAGE>





                                                            EXHIBIT 24

                           POWER OF ATTORNEY



We, the undersigned officers and directors of Crown Central Petroleum
Corporation hereby severally constitute Henry A. Rosenberg, Jr., John E.
Wheeler, Jr., Frank B. Rosenberg, Jan L. Ries and Thomas L. Owsley, and
each of them singly, our true and lawful attorneys with full power to
them and each of them to sign for us in our names and in the capacities
indicated below this Report on Form 10-K for the fiscal year ended
December 31, 2000 pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934 and all amendments thereto.

<PAGE>

                                                            EXHIBIT 24


                         POWER OF ATTORNEY

We, the undersigned officers and directors of Crown Central Petroleum
Corporation hereby severally constitute Henry A. Rosenberg, Jr., John
E. Wheeler, Jr., Jan L. Ries and Thomas L. Owsley, and each of them
singly, our true and lawful attorneys with full power to them and each
of them to sign for us in our names and in the capacities indicated
below this Report on Form 10-K for the fiscal year ended December 31,
2000 pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934 and all amendments thereto.





<TABLE>
<CAPTION>

SIGNATURE                                TITLE                              DATE
<S>                                      <C>                                <C>

/s/---Henry A, Rosenberg, Jr.            Chairman of the Board, President   3/7/01
-----------------------------            and Chief Executive Officer
Henry A. Rosenberg, Jr.                  (Principal Executive Officer)


/s/---Jack Africk                        Director                           3/7/01
-----------------------------
Jack Africk


/s/---Michael F. Dacey                   Director                           3/7/01
-----------------------------
Michael F. Dacey


/s/---Stanley A. Hoffberger              Director                           3/7/01
-----------------------------
Stanley A. Hoffberger


/s/---Barry L. Miller                    Director                           3/7/01
-----------------------------
Barry L. Miller


/s/---Reverend Harold E. Ridley, Jr.     Director                           3/7/01
------------------------------------
Reverend Harold E. Ridley, Jr., S.J.


/s/---Frank B. Rosenberg                 Senior Vice President-Marketing    3/7/01
------------------------                 and Chief Operating Officer
Frank B. Rosenberg                       (Principal Operating Officer
                                          and Director)



/s/---John E. Wheeler, Jr.               Executive Vice President -         3/7/01
---------------------------              Chief Financial Officer
John E. Wheeler, Jr.                     (Principal Financial Officer)



/s/---Jan L. Ries                        Controller                         3/7/01
----------------------------             (Chief Accounting Officer)
Jan L. Ries




                               Page 51

<PAGE>




</TABLE>






                                 SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                 CROWN CENTRAL PETROLEUM CORPORATION



                                 By: /s/---Jan L. Ries
                                 -----------------------------
                                 Jan L. Ries
                                 Controller and Chief Accounting
                                 Officer

Date: March 30, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 30, 2001 by the following
persons on behalf of the registrant and in the capacities indicated:


            *                                       *
--------------------------------      ---------------------------------
Jack Africk, Director                 Rev. Harold E. Ridley, Jr., S.J.,
                                      Director


            *                                       *
--------------------------------      ---------------------------------
Michael F. Dacey, Director            Frank B. Rosenberg, Director,
                                      Senior Vice President-Marketing
                                      and Chief Operating Officer


            *                                       *
--------------------------------      ---------------------------------
Stanley A. Hoffberger, Director       Henry A. Rosenberg, Jr., Director
                                      Chairman of the Board, President
                                      and Chief Executive Officer


            *                                       *
--------------------------------      ---------------------------------
Barry L. Miller, Director             John E. Wheeler, Jr., Director and
                                      Executive Vice President and Chief
                                      Financial Officer



                                     *By Power of Attorney (Jan L. Ries)





                               Page 52